Exhibit 10.1


 


SECOND
AMENDMENT TO


FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Second
Amendment”) is made and entered into as of the 31th day of March,
2006, by and among MTR GAMING GROUP, INC., a Delaware corporation (“MTRI”),
MOUNTAINEER PARK, INC., a West Virginia corporation (“MPI”), SPEAKEASY GAMING
OF LAS VEGAS, INC., a Nevada corporation (“SGLVI”), PRESQUE ISLE DOWNS, INC., a
Pennsylvania corporation (“PIDI”), SCIOTO DOWNS, INC., an Ohio corporation (“SDI”),
and SPEAKEASY GAMING OF FREMONT, INC., a Nevada corporation (“SGFI” and
together with MTRI, MPI, SGLVI, PIDI and SDI, collectively referred to as the “Borrowers”),
WELLS FARGO BANK, National Association, NATIONAL CITY BANK OF PENNSYLVANIA, CIT
LENDING SERVICES CORPORATION and PNC BANK, National Association (each
individually a “Lender” and, together with each additional financial
institution which may hereafter become a lender pursuant to
Section 10.10(b) of the Credit Agreement, collectively, the “Lenders”),
WELLS FARGO BANK, National Association, as the swingline lender (herein in such
capacity, together with its successors and assigns, the “Swingline Lender”),
and WELLS FARGO BANK, National Association, as the issuer of letters of credit
(in such capacity, together with its successors and assigns, the “L/C Issuer”)
and WELLS FARGO BANK, National Association, as administrative and collateral
agent for the Lenders, Swingline Lender and L/C Issuer (herein, in such
capacity, called the “Agent Bank” and, together with the Lenders, Swingline
Lender and L/C Issuer, collectively referred to as the “Banks”).


 


R_E_C_I_T_A_L_S:


 


WHEREAS:


 


A.            Borrowers and Banks (National City
Bank of Pennsylvania, CIT Lending Services Corporation and PNC Bank, National
Association having acquired their respective Syndication Interests by
Assignment, Assumption and Consent Agreement dated effective as of
March 27, 2006) entered into a Fourth Amended and Restated Credit
Agreement dated as of December 27, 2005, as amended by First Amendment to
Fourth Amended and Restated Credit Agreement dated as of March 23, 2006 (the “Existing
Credit Agreement”) for the purpose of establishing a revolving line of credit
in the initial principal amount of Eighty-Five Million Dollars
($85,000,000.00), including a subfacility for the funding of swingline advances
up to the maximum aggregate amount of Ten Million Dollars ($10,000,000.00) at
any time outstanding and a subfacility for the issuance of letters of credit up
to the maximum aggregate amount of Fifty-Five Million Dollars ($55,000,000.00).


 


B.            For the purpose of this Second
Amendment, all capitalized words and terms not otherwise defined herein shall
have the respective meanings and be


 

















 


construed herein as provided in
Section 1.01 of the Existing Credit Agreement and any reference to a
provision of the Existing Credit Agreement shall be deemed to incorporate that
provision as a part hereof, in the same manner and with the same effect as if
the same were fully set forth herein.


 


C.            MTRI, as the issuer, and MPI, SGLVI,
PIDI and SDI, as the guarantors may attempt to offer and sell up to One Hundred
Twenty-Five Million Dollars ($125,000,000.00) of unsecured senior subordinated
notes (“Senior Subordinated Notes”).


 


D.            Borrowers have requested the
following additional amendments and modifications to the Existing Credit
Agreement:


 


(i)            Increasing
the Aggregate Commitment from Eighty-Five Million Dollars ($85,000,000.00) to
One Hundred Five Million Dollars ($105,000,000.00), an increase of Twenty
Million Dollars ($20,000,000.00) (the “Commitment Increase”);


 


(ii)           Restating
the Insurance requirements set forth in Section 5.09;


 


(iii)          Restating
Section 6.01 for the purpose of increasing the maximum permitted Leverage
Ratio for the Fiscal Quarter ending March 31, 2006 only, from 4.35 to 1.00
to 5.25 to 1.00; and


 


(iv)          Amending
Section 6.04 for the purposes of permitting the incurrence of the
Indebtedness to be evidenced by the Senior Subordinated Notes up to the maximum
aggregate amount of One Hundred Twenty-Five Million Dollars ($125,000,000.00).


 


E.             Subject to the terms, provisions
and conditions hereinafter set forth, Banks have agreed to the amendments,
revisions and modifications set forth in this Second Amendment.  Furthermore, Wells Fargo Bank, National
Association (the “Increasing Lender”) has agreed, subject to the terms,
conditions, additional modifications and provisions set forth in this Second
Amendment, to fund the entire Commitment Increase.


 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree to the amendments and modifications to the Existing
Credit Agreement as specifically hereinafter provided as follows:


 


2

















 


1.             Definitions.  As of the Second Amendment Effective Date,
Section 1.01 of the Existing Credit Agreement entitled “Definitions” shall
be and is hereby amended to include the following definitions.  Those terms which are currently defined by
Section 1.01 of the Existing Credit Agreement and which are also defined
below shall be superseded and restated by the applicable definition set forth
below:


 


“Aggregate
Commitment” shall mean reference to the aggregate amount committed by Lenders
for advance to or on behalf of the Borrower Consolidation as Borrowings under
the Credit Facility up to the maximum principal amount of One Hundred Five
Million Dollars ($105,000,000.00) as of the Second Amendment Effective Date, as
may be reduced or limited from time to time by: (i) Voluntary Permanent
Reductions, (ii) Mandatory Commitment Reductions, and/or (iii) as provided
in Paragraph 2(c) of the Second Amendment.


 


“Commitment
Increase” shall have the meaning ascribed to such term in Recital Paragraph
D(i) of the Second Amendment.


 


“Credit
Agreement” shall mean the Existing Credit Agreement as amended by the Second
Amendment, together with all Schedules, Exhibits and other attachments thereto,
as it may be further amended, modified, extended, renewed or restated from time
to time.


 


“Existing
Credit Agreement” shall have the meaning set forth in Recital Paragraph A
of the Second Amendment.


 


“Fee Side
Letter” shall mean the Side Letter of Understanding Regarding Commitment
Increase Fee dated concurrently with the Second Amendment, executed by and
between Agent Bank and Borrowers concerning payment of the fee more
particularly therein described.


 


“Increasing
Lender” shall have the meaning ascribed to such term in Recital
Paragraph E of the Second Amendment.


 


“Revolving
Credit Note” shall mean the Revolving Credit Note (First Restated), a copy of
which is marked “Exhibit A”, affixed to the Second Amendment and by this
reference incorporated herein and made a part hereof, executed by Borrowers on
or before the Second Amendment Effective Date, payable to the order of Agent
Bank on behalf of the Lenders, evidencing the Credit Facility, as the same may
be amended, modified, supplemented, replaced, renewed or restated from time to
time, which restated Exhibit A shall fully restate and supersede
Exhibit A attached to the Existing Credit Agreement.


 


3

















 


“Schedule of Lenders’ Proportions in Credit Facility” shall mean the
Schedule of Lenders’ Proportions in Credit Facility, a copy of which is set
forth as Schedule 2.01(a), affixed to the Second Amendment and by this
reference incorporated herein and made a part hereof, setting forth the
respective Syndication Interest and maximum amount to be funded under the
Credit Facility by each Lender as of the Second Amendment Effective Date, as
the same may be amended or restated from time to time in connection with an
Assignment and Assumption Agreement, which revised Schedule 2.01(a) shall
fully restate and supersede Schedule 2.01(a) attached to the Existing
Credit Agreement and all previous amendments and restatements thereof.


 


“Second Amendment” shall mean the Second Amendment to Fourth Amended
and Restated Credit Agreement dated as of March 31, 2006.


 


“Second Amendment Effective Date” shall mean March 31, 2006, subject to
the occurrence of each of the Conditions Precedent set forth in
Paragraph 7 of the Second Amendment.


 


“Senior Subordinated Notes” shall have the meaning ascribed to such
term in Recital Paragraph C of the Second Amendment.


 


2.             Commitment Increase.  From and after the Second Amendment Effective
Date:


 


a.             Increasing Lender shall and does
hereby agree to fund the amount of the Commitment Increase, subject to the
terms and conditions set forth in the Credit Agreement;


 


b.             The respective aggregate
Syndication Interests of the Lenders in the Credit Facility shall be as set
forth on the Schedule of Lenders’ Proportions in Credit Facility as of the
Second Amendment Effective Date, a copy of which is marked “Schedule 2.01(a)”
affixed to the Second Amendment and by this reference incorporated herein and
made a part hereof, which shall restate the Schedule of Lenders’ Proportions in
Credit Facility attached as Schedule 2.01(a) to the Existing Credit Agreement,
and all previous amendments and restatements thereof, for the purpose of
showing the Aggregate Commitment, as increased by the Commitment Increase;


 


c.             Notwithstanding the foregoing,
however, in the event Borrowers issue the Senior Subordinated Notes,
availability under the Aggregate Commitment shall be limited to Fifty-Five
Million Dollars ($55,000,000.00) and use of the Credit Facility shall be
limited to the L/C Facility and no Borrowings or Swingline


 


4

















 


Advances shall be available
other than Borrowings for the purpose of funding repayment of any L/C
Reimbursement Obligation arising under the PIDI License Letter of Credit and/or
any other Letter of Credit issued by L/C Issuer under the L/C Facility; and


 


d.             Notwithstanding the foregoing,
however, the Commitment Fee payable under Section 2.09(b) of the Credit
Agreement shall be calculated with reference to the Maximum Permitted Balance
without regard to the limitations on availability under the Aggregate
Commitment as set forth above.


 


3.             Restatement of Insurance
Requirements.  As of the Second
Amendment Effective Date, Section 5.09 of the Existing Credit Agreement
entitled “Insurance” shall be and is hereby fully amended and restated in its
entirety as follows:


 


“Section 5.09.  Insurance.  Until Credit Facility Termination, Borrowers
shall obtain, or cause to be obtained, and shall maintain or cause to be
maintained with respect to the Collateral, at their own cost and expense, and
have deposited with Agent Bank the following coverages:


 


a.             Property
Insurance.  Borrowers shall maintain
a special causes of loss (“All Risk” - ISO form or equivalent), perils policy
covering the buildings and improvements, and any other permanent structures for
one hundred percent (100%) of the replacement cost.  Borrowers shall maintain a minimum Ten
Million Dollar ($10,000,000.00) limit of coverage for the perils of flood
(outside of properties located in a Federal Flood Zone “A”) and earthquake
covering the Collateral and a minimum of Two Million Five Hundred Thousand
Dollars ($2,500,000.00) limit of coverage for the perils of flood for
properties within Federal Flood Zone “A”. 
Upon the request of Agent Bank, replacement cost for insurance purposes
will be established by an independent appraiser mutually selected by Borrowers
and Agent Bank.  The policy will include
Agreed Amount (waiving co-insurance), replacement cost valuation and building
ordinance endorsements.  The policy will
include a standard mortgagee clause (ISO form or equivalent, i.e. Borrower’s
acts will not impair mortgagee’s right to recover, exclusive payment of loss to
mortgagee and automatic notice of cancellation or non-renewal to mortgagee) and
provide that all losses in excess of Two Hundred Thousand Dollars ($200,000.00)
be adjusted with the Agent Bank.  The
Borrowers waive any and all rights of subrogation against Banks resulting from
losses to property.


 


5

















 


b.             Personal
Property (including machinery, equipment, furniture, fixtures, stock).  Borrowers shall maintain a special causes of
loss (“All Risk”) perils property coverage for all personal property owned,
leased or for which Borrowers are legally liable.  The coverage will include a lenders’ loss
payable endorsement in favor of Agent Bank.


 


The policy providing real property and personal property coverages, as
specified in 5.09(a) and (b) hereinabove, may include a deductible of no more
than Twenty-Five Thousand Dollars ($25,000.00) for any single occurrence.  Flood and earthquake deductibles can be no
more than Two Hundred Fifty Thousand Dollars ($250,000.00), if a separate
deductible applies.


 


c.             Business
Interruption/Extra Expense. 
Borrowers shall maintain combined Business Interruption/Extra Expense
coverage for the Hotel/Casino Facilities with a limit representing no less than
one hundred percent (100%) of the net profit plus continuing expenses
(including debt service) for the race track, hotel and casino facilities
(including all video lottery/slot operations). 
Such coverage shall include an extensions for off premises power losses
at One Million Dollars ($1,000,000.00) and extended period of indemnity of one
hundred eighty (180) days endorsement. 
These coverages may have deductible of no greater than forty-eight (48)
hours, or Twenty-Five Thousand ($25,000.00), if a separate deductible
applies.  This coverage will be
specifically endorsed to include Agent Bank as loss payee.


