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Exhibit 10.14  


 
 

SECOND AMENDMENT TO THIRD
  AMENDED AND RESTATED CREDIT AGREEMENT    
    



        THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT ("Second Amendment") is made and entered into as of the 12th day of November,
2003, 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"), SPEAKEASY GAMING OF RENO, INC., a Nevada corporation ("SGRI"), PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation ("PIDI") and RACING
ACQUISITION, INC., an Ohio corporation ("RAI" and together with MTRI, MPI, SGLVI, SGRI and PIDI, collectively referred to as the "Borrowers"), WELLS FARGO BANK, National Association, NATIONAL
CITY BANK OF PENNSYLVANIA and BRANCH BANKING AND TRUST COMPANY (each individually a "Lender" and 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"), WELLS FARGO BANK, National Association, as the issuer of letters of credit (in such capacity, together with it
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.
Borrower and Banks entered into a Third Amended and Restated Credit Agreement dated as of March 28, 2003, as amended by First Amendment to Amended and Restated Credit Agreement
dated as of June 18, 2003 (collectively, the "Existing Credit Agreement") for the purpose of establishing a revolving line of credit in the principal amount of Fifty Million Dollars
($50,000,000.00), including subfacilities for the funding of swingline advances and issuance of Letters of Credit. 


        B.
Borrowers and Banks desire to amend the Existing Credit Agreement for the purposes of: (i) modifying the Minimum Tangible Net Worth Covenant set forth in Section 6.03
for the purpose of taking into account Intangibles attributable to the Scioto Merger, and (ii) clarifying that the secured financing in favor of National City Bank which was permitted to
continue following the Scioto Merger Effective Date pursuant to Section 5.29(c) constitutes allowed Indebtedness under Section 6.04, all effective retroactively to September 30,
2003. 


        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: 


        1.    Definitions.    Effective as of September 30, 2003, 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: 


        "Compliance
Certificate" shall mean a compliance certificate as described in Section 5.08(e), the form of which is more particularly described on "Exhibit D", affixed to the
Second Amendment and by this reference incorporated herein and made a part hereof, which revised Exhibit D shall fully supersede and restate Exhibit D attached to the Existing Credit
Agreement. 


        "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. 


        "Second
Amendment" shall mean the Second Amendment to Third Amended and Restated Credit Agreement dated as of November 12, 2003. 



        "Second
Amendment Effective Date" shall mean September 30, 2003, subject to the execution and delivery of this Second Amendment by Borrowers and Requisite Lenders. 


        2.    Restatement of Section 6.03.    As of the Second Amendment Effective Date,
Section 6.03 of the Existing Credit Agreement entitled "Minimum Tangible Net Worth" shall be and is hereby deleted in its entirety and the following is substituted as a full restatement
thereof: 



        "Section 6.03.    Minimum
Tangible Net Worth.    The Borrower Consolidation shall maintain as of the last day of each Fiscal
Quarter a Tangible Net Worth equal to or greater than the sum of (a) ninety percent (90%) of the Tangible Net Worth of the Borrower Consolidation calculated as of September 30, 2003,
plus (b) eighty-five percent (85.0%) of Net Income after taxes realized by the Borrower Consolidation as of each Fiscal Quarter end occurring on and after December 31, 2003,
without deduction for any net losses, plus (c) ninety percent (90.0%) of the Net Proceeds received by the Borrower Consolidation from all Equity Offerings made subsequent to
September 30, 2003." 




        3.    Restatement of Limitation on Indebtedness Subsection.    As of the Second Amendment
Effective Date, Subsection 6.04(f) shall be and is hereby fully amended and restated in its entirety as follows: 




"f.
Indebtedness evidenced by (i) the Woodview Loan Documents, and (ii) the secured financing in favor of National City Bank in the approximate amount of Two Million Five Hundred
Thousand Dollars ($2,500,000.00) and/or lease financing obligations existing prior to the Scioto Merger Effective Date permitted to continue following the Scioto Merger Effective Date in accordance
with the provisions set forth in Section 5.29(c)." 





        4.    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.     after
giving effect to the Second Amendment, 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 has been duly authorized by all necessary action of Borrowers and this Second Amendment constitutes the
valid, binding and enforceable obligation of Borrowers. 


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


        6.     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. 


        7.     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. 



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


        9.     Replacement
Exhibit Attached. The following replacement exhibit is attached hereto and incorporated herein and made a part of the Credit
Agreement as follows: 


        Exhibit D—Compliance
Certificate (First Restated)—Form 


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        IN
WITNESS WHEREOF, Borrowers and the Agent Bank (acting at the direction of the Requisite Lenders pursuant to Section 10.11 of the Credit Agreement) have executed this Second
Amendment as of the day and year first above 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
	

 	
 	

SPEAKEASY GAMING OF RENO, 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
	

 	
 	

RACING ACQUISITION, INC.,

an Ohio corporation
	

 	
 	

By	

/s/  EDSON R. ARNEAULT      
 Edson R. Arneault,

President
	 	 	 	 



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AGENT BANK:
	

 	
 	

WELLS FARGO BANK,

National Association,

Agent Bank, on behalf of the Lenders,

Swingline Lender and L/C Issuer
	

 	
 	

By	

/s/  SUE FULLER      
 Sue Fuller,

Vice President




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SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT