Exhibit
4.3


 


MTR GAMING GROUP, INC.


$125,000,000 9% Senior
Subordinated  Notes due 2012


REGISTRATION RIGHTS AGREEMENT


May 25, 2006


JEFFERIES & COMPANY, INC.

WELLS FARGO  SECURITIES, LLC

c/o Jefferies & Company, Inc.

11100 Santa Monica Boulevard, 10th Floor

Los Angeles, California  90025


Ladies and Gentlemen:


MTR Gaming Group, Inc., a Delaware corporation (the “Company”), is issuing and selling to
Jefferies & Company, Inc. and Wells Fargo Securities, LLC (the “Initial Purchasers”), upon the terms set
forth in a purchase agreement, dated as of May 25, 2006 (the “Purchase Agreement”), $125,000,000
aggregate principal amount at maturity of the Company’s 9% Senior Subordinated Notes due 2012, Series A,
including the Guarantees (as defined below) endorsed thereon (the “Notes”). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, the Company and each of the
guaran­tors (the “Guarantors”)
signatory to the Purchase Agreement jointly and severally agrees with the
Initial Purchasers, for the benefit of the holders of the Securities (as
defined below) (including, without limitation, the Initial Purchasers), as
follows:









 



1.                                       Definitions.


Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this Agree­ment,
the following terms shall have the following meanings:


Advice:  See the last paragraph of Section 6.


Agreement:  This Registration Rights Agreement.


Applicable Period:  See Section 2(f).


Business Day:  Any day, other than a Saturday, a Sunday or a
day on which banking institutions in the City of New York or at a place of
payment are authorized or obligated by law, regulation or executive order to be
closed.


Closing Date:  May 25, 2006.


controlling person:  See Section 8(a).


DTC:  See Section 6(i).


Effectiveness Date:  The 180th day following the
Closing Date.


Effectiveness Period:  See Section 3(a).


Event:  See Section 4(a).


Event Date:  See Section 4(a).


Exchange Act:  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


Exchange Offer:  See Section 2(a).


Exchange Offer Registration Statement:  See Section 2(a).


Exchange Securities:  The 9% Senior Subordinated Notes due 2012, Series B,
of the Company, including the guarantees endorsed or to be endorsed thereon,
identical in all respects to the Notes and the Guarantees, except for
references to series and restric­tive legends.


Filing Date:  The 90th day following the
Closing Date.


Guarantees:  The full and unconditional guarantee, on a
senior 



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subordinated basis by the Guarantors, as to payment of
principal, interest, premium, if any, and the Weekly Liquidated Damages Amount,
if any, with respect to the Notes.


Holder:  Each holder of Registrable Securities.


Holder Indemnified Parties:  See Section 8(a).


indemnified party:  See Section 8(c).


indemnifying parties:  See Section 8(c).


Indenture:  The Indenture, dated as of the date hereof,
by and among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee,
pursuant to which the Notes are being issued, as amended or supplemented from
time to time, in accordance with the terms thereof.


Initial Shelf Registration:  See Section 3(a).


Issuer Free Writing Prospectus:  See Section 6(n).


Losses:  See Section 8(a).


Maximum Contribution Amount:  See Section 8(d).


NASD:  The National Association of Securities
Dealers, Inc.


Participating Broker-Dealer:  See Section 2(f).


Person:   An individual, trustee, corporation, limited
liability com­pany, partnership, limited liability partnership, joint stock
company, joint venture, trust, unincorporated organization or association,
government or any agency or political subdivision thereof, union, business
association, firm or other entity.


Private Exchange:  See Section 2(g).


Private Exchange Securities:  See Section 2(g).


Prospectus:  The prospectus included in a Registration
Statement at the time that such Registration Statement becomes effective under
the Securities Act (including, without limitation, a prospectus that discloses
information previously omitted from a pro­spectus filed as part of an effective
registration statement in reliance upon Rule 430A, 430B or 430C under the
Securities Act), as amended or supplemented by any prospectus supple­ment with
respect to the terms of the offering of any portion of the Securities covered
by such Registration Statement, and all other 



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amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


Registrable Securities:  Any of the Notes, the Private Exchange
Securities and the Exchange Securities received in the Exchange Offer that may
not be sold without restriction under federal or state securities law.


Registration Statement:  Any registration statement of the Company
that covers any of the Securities and that is filed pursuant to the provisions
of this Agreement, including the Prospectus included therein, all amendments
and supplements to such registration statement and Prospectus (including
post-effective amendments), all exhibits thereto and all material incorporated
by reference or deemed to be incorporated by reference therein.


Rule 144:  Rule 144 under the Securities Act, as
such rule may be amended from time to time, or any similar rule (other
than Rule 144A) or regulation hereafter adopted by the SEC.


Rule 144A:  Rule 144A under the Securities Act, as
such rule may be amended from time to time, or any similar rule (other
than Rule 144) or regulation hereafter adopted by the SEC.


Rule 415:  Rule 415 under the Securities Act, as
such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC.


SEC:  The Securities and Exchange Commission.


Securities:  The Notes, the Private Exchange Securities
and the Exchange Securities, collectively.


Securities Act:  The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.


Shelf Effectiveness Date:  With respect to a Shelf Registration, the 60th day after the filing of such Shelf
Registration.


Shelf Filing Date:  With respect to a Shelf Registration, the 30th day following (i) in the case of an
Initial Shelf Registration, delivery of the Shelf Notice triggering the
obligation to file such Initial Shelf Registration, and (ii) in the case
of a Subsequent Shelf Registration, the cessation of effectiveness or
expiration of the prior Shelf Registration.



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Shelf Notice:  See Section 2(i).


Shelf Registration:  The Initial Shelf Registration and any Subse­quent
Shelf Registration.


Special Counsel:  Counsel chosen by the holders of a majority
in aggregate principal amount of Securities.


Subsequent Shelf Registration:  See Section 3(b).


TIA:  The Trust Indenture Act of 1939, as amended.


Trustee:  The trustee under the Indenture and, if any,
the trustee under any indenture governing the Exchange Securities or the
Private Exchange Securities.


Underwritten Registration or Underwritten Offering:   A registra­tion in which securities of the
Company are sold to an underwriter for reoffering to the public.


Weekly Liquidated Damages Amount:  With respect to any Event, an amount per week
per $1,000 principal amount of Registrable Securities equal to $0.05 for the
first 90-day period immediately following the applicable Event Date,
increasing by an additional $0.05 per week per $1,000 principal amount of
Registrable Securities with respect to each subsequent 90-day period, up
to a maximum amount of $0.25 per week per $1,000 principal amount of
Registrable Securities.


2.                                       Exchange Offer.


(a)           The
Company and the Guarantors shall:


(i)            prepare and file with the SEC
promptly after the date hereof, but in no event later than the Filing Date, a
registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities
Act with respect to a proposed offer (the “Exchange
Offer”) to the Holders to issue and deliver to such Holders, in
exchange for the Notes, a like aggregate principal amount of Exchange
Securities;


(ii)           use their respective reasonable best
efforts to cause the Ex­change Offer Registration Statement to become effective
as promptly as practicable after the filing thereof, but in no event later than
the Effectiveness Date;



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(iii)          use their respective reasonable best
efforts to keep the Exchange Offer Registration Statement effective until the
consummation of the Exchange Offer pursuant to its terms; and


(iv)          unless the Exchange Offer would not be
permitted by a policy of the SEC, commence the Exchange Offer and use their
respective reasonable best efforts to, on or prior to 45 days after the
Exchange Offer Registration Statement becomes effective under the Securities
Act, consum­mate the Exchange Offer and issue Exchange Securities in exchange
for all Notes tendered prior thereto in the Exchange Offer.


The Exchange Offer shall not be subject to any conditions, other than
that the Exchange Offer does not violate applicable law or any applicable
interpretation of the staff of the SEC.


(b)           The
Exchange Securities shall be issued under, and entitled to the benefits of, the
Indenture or a trust indenture that is identical to the Indenture (other than
such changes as are necessary to comply with any requirements of the SEC to
effect or maintain the qualification thereof under the TIA).


(c)           In
connection with the Exchange Offer, the Company and the Guarantors shall:


(i)            mail to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal that is an exhibit to the Exchange
Offer Registration Statement, and any related documents;


(ii)           keep the Exchange Offer open for not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law);


(iii)          utilize the services of a depositary
for the Exchange Offer with an address in the Borough of Manhattan, The City of
New York;


(iv)          permit Holders to withdraw tendered
Notes at any time prior to the close of business, New York time, on the last
Business Day on which the Exchange Offer shall remain open; and


(v)           otherwise comply with all laws
applicable to the Exchange Offer.


(d)           As soon as
practicable after the close of the Exchange Offer, the Company and the
Guarantors shall:



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(i)            accept for exchange all Notes validly
tendered and not validly withdrawn pursuant to the Exchange Offer;


(ii)           deliver to the Trustee for
cancellation all Notes so accepted for exchange; and


(iii)          cause the Trustee promptly to
authenticate and deliver to each Holder of Notes, Exchange Securities equal in
aggregate principal amount to the Notes of such Holder so accepted for
exchange.


(e)           Interest
on each Exchange Security and each Private Exchange Security will accrue from
the last interest payment date on which interest was paid on the Notes
surrendered in exchange therefor or, if no interest has been paid on the Notes,
from the date of original issue of the Notes. Each Exchange Security and each
Private Exchange Security shall bear interest at the rate set forth thereon; provided, that interest with respect to
the period prior to the issuance thereof shall accrue at the rate or rates
borne by the Notes surrendered in exchange therefor from time to time during
such period.


(f)            The
Company and the Guarantors shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
containing a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any broker-dealer
that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities received by such broker-dealer in the Ex­change
Offer (a “Participating Broker-Dealer”).
Such “Plan of Distribution” section shall also allow the use of the Prospectus
by all Persons subject to the prospectus delivery requirements of the
Securities Act, including (without limitation) all Participating
Brokers-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Securities. The Company
and the Guarantors shall use their respective reasonable best efforts to keep
the Exchange Offer Registration Statement continuously effective and to amend
and supplement the Prospectus to be lawfully delivered by all Persons subject
to the prospectus delivery requirement of the Securities Act for the shorter of
: (i) such period of time as such Persons must comply with such
requirements in order to resell the Exchange Securities and (ii) the
period ending when all Registrable Securities covered by the Exchange Offer
Registration Statement have been sold pursuant thereto (the “Applicable Period”).


(g)           If, prior
to consummation of the Exchange Offer, any Initial Purchaser holds any Notes
acquired by it and having the status as an unsold allotment in the initial
distribution of the Notes, the Company and the Guarantors shall, upon the
request of such Initial Purchaser, simultaneously with the delivery of 



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the
Exchange Securities in the Exchange Offer, issue (pursuant to the same
indenture as the Exchange Securities and subject to transfer restrictions
thereon) and deliver to the Initial Purchaser, in exchange for the Notes held
by such Initial Purchaser (the “Private
Exchange”), a like principal amount of debt securities of the
Company, including guarantees endorsed thereon, that are identical to the
Exchange Securities (the “Private Exchange
Securities”). The Private Exchange Securities shall bear the same
CUSIP number as the Exchange Securities.


(h)           The Company
may require each Holder participating in the Exchange Offer to represent to the
Company and the Guarantors that, at the time of the consum­mation of the
Exchange Offer:  (i) any Exchange
Securities received by such Holder in the Exchange Offer will be acquired in
the ordinary course of its business; (ii) such Holder will have no
arrangement or understanding with any Person to partici­pate in the
distribution of the Exchange Securities within the meaning of the Securi­ties
Act or resale of the Exchange Securities in violation of the Securities Act; (iii) if
such Holder is not a broker-dealer, that it is not engaged in and does
not intend to engage in, the distribution of the Exchange Securities; (iv) if
such Holder is a broker-dealer that will receive Exchange Securities for
its own account in exchange for Notes that were acquired as a result of market-making
or other trading activities, that it will deliver a prospectus, as required by
law, in connection with any resale of such Exchange Securities; and (v) if
such Holder is an affiliate of the Company, that it will comply with the
registration and prospectus delivery requirements of the Securities Act
applicable to it.


(i)            If:  (i) prior to the consummation of the
Exchange Offer, the Company or the Holders of a majority in aggregate principal
amount of Registrable Securities determines in its or their reasonable judgment
that (A) the Ex­change Securities would not, upon receipt, be tradeable by
the Holders thereof without restriction under the Securities Act and the
Exchange Act and without material restrictions under applicable Blue Sky or
state securities laws or (B) the interests of the Holders under this
Agreement, taken as a whole, would be materially adversely affected by the
consummation of the Exchange Offer; (ii) applicable interpretations of the
staff of the SEC would not permit the consummation of the Exchange Offer prior
to the Effectiveness Date; (iii) subsequent to the consummation of the
Private Exchange, any Holder of Private Exchange Securities so requests; (iv) the
Exchange Offer is not consummated within 225 days of the Closing Date for any
reason; or (v) in the case of (A) any Holder prohibited by law or SEC
policy from participating in the Exchange Offer, (B) any Holder
participating in the Exchange Offer that receives Exchange Securities that may
not be sold without restriction under state and federal securities laws (other
than due solely to the status of such Holder as an affiliate of the Company
within the meaning of the Securities Act) or (C) any broker-dealer that
holds Notes acquired directly from the Company or any of their respective
affiliates and, in each such case contemplated by this clause (v), such Holder
notifies the 



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Company
within 20 Business Days (provided that if a Holder has delivered a notice
within such time period, any other Holder meeting the requirements set forth in
clause (v)(A), (B) or (C) may thereafter submit a notice up to and
including the date that is 20 Business Days following the Shelf Filing Date) of
consummation of the Exchange Offer, then the Company shall promptly (and in any
event within five Business Days) deliver to the Holders (or in the case of an
occurrence of any event described in clause (v) of this Section 2(i),
to any such Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as promptly as
possible thereafter (but in no event later than the Shelf Filing Date) file an
Initial Shelf Registration pursuant to Section 3; provided, that no Holder (other than the
Initial Purchasers) shall be entitled to have Securities held by it covered by
such Shelf Registration unless such Holder agrees to be bound by all of the
provisions of this Agreement applicable to such Holder.


3.                                       Shelf Registration.


If a Shelf Notice is required to be delivered pursuant to clause (i),
(ii), (iii) or (iv) of Section 2(i), then this Section 3
shall apply to all Registrable Securities. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of this Section 3
shall apply solely with respect to (i) Notes held by any Holder thereof
not permitted to participate in the Exchange Offer, (ii) Notes held by any
broker-dealer that acquired such Notes directly from the Company or any of
their respective affiliates, and (iii) Exchange Securities that are not
freely tradeable, in each case, as contemplated by clause (v) of Section 2(i).


(a)           Initial Shelf Registration. The Company
and the Guarantors shall prepare and file with the SEC a Registration Statement
for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities (the “Initial Shelf Registration”) subject to the Company’s right
pursuant to Section 3(c) to exclude the Registrable Securities of
Holders that have not provided the information required to be furnished by such
Holders pursuant to Section 3(c) hereof. The Company and the
Guarantors shall file with the SEC the Initial Shelf Registration as promptly
as possible following the occurrence of the event described in Section 2(i) which
triggered such filing obligation, but in no event later than the Shelf Filing
Date. The Initial Shelf Registration shall be on Form S-1 or another
appropriate form permitting registration of such Registrable Securities for
resale by such Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Company and the
Guarantors (i) shall not permit any securities other than the Registrable
Securities to be included in any Shelf Registra­tion, and (ii) shall use
their respective reasonable best efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act as promptly as
practicable after the filing thereof (but in no event later than the Shelf
Effectiveness Date) (unless it becomes effective automatically upon filing) and
to 



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keep the
Initial Shelf Registration continuously effective under the Securities Act
until the date that is 24 months after the date it becomes effective under the
Securities Act (subject to extension pursuant to the last paragraph of Section 6)
(the “Effectiveness Period”), or
such shorter period ending when (i) all Registrable Securities covered by
the Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration, (ii) a Subsequent Shelf
Registration covering all of the Registrable Securities has become effective
under the Securities Act, (iii) such Registrable Securities are eligible
for resale pursuant to Rule 144(k) under the Securities Act or (iv) there
ceases to be any outstanding Registrable Securities.


(b)           Subsequent Shelf Registrations. If any
Shelf Registration ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the Registrable
Securities registered thereunder), the Company and the Guarantors shall use
their respective reasonable best efforts to obtain the prompt withdrawal of any
order suspending the effectiveness thereof, and in any event shall within 30 days
of such cessation of effectiveness file an amendment to the Shelf Registration
in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional “shelf” Registra­tion
Statement pursuant to Rule 415 covering all of the Registrable Securities
(a “Subsequent Shelf Registration”).
If a Subsequent Shelf Registration is filed, the Company and the Guarantors
shall use their respective reasonable best efforts to cause the Subsequent
Shelf Registration to be declared effective under the Securities Act as
promptly as practicable after such filing (unless it becomes effective
automatically upon filing) and to keep such Subsequent Shelf Registration
continuously effective for a period equal to the number of days in the
Effectiveness Period less the aggregate number of days during which the Initial
Shelf Registration, and any previously filed Subsequent Shelf Registration, was
previously effective. If the Shelf Registration Statement is scheduled to expire
during the Effectiveness Period pursuant to Rule 415(a)(5) under the
Securities Act, the Company will, prior to such expiration, file a Subsequent
Shelf Registration, and use its reasonable best efforts to cause such
Subsequent Shelf Registration to be declared effective under the Securities Act
(unless it becomes effective automatically upon filing) within a period that
avoids any interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions.


(c)           Provision of Information. The Company and
the Guarantors may exclude from any Shelf Registration the Registrable
Securities of any Holder who, without a reasonable basis, fails to furnish to
the Company in writing, within 20 days after receipt of a written request
therefor, the information specified in Item 507 or 508, as applicable, of
Regulation S-K under the Securities Act for use in connection with any Shelf
Registration or Prospectus or preliminary prospectus included therein. No such
Holder shall be entitled to liquidated damages pursuant to Section 4
unless 



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and
until such Holder shall have provided such information. Each Holder whose
Registrable Securities are to be included in a Shelf Registration Statement
agrees to promptly furnish to the Company all additional information required
to be disclosed in order to make the information previously furnished to the
Company by such Holder not materially misleading.