 


d.             Boiler
and Machinery.  Borrowers shall
maintain a Boiler and Machinery policy for the Casino Facilities written on a
Comprehensive Form with a combined direct and indirect limit of no less than
Ten Million Dollars ($10,000,000.00). 
The policy shall include extensions for Agreed Amount (waiving co-insurance)
and Replacement Cost Valuation.  The
policy may contain deductibles of no greater than Twenty-Five Thousand Dollars
($25,000.00) direct and two times average daily value for business income.


 


e.             Crime
Insurance.  Borrowers shall obtain a
comprehensive crime policy, including Innkeepers Legal and Safe Deposit Legal
coverages and the following coverages:


 


6

















 


(i)            employee dishonesty
- One Million Dollars ($1,000,000.00);


 


(ii)           money and
securities (inside) - Five Hundred Thousand Dollars ($500,000.00);


 


(iii)          money and
securities (outside) - Five Hundred Thousand Dollars ($500,000.00);


 


(iv)          depositor’s forgery
- One Million Dollars ($1,000,000.00);


 


(v)           computer fraud - One
Million Dollars ($1,000,000.00).


 


The policy must be amended so that money is defined to include “tokens
and chips” (as defined in Regulation 12.010 of the Nevada Gaming
Authorities).  The policy may contain
deductibles of no greater than Fifty Thousand Dollars ($50,000.00) for all coverages
listed above.


 


f.              Commercial
General Liability (1998 Form or Equivalent).  Borrowers shall maintain a Commercial General
Liability policy with a One Million Dollar ($1,000,000.00) combined single
limit for bodily injury and property damage, including Products Liability,
Contractual Liability, and all standard policy form extensions.  The policy must provide a Two Million Dollar
($2,000,000.00) general aggregate (per location, if multi-location risk) and be
written on an “occurrence form”.  The
policy will also include extensions for Liquor Legal Liability, Employee
Benefits Legal Liability and Spectator Liability coverages (if necessary, a
separate policy can be secured for Spectator Liability).  If the general liability policy contains a
self-insured retention, it shall be no greater than Twenty-Five Thousand
Dollars ($25,000.00) per occurrence, with an aggregate retention of no more
than One Million Dollars ($1,000,000.00), including expenses.


 


The policy shall be endorsed to include Agent Bank as an additional
insured on behalf of the Banks. 
Definition of additional insured shall include all officers, directors,
employees, agents and


 


7

















 


representatives
of the additional insured.  The coverage
for additional insured shall apply on a primary basis irrespective of any other
insurance whether collectible or not (ISO Form #CG20261185 Additional Insured -
Designated Person or Organization, or Equivalent).


 


g.             Care,
Custody and Control Liability. 
Borrowers shall maintain a care, custody and control liability policy
with a single limit of no less than One Hundred Thousand Dollars ($100,000.00)
(each horse)/One Million Dollars ($1,000,000.00) (in the aggregate) per
occurrence for any injury, damage or death to horses in the care, custody and
control of the Borrowers.  The Agent Bank
shall be included as an additional insured under such policy.


 


h.             Automobile.  Borrowers shall maintain a comprehensive
Automobile Liability Insurance Policy written under coverage “symbol 1”,
providing a One Million Dollar ($1,000,000.00) combined single limit for bodily
injury and property damage covering all owned, non-owned and hired vehicles of
the Borrowers.  If the policy contains a
self insured retention it shall be no greater than Ten Thousand Dollars
($10,000.00) per occurrence with an aggregate retention of no more than Two
Hundred Fifty Thousand Dollars ($250,000.00), including expenses.  The following additional coverages must be
purchased by Borrowers:


 


(i)            Garage Liability.  A One Million Dollar ($1,000,000.00) combined
single limit for bodily and property damage for the garage operation.


 


(ii)           Garagekeepers
Legal Liability.  Five Hundred
Thousand Dollar ($500,000.00) limit for comprehensive and collision coverages
for physical damage to vehicles in the Borrowers’ care, custody and
control.  The policy can be subject to a
deductible of no greater than Two Thousand Five Hundred Dollars ($2,500.00) for
each auto and Ten Thousand Dollars ($10,000.00) for each loss.


 


i.              Workers
Compensation and Employers Liability Insurance.  Borrowers shall maintain a standard workers


 


8

















 


compensation policy covering the states of
Nevada, West Virginia (as West Virginia is a monopolistic state coverage must
be secured through the state fund) and any other state where the company is
operating, including employers liability coverage subject to a limit of no less
than One Million Dollars ($1,000,000.00) each employee, One Million Dollars
($1,000,000.00) each accident, One Million Dollars ($1,000,000.00) policy
limit.  The policy shall include
endorsements for Voluntary Compensation, Stop Gap Liability, Long-Shoreman’s
and Harbors Workmans Compensation Act and Maritime Coverages (as
applicable).  If the Borrowers have
elected to self-insure Workers Compensation coverage in the State of Nevada (or
any other state), the Agent Bank must be furnished with a copy of the
certificate from the state(s) permitting self-insurance and evidence of a Stop
Loss Excess Workers Compensation policy with a specific retention of no greater
than One Hundred Fifty Thousand Dollars ($150,000.00) per occurrence.


 


j.              Retention.  If Borrowers’ general liability and
automobile policies include a self-insured retention, it is agreed and fully
understood that Borrowers are solely responsible for payment of all amounts due
within said self-insured retentions.  Any
Indemnification/Hold Harmless provision is extended to cover all liabilities
associated with said self-insured retentions.


 


k.             Umbrella
Liability.  An Umbrella Liability
policy shall be purchased with a limit of not less than Fifty Million Dollars
($50,000,000.00) providing excess coverage over all limits and coverages
indicated in paragraphs (f), (h) and (i) above. 
The limits can be obtained by a combination of Primary and Excess
Umbrella policies, provided that all layers follow form with the underlying
policies indicated in (f), (h) and (i) are written on an “occurrence”
form.  This policy shall be endorsed to
include the Agent Bank as an additional insured on behalf of the Banks, in the
same manner set forth in Section 5.09(f) hereinabove.


 


l.              Key
Man Life Insurance.  The Borrower
Consolidation shall maintain key-man life insurance on the life of Arneault in
an aggregate amount of no less than Eight Million Dollars ($8,000,000.00).  Each such key man life insurance policy or
policies shall designate MTRI as the beneficiary thereof and shall provide that
written notice shall be given to Agent Bank no less than thirty (30) days prior
to any cancellation or termination thereof.


 


9

















 


m.            Ratings.  Except as provided below, all policies
indicated above shall be written with insurance companies licensed and admitted
to do business in all states where the Borrower Consolidation, or any of them,
is operating and shall be rated no lower than “A XII” in the most recent
addition of A.M. Best’s or “AA-” in the most recent edition of Standard &
Poor’s, or such other carrier reasonably acceptable to Agent Bank.  All policies discussed above shall be
endorsed to provide that in the event of a cancellation, non-renewal or
material modification, Agent Bank shall receive thirty (30) days prior written
notice thereof.  The Borrowers shall
furnish Agent Bank with Certificates of Insurance executed by an authorized
agent evidencing compliance with all insurance provisions discussed above on an
annual basis.  The Borrowers shall also
furnish actual policy endorsements evidencing appropriate status of Agent Bank
(as mortgagee, loss payee and additional insured).  Certificates of Insurance executed by an
authorized agent of each carrier providing insurance evidencing continuation of
all coverages have been provided on the Restatement Date and will be provided
annually on or before ten (10) days prior to the expiration of each
policy.  All certificates and other
notices related to the insurance program shall be delivered to Agent Bank
concurrently with the delivery of such certificates or notices to such carrier
or to Borrowers, or any of them, as applicable. 
Notwithstanding the foregoing, however, Agent Bank, on behalf of the
Lenders, consents to the following coverages with the Standard and Poor’s
ratings set forth below:


 


(i)            Excess Liability
with Great American at A-;


 


(ii)           Umbrella with AIG
(National Union Fire Insurance Co.) at AA+;


 


(iii)          General Liability
and Auto with American Specialty/Discover P&C at A+;


 


(iv)          Crime with AIG
(National Union Fire Insurance Co.) at AA+;


 


(v)           Property Insurance
with Allian, Global Risks U.S. Insurance Company at AA-, Affiliated FM at
BBBpi; Continental Casualty Company at A-, Liberty Mutual Fire Insurance


 


10

















 


Company at A,
Travelers Property Casualty Company at A+ and/or Zurich American Insurance
Company at A+.


 


n.             Other
Coverage.  Any other insurance
reasonably requested by Agent Bank or Requisite Lenders in such amount and
covering such risks as may be reasonably required and customary in the race
track hotel/casino industry in the general location of the Hotel/Casino
Facilities.  Approval of any insurance by
Agent Bank shall not be a representation of solvency of any insurer or
sufficiency of any coverage required under this Credit Agreement.  All requirements are considered minimum in
terms of the purchase and maintenance of insurance under this Credit Agreement.”