4.                                       Liquidated Damages.


(a)           The
Company and the Guarantors acknowledge and agree that the Holders will suffer
damages, and that it would not be feasible to ascertain the extent of such
damages with precision, if the Company and the Guarantors fail to fulfill their
respective obligations hereunder. Accordingly, in the event of such failure,
the Company and the Guarantors jointly and severally agree to pay liquidated
damages to each Holder under the circumstances and to the extent set forth
below:


(i)            if the Exchange Offer Registration
Statement has not been filed with the SEC on or prior to the Filing Date;


(ii)           if the Exchange Offer Registration
Statement has not become effective under the Securities Act on or prior to the
Effectiveness Date; or


(iii)          if the Company and the Guarantors have
not exchanged Exchange Securities for all Notes validly tendered in accordance
with the terms of the Ex­change Offer within 45 days after the date on which
the Exchange Offer Registration Statement becomes effective under the
Securities Act;


(iv)          if obligated to file an Initial Shelf
Registration and the Company and the Guarantors fail to file such Initial Shelf
Registration with the SEC on or prior to Shelf Filing Date;


(v)           if an Initial Shelf Registration is
filed and such Initial Shelf Registration has not become effective under the
Securities Act or on or prior to the Shelf Effectiveness Date; or


(vi)          if a Shelf Registration is filed and
has become effective under the Securities Act but thereafter (x) ceases to
be effective without being succeeded within 30 days by a Subsequent Shelf
Registration filed with the SEC and that has become effective under the
Securities Act or (y) has expired pursuant to Rule 415(a)(5) under
the Securities Act before a replacement Shelf Registration has been filed with
the SEC and has become effective under the Securities Act;


(each of the foregoing an “Event,”
and the date on which the Event occurs being referred to herein as an “Event Date”).



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Upon the occurrence of any Event, the Company shall pay, or cause to be
paid (and the Guarantors hereby guarantee the payment of), in addition to
amounts otherwise due under the Indenture and the Registrable Securities, as
liquidated damages, and not as a penalty, to each Holder for each weekly period
beginning on the Event Date an amount equal to the Weekly Liquidated Damages
Amount per $1,000 principal amount of Registrable Securities held by such
Holder; provided, that such
liquidated damages will, in each case, cease to accrue (subject to the
occurrence of another Event) on the date on which all Events have been cured. An
Event under clause (i) above shall be cured on the date that the Exchange
Offer Registration Statement (or, if an Initial Shelf Registration is required
to be filed pursuant to clause (i), (ii) or (iii) of Section 2(i),
the date that such Initial Shelf Registration) is filed with the SEC; an Event
under clause (ii) above shall be cured on the date that the Exchange Offer
Registration Statement (or, if an Initial Shelf Registration is required to be
filed pursuant to clause (i), (ii) or (iii) of Section 2(i), the
date that such Initial Shelf Registration) becomes effective under the
Securities Act; an Event under clause (iii) above shall be cured on the
earlier of the date (A) the Exchange Offer is consummated with respect to
all Notes validly tendered or (B) the Company delivers a Shelf Notice to
the Holders and the Trustee pursuant to clause (i), (ii) or (iii) of Section 2(i);
an Event under clause (iv) above shall be cured on the date that such
Initial Shelf Registration is filed with the SEC; an Event under clause (v) above
shall be cured on the date that such Initial Shelf Registration becomes
effective under the Securities Act; and an Event under clause (vi) above
shall be cured, (A) in the case of clause (x) on the earlier of (1) the
date on which the applicable Shelf Registration is no longer subject to an
order suspending the effectiveness thereof or proceedings relating thereto and (2) the
date a new Subsequent Shelf Registration has become effective under the
Securities Act, and (B) in the case of clause (y) when a new
Subsequent Shelf Registration has become effective under the Securities Act.


(b)           The
Company shall notify the Trustee within five Business Days after each Event
Date. The Company shall pay the liquidated damages due on the Registrable
Securities by depositing with the Trustee, in trust, for the benefit of the
Holders thereof, by 12:00 noon, New York City time, on or before the applicable
semi-annual interest payment date for the Registrable Securities,
immediately available funds in sums sufficient to pay the liquidated damages
then due. The liquidated damages amount due shall be payable in the same manner
as interest payments on the Notes on each interest payment date to the record
Holder entitled to receive the interest payment to be made on such date as set
forth in the Indenture.


5.                                       Gaming Consents.


Prior to consummating the Exchange Offer or filing the Initial Shelf
Registra­tion, as the case may be, the Company and the Guarantors shall make or
obtain all 



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Permits necessary or desirable for the consummation of
the transactions contem­plated hereby, including without limitation, the
Exchange Offer, and the required approvals of the West Virginia Gaming
Commission, the West Virginia Lottery Commission, Nevada Gaming Commission, the
Nevada State Gaming Control Board, and any other applicable gaming authorities
(including the Pennsylvania State Horse Racing Commission, the Minnesota Racing
Commission, the Michigan Racing Commission and the Ohio State Racing
Commission).


6.                                       Registration Procedures.


In connection with the registration of any Securities pursuant to Section 2
or 3, the Company and the Guarantors shall effect such registrations to permit
the sale of such Securities in accordance with the intended method or methods
of disposition thereof, and pursuant thereto the Company and the Guarantors
shall:


(a)           Prepare
and file with the SEC, as soon as practicable after the date hereof but in any
event on or prior to the Filing Date, with respect to an Exchange Offer
Registration Statement, and on or prior to the Shelf Filing Date, with respect
to a Shelf Registration, as prescribed by Sections 2 and 3, respectively, and use
their respective reasonable best efforts to cause each such Registration
Statement to become effective and remain continuously effective as provided in
this Agreement; provided, that if
(i) such filing is pursuant to Section 3 or (ii) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section 2
is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, (A) the Company shall notify the
Holders of the Registrable Securities covered by such Registration Statement,
their Special Counsel, each Participating Broker-Dealer, the managing underwriters,
if any, and their counsel of such filing at least five Business Days prior to
making such filing, (B) if requested, the Company and the Guarantors shall
furnish to and afford the Holders of the Registrable Securities covered by such
Registration Statement, their Special Counsel, each Participating
Broker-Dealer, the managing underwriters, if any, and their counsel a
reasonable opportunity to review, and shall make available for inspection by
such Persons, copies of all such docu­ments (including copies of any documents
to be incorporated by reference therein and all exhibits thereto) proposed to
be filed and such financial and other information and books and records of the
Company and the Guarantors, as shall be necessary, in the opinion of Special
Counsel and the respective counsels to such Participating Broker-Dealers and
underwriters, to conduct a reasonable due diligence investigation within the
meaning of the Securities Act, and (C) the Company and the Guarantors
shall cause the members, managers, officers, directors and employees of the
Company and the Guarantors, and counsel and independent certified public
accountants of the Company and the Guarantors, to respond to such inquiries, as




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shall be
necessary, in the opinion of Special Counsel and the respective counsels to
such Participating Broker-Dealers and underwriters, to conduct a reasonable due
diligence investigation within the meaning of the Securities Act. The Company
and the Guarantors may require each Holder to agree in writing to keep
confidential any non-public information relating to the Company and the
Guarantors received by such Holder to refrain from using such information as
the basis for any market transactions in the Securities of the Company and not
to disclose such information (other than to an affiliate or prospective
purchaser who agrees in writing to respect the confidentiality provisions of
this Section 6(a)) until such information has been made generally
available to the public unless the release of such information is required by
law or necessary to respond to inquiries of regulatory authorities. The Company
and the Guarantors shall not file any Registration Statement or Prospectus or
any amendments or supplements thereto which the Holders must be afforded an
opportunity to review prior to the filing of such document, if the Holders of a
majority in aggregate principal amount of the Registrable Securities covered by
such Registration Statement, their Special Counsel, any Participating
Broker-Dealer or the managing underwriters, if any, or their counsel shall
reasonably object to such filing within five Business Days after receipt of the
Company’s notice of filing described above in this Section 6(a). A Holder
shall be deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains an untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein not misleading or fails
to comply with the applicable requirements of the Securities Act.


(b)           Provide an
indenture trustee for the Registrable Securities or the Exchange Securities, as
the case may be, and cause the Indenture (or other indenture relating to the
Registrable Securities) to be qualified under the TIA not later than the
effective date of the first Registration Statement; in connection therewith,
effect such changes to such indenture as may be required for such indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
their respective reasonable best efforts to cause such trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.


(c)           Prepare
and file with the SEC such pre-effective amendments and post-effective
amendments to the Registration Statement as may be necessary in order to cause
the Registration Statement to become effective and to keep such Registration
Statement continuously effective for the time periods required hereby; cause
the related Prospectus to be supplemented by any Prospectus supplement required
by Applicable Law, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act, and comply
fully with Rules 424, 430A, 430B, 430C and 462, as applicable, under the
Securities Act in a timely manner; and comply in all material respects with the
provisions of the 



 14
 






 



Securities
Act and the Exchange Act applicable thereto with respect to the disposition of
all securities covered by such Registration Statement, as so amended, or in
such Prospectus, as so supplemented, in accordance with the intended methods of
distribu­tion set forth in such Registration Statement, as so amended, and such
Prospectus, as so supplemented.