 


4.             Restatement of Leverage Ratio
Covenant.  As of the Second Amendment
Effective Date, Section 6.01 of the Existing Credit Agreement entitled “Leverage
Ratio” shall be and is hereby fully amended and restated in its entirety as
follows:


 


“Section 6.01.  Leverage Ratio.  Commencing as of the Fiscal Quarter ending
March 31, 2006 and continuing as of each Fiscal Quarter end until Credit
Facility Termination, the Borrower Consolidation shall maintain a Leverage
Ratio no greater than the ratios described hereinbelow to be calculated as of
the end of each Fiscal Quarter in accordance with the following schedule:


 


	
  Fiscal Quarter End

  	
   

  	
  Maximum Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  As of the Fiscal Quarter
  ending March 31, 2006

  	
   

  	
  5.25 to 1.00

  
	
   

  	
   

  	
   

  
	
  As of the Fiscal Quarter ending June 30, 2006 and as of each
  Fiscal Quarter end through Credit Facility Termination

  	
   

  	
  4.35 to 1.00”

  



 


5.             Amendment of Limitation on
Indebtedness Covenant.  As of the Second
Amendment Effective Date, Section 6.04 of the Existing Credit Agreement
entitled “Limitation on Indebtedness” shall be and is hereby amended by adding
an additional Subsection (h) as follows:


 


“h.           Indebtedness which
may be incurred by Borrowers under the Senior Subordinated Notes up to the
maximum aggregate amount of One Hundred Twenty-Five Million Dollars
($125,000,000.00), so long as a portion of the net proceeds of such


 


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Senior
Subordinated Notes are used to reduce the Funded Outstandings under the Credit
Facility to zero ($0.00) concurrently or substantially concurrent with
Borrowers’ receipt of such net proceeds.”


 


6.             Restatement of Notices and
Delivery Section.  As of the Second
Amendment Effective Date, Section 10.03 of the Existing Credit Agreement
entitled “Notices and Delivery” shall be and is hereby fully amended and
restated in its entirety as follows:


 


“Section 10.03.  Notices and
Delivery.


 


a.             The Borrowers agree
that the Agent Bank may make any material delivered by the Borrowers to the
Agent Bank, as well as any amendments, waivers, consents, and other written
information, documents, instruments and other materials relating to the
Borrowers, any of their Subsidiaries or Affiliates, or any other materials or
matters relating to this Credit Agreement, the Notes or any of the transactions
contemplated hereby (collectively, the “Communications”) available to the
Lenders by posting such notices on an electronic delivery system (which may be
provided by the Agent Bank, an Affiliate of the Agent Bank, or any Person that
is not an Affiliate of the Agent Bank), such as IntraLinks, or a substantially
similar electronic system (the “Platform”) at the expense of Borrowers.  The Borrowers acknowledge that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided “as is” and “as available” and
(iii) neither the Agent Bank nor any of its Affiliates warrants the accuracy,
completeness, timeliness, sufficiency, or sequencing of the Communications
posted on the Platform.  The Agent Bank
and its Affiliates expressly disclaim with respect to the Platform any liability
for errors in transmission, incorrect or incomplete downloading, delays in
posting or delivery, or problems accessing the Communications posted on the
Platform and any liability for any losses, costs, expenses or liabilities that
may be suffered or incurred in connection with the Platform.  No warranty of any kind, express, implied or
statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent Bank or any of
its Affiliates in connection with the Platform. 
Borrowers agree to pay to


 


12

















 


Agent Bank
annually in advance, the cost of maintaining and using the Platform.


 


b.             Each Lender agrees that notice to it (as provided
in the next sentence) (a “Notice”) specifying that any Communication has been
posted to the Platform shall for purposes of this Credit Agreement constitute
effective delivery to such Lender of such information, documents or other
materials comprising such Communication. 
Each Lender agrees (i) to notify, on or before the date such Lender
becomes a party to this Credit Agreement, the Agent Bank in writing of such
Lender’s e-mail address to which a Notice may be sent (and from time to time
thereafter to ensure that the Agent Bank has on record an effective e-mail
address for such Lender) and (ii) that any Notice may be sent to such e-mail
address.


 


c.             Notwithstanding
the foregoing, any Communications may be personally served, faxed or sent by
courier service or United States mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a facsimile (or
on the next Banking Business Day if such facsimile is received on a non-Banking
Business Day or after 5:00 p.m. on a Banking Business Day) or four (4) Banking
Business Days after deposit in the United States mail (registered or certified,
with postage prepaid and properly addressed). 
Notices to Agent Bank pursuant to Articles II shall not be effective
until received by Agent Bank.