(d)           Furnish to
such selling Holders and Participating Broker-Dealers who so request (i) upon
the Company’s and the Guarantors’ receipt, a copy of the order of the SEC
declaring such Registration Statement and any post-effective amendment thereto
effective (unless it becomes effective automatically upon filing), (ii) such
reasonable number of copies of such Registration State­ment and of each
amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits (including exhibits
incorporated by reference) to such Registration Statement and each such
amendment and supplement), (iii) such reasonable number of copies of the
Prospectus included in such Registration Statement (including each preliminary
prospectus and each supplement thereto), and such reasonable number of copies
of the final Prospectus as filed by the Company and the Guarantors pursuant to Rule 424(b) under
the Securities Act, in conformity with the requirements of the Securities Act,
and (iv) such other documents (including any amendments and supplements
required to be filed pursuant to Section 6(c) and any documents
incorporated therein by reference and all exhibits thereto, including exhibits
incorporated by reference), as any such Person may reasonably request. The
Company and the Guarantors hereby consent to the use  of the Prospectus by each of the selling
Holders of Registrable Securities and by each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Securities
covered by, or the sale by Participating Broker-Dealers of the Exchange
Securities pursuant to, such Prospectus and any amendment or supplement thereto.
The Company shall not, without the prior written consent of the Initial
Purchasers, make any offer relating to the Securities that would constitute a “free
writing prospectus,” as defined in Rule 405 under the Securities Act.


(e)           If (A) a
Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Offer Registration Statement filed pursuant to Section 2
is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, notify the selling Holders of Registrable Securities, their Special
Counsel, each Participating Broker-Dealer and the managing underwriters, if
any, promptly (but in any event within five Business Days), and, if requested
by such Person, confirm such notice in writing, (i) when a Prospectus or
any Prospectus supplement or Registration Statement or post-effective amendment
has been filed, and, with respect to a Regis­tration Statement or any
post-effective amendment, when the same has become effective under the
Securities Act, (ii) of the issuance by the SEC of any stop order 



 15
 






 



suspending
the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any Prospectus or the initiation of any proceedings for
that purpose, (iii) if, at any time when a Prospectus is required by the
Securities Act to be delivered in connection with sales of the Registrable Securities,
the representations and warranties of the Company and the Guarantors contained
in any agreement (includ­ing any underwriting agreement) contemplated by Section 6(n) below
cease to be true and correct in any material respect, (iv) of the receipt by
the Company or any of the Guarantors of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Securities or the Exchange
Securities to be sold by any Participating Broker-Dealer for offer or sale in
any jurisdiction, or the contemplation, initiation or threatening of any
proceeding for such purpose, (v) of the happening of any event that makes
any statement made in such Registration Statement or related Prospectus or any
docu­ment incorporated or deemed to be incorporated therein by reference to be
untrue in any material respect or that requires the making of any additions to
or changes in such Registration Statement, Prospectus or documents so that it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circum­stances under which such statements were made,
not misleading, (vi) of the Company’s and the Guarantors’ reasonable
determination that a post-effective amendment to a Registration Statement would
be appropriate, (vii) of any request by the SEC for amendments to the
Registration Statement or supplements to the Prospectus or for additional
information relating thereto, and (viii) of the issuance by the SEC of a
notification of objection to the use of the form on which the Registration
Statement has been filed, and of the happening of any event that causes the
Company to become an “ineligible issuer,” as defined in Rule 405 under the
Securities Act.


(f)            Use their
respective reasonable best efforts to register or qualify, and, if applicable,
to cooperate with the selling Holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of, Registrable Securities to be included in a Registration
Statement for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer or the managing underwriters reasonably request in writing; and,
if Securities are offered other than through an Underwritten Offering, the
Company and the Guarantors shall cause their respective counsel to perform Blue
Sky investigations and file registrations and qualifications required to be
filed pursuant to this Section 6(f) at the expense of the Company and
the Guarantors; keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required
to be kept effective and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Securities
covered by the applicable 



 16
 






 



Registration
Statement; provided, however, that none of the Company or the
Guarantors shall be required to (i) register or qualify generally to do
business in any jurisdiction where it is not then so qualified, (ii) take
any action that would subject it to general service of process in any
jurisdiction where it is not then so subject or (iii) take any action that
would subject it to general taxation in respect of doing business in any such
jurisdiction where it is not then so subject.


(g)           Use their
respective reasonable best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or preventing or
suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Securities for sale in any
jurisdiction, and, if any such order is issued, use their respective best
efforts to obtain the with­drawal or lifting of any such order at the earliest
possible time.


(h)           If (i) a
Shelf Registration is filed pursuant to Section 3 or (ii) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period, and if requested by the managing underwriters, if any, such
Participating Broker-Dealer or the Holders of a majority in aggregate principal
amount of the Registrable Securities, (A) promptly incorporate in a
Prospectus supplement or post-effective amendment such information as the
managing underwriters, if any, or such Holders reasonably request to be
included therein as required to comply with any Applicable Law and (B) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as practicable after the Company and the Guarantors have
received notification of such matters required by Applicable Law to be
incorporated in such Prospectus supplement or post-effective amendment.