 


d.             For the purposes
hereof, the addresses of the parties hereto (until notice of a change thereof
is delivered as provided in this Section 10.03) shall be as set forth below
each party’s name on the signature pages hereof, or, as to each party, at such
other address as may be designated by such party in an Assignment and
Assumption Agreement or in a written notice to all of the other parties.  All non-electronic deliveries to be made to
Agent Bank for distribution to the Lenders shall be made to Agent Bank at the
addresses specified for notice on the signature page hereto and in addition, a
sufficient number of copies of each such delivery shall be delivered to Agent
Bank for delivery to each Lender at the address specified for deliveries on the
signature page hereto or such other address as may be designated by Agent Bank
in a written notice.


 


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7.             Conditions Precedent to Second
Amendment Effective Date.  The
occurrence of the Second Amendment Effective Date is subject to Agent Bank
having received the following documents and payments, in each case in a form
and substance reasonably satisfactory to Agent Bank, and the occurrence of each
other condition precedent set forth below on or before March 31, 2006:


 


a.             Due execution by
Borrowers and Banks of five (5) duplicate originals of this Second Amendment;


 


b.             Due execution by
Borrowers of the original Revolving Credit Note (First Restated);


 


c.             An original
Certificate of Corporate Resolution for each of the Borrowers authorizing each
respective Borrower to enter into all documents and agreements to be executed
by it pursuant to this Second Amendment and further authorizing and empowering
the officer or officers who will execute such documents and agreements with the
authority and power to execute such documents and agreements on behalf of each
respective corporation;


 


d.             Borrowers shall
have executed and delivered to Agent Bank any further amendments to the
Security Documentation reasonably requested by Agent Bank for the purpose of
securing repayment of the Commitment Increase and the Bank Facilities and shall
pay the costs of the 110.5 endorsement or other applicable endorsement to the Title
Insurance Policies evidencing its continued application to the Bank Facilities,
as increased by the Commitment Increase, and to the Security Documentation;


 


e.             On the Second
Amendment Effective Date, Borrowers shall pay the Commitment Increase Fee required
in the Fee Side Letter to be retained by Agent Bank or distributed to Lenders
as determined by Agent Bank.


 


f.              Reimbursement to
Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses
incurred by Agent Bank in connection with the Commitment Increase and the
Second Amendment, but not limited to, reasonable attorneys’ fees of Henderson
& Morgan, LLC and all other like expenses remaining unpaid as of the Second
Amendment Effective Date; and


 


g.             Such other
documents, instruments or conditions as may be reasonably required by Agent
Bank.


 


14

















 


8.             Representations of Borrowers.  Borrowers hereby represent to the Banks,
which representations shall survive the Second Amendment Effective Date and be
deemed incorporated into Article IV of the Credit Agreement, that:


 


a.             The representations
and warranties contained in Article IV of the Existing Credit Agreement and
contained in each of the other Loan Documents (other than representations and
warranties which expressly speak only as of a different date, which shall be
true and correct in all material respects as of such date) are true and correct
on and as of the Second Amendment Effective Date in all material respects as
though such representations and warranties had been made on and as of the
Second Amendment Effective Date, except to the extent that such representations
and warranties are not true and correct as a result of a change which is
permitted by the Credit Agreement or by any other Loan Document or which has
been otherwise consented to by Agent Bank or, where applicable, the Requisite
Lenders;


 


b.             Since the date of
the most recent financial statements referred to in Section 5.08 of the
Existing Credit Agreement, no Material Adverse Change has occurred and no event
or circumstance which could reasonably be expected to result in a Material
Adverse Change has occurred;


 


c.             No event has
occurred and is continuing which constitutes a Default or Event of Default
under the terms of the Credit Agreement; and


 


d.             The execution,
delivery and performance of this Second Amendment, the Revolving Credit Note
and each of the related documents has been duly authorized by all necessary
action of Borrowers and this Second Amendment, the Revolving Credit Note and each
of the related documents constitute valid, binding and enforceable obligation
of Borrowers.


 


9.             Incorporation by Reference.  This Second Amendment shall be and is hereby
incorporated in and forms a part of the Existing Credit Agreement.


 


10.           Governing Law.  This Second Amendment to Credit Agreement
shall be governed by the internal laws of the State of Nevada without reference
to conflicts of laws principles.


 


11.           Counterparts.  This Second Amendment may be executed in any
number of separate counterparts with the same effect as if the signatures
hereto and hereby were upon the same instrument.  All such counterparts shall together
constitute one and the same document.


 


15

















 


12.           Continuance of Terms and Provisions.  All of the terms and provisions of the Credit
Agreement shall remain unchanged except as specifically modified herein.


 


13.           Replacement Schedule and Exhibit
Attached.  The following replacement
Schedule and Exhibit are attached hereto and incorporated herein and made a
part of the Credit Agreement as follows:


 


	
  Schedule 2.01(a) -

  	
  Schedule of Lenders’ Proportions in Credit Facility as of Second
  Amendment Effective Date

  
	
   

  	
   

  
	
  Exhibit A -

  	
  Revolving
  Credit Note (First Restated) - Form

  



 


16

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to Fourth Amended and Restated Credit
Agreement to be executed as of the day and year first above written.


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Edson R. Arneault,

  
	
   

  	
   

  	
  President

  



 


S-1

















 


	
   

  	
   

  	
  BANKS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK,

  
	
   

  	
   

  	
  National Association,

  
	
   

  	
   

  	
  Agent Bank, Lender,

  
	
   

  	
   

  	
  Swingline Lender and

  
	
   

  	
   

  	
  L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Greg Rossiter

  	
   

  
	
   

  	
   

  	
   

  	
  Greg Rossiter,

  
	
   

  	
   

  	
   

  	
  Assistant Vice President

  



 


S-2

















 


	
   

  	
   

  	
  NATIONAL CITY BANK OF

  
	
   

  	
   

  	
  PENNSYLVANIA,

  
	
   

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Emil Kwaczala

  	
   

  
	
   

  	
   

  	
   

  	
  Emil Kwaczala,

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20 Stanwix Street

  
	
   

  	
   

  	
  Pittsburgh, PA 15222-4802

  
	
   

  	
   

  	
  Attn: Emil Kwaczala, VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (412) 644-7727

  
	
   

  	
   

  	
  Facsimile: (412) 644-8889

  



 


S-3

















 


	
   

  	
   

  	
  CIT LENDING SERVICES CORPORATION,

  
	
   

  	
   

  	
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Scott Plushay

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name

  	
  Scott Plushay

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
  VP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1 CIT Drive

  
	
   

  	
   

  	
  Livingston, NJ 07039

  
	
   

  	
   

  	
  Attn: Shamik Ghosh, A.V.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (973) 422-3826

  
	
   

  	
   

  	
  Facsimile: (973) 535-1732

  
							



 


S-4

















 


	
   

  	
   

  	
  PNC BANK,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ David G. Schaich

  	
   

  
	
   

  	
   

  	
   

  	
  David G. Schaich,

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  One PNC Plaza

  
	
   

  	
   

  	
  249 Fifth Avenue, 5th Floor

  
	
   

  	
   

  	
  Pittsburgh, PA 15222-2707

  
	
   

  	
   

  	
  Attn: David G. Schaich, V.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: (412) 762-1199

  
	
   

  	
   

  	
  Facsimile: (412) 762-4718

  



 


S-5

















 


SCHEDULE OF
LENDERS’ PROPORTIONS


IN
CREDIT FACILITY


(As of Second
Amendment Effective Date)


 


	
  NAME OF LENDER

  	
   

  	
  MAXIMUM AMOUNT

  OF PRINCIPAL

  	
   

  	
  PROPORTIONATE

  SYNDICATION

  INTEREST IN CREDIT

  FACILITY

  	
   

  
	
  Wells Fargo
  Bank, National Association

  	
   

  	
  $

  	
  50,000,000.00

  	
   

  	
  47.6190476

  	
  %

  
	
  National
  City Bank of Pennsylvania

  	
   

  	
  20,000,000.00

  	
   

  	
  19.0476191

  	
  %

  
	
  CIT Lending
  Services Corporation

  	
   

  	
  20,000,000.00

  	
   

  	
  19.0476191

  	
  %

  
	
  PNC Bank,
  National Association

  	
   

  	
  15,000,000.00

  	
   

  	
  14.2857142

  	
  %

  
	
  TOTAL

  	
   

  	
  $

  	
  105,000,000.00

  	
   

  	
  100.0

  	
  %

  



 


 


SCHEDULE 2.01(a)