(i)            If (i) a
Shelf Registration is filed pursuant to Section 3 or (ii) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the
Applicable Period,  cooperate with the
selling Holders, such Participating Broker-Dealer and the manag­ing
underwriters, if any, to facilitate the timely preparation and delivery of
certifi­cates representing Registrable Securities to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Deposi­tory Trust Company (“DTC”); and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters, if any, such Participating Broker-Dealer or the Holders
may request.


(j)            If (i) a
Shelf Registration is filed pursuant to Section 3 or (ii) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2 is required to be delivered under the Securities Act by any
Participating 



 17
 






 



Broker-Dealer
who seeks to sell Exchange Securities during the Applicable Period, upon the
occurrence of any event contemplated by Section 6(e)(v), 6(e)(vi) or
6(e)(vii), as promptly as practicable prepare a post-effective amendment to the
Registration Statement, a supplement to the related Prospectus or a supplement
or amendment to any such document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder or to the purchas­ers of the Exchange Securities to whom such
Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or neces­sary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and, if SEC review is required, use their respective reasonable
best efforts to cause such post-effective amendment to be declared effective as
soon as practicable.


(k)           Use their
respective reasonable best efforts to cause the Securities covered by a
Registration Statement to be rated with the appropriate rating agencies, if
appropriate, and if so requested by the holders of a majority in aggregate
principal amount of Securities covered by such Registration Statement or the
managing underwriters, if any.


(l)            Prior to
the effective date of the first Registration Statement relating to the
Securities, (i) provide the applicable trustee with printed certificates
for the Securities in a form eligible for deposit with DTC and (ii) provide
a CUSIP number for each of the Securities.


(m)          Use their
respective reasonable best efforts to cause all Securities covered by such
Registration Statement to be listed on each securities exchange, if any, on
which similar debt securities issued by the Company are then listed.


(n)           If a Shelf
Registration is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in Underwritten Offerings) and take all such other actions in
connection therewith (including those reasonably requested by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of Registrable Securities being sold) in order to expedite or facilitate
the registration or the disposi­tion of such Registrable Securities, and in
such connection, whether or not an underwriting agreement is entered into and
whether or not the registration is an Underwritten Registration, (i) make
such representations and warranties to the Holders and the underwriters, if
any, with respect to the business of the Company and their respective
subsidiaries, if any, and the Registration Statement, Prospectus, any “issuer
free writing prospectus,” as defined in Rule 433 under the Securities Act
(an “Issuer Free Writing Prospectus”), and
docu­ments, if any, incorporated or 



 18
 






 



deemed
to be incorporated by reference therein, in each case, in form, substance and
scope as are customarily made by Company to underwriters in Underwritten
Offerings, and confirm the same if and when reason­ably requested; (ii) obtain
opinions of counsel to the Company and the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters, if any, and the Holders of a
majority in aggregate principal amount of the Registrable Securities being
sold), addressed to each selling Holder and each of the underwriters, if any,
covering the matters customarily covered in opinions requested in Underwritten
Offerings; (iii) obtain “cold comfort” letters and updates thereof (which
letters and updates (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters) from the independent certified
public accountants of the Company and the Guarantors (and, if necessary, any
other independent certified public accountants of any subsid­iary of the
Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each of the underwriters and each selling
Holder, such letters to be in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with Underwritten
Offerings and such other matters as reasonably requested by underwriters; and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in principal amount of the Registrable Securities being sold and
the managing under­writers, if any, to evidence the continued validity of the
representations and warran­ties of the Company and the Guarantors and their
respective subsidiaries, if any, made pursuant to clause (i) above and to
evidence compliance with any conditions contained in the underwriting agreement
or other similar agreement entered into by the Company and the Guarantors.


(o)           Comply
with all applicable rules and regulations of the SEC and make generally
available to their respective security holders as soon as practicable after the
effective date of the Registration Statement, earnings statements satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act).


(p)           Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company and the Guarantors (in form, scope and substance
reasonably satisfactory to the Initial Purchasers), addressed to all Holders
participating in the Exchange Offer or Private Exchange, as the case may be, to
the effect that (i) the Company and the Guarantors have duly authorized,
executed and delivered the Exchange Securities or the Private Exchange
Securities, as the case may be, and the Indenture and (ii) the Exchange
Securities or the Private Exchange Securities, as the case may be, and the
Indenture constitute legal, valid and binding obligations of the Company and
the Guarantors, enforceable against the Company and the Guarantors in
accordance with their respective terms, except as such 



 19
 






 



enforcement
may be subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and (B) general principles of equity (regardless of whether such
enforcement is sought in a proceed­ing in equity or at law).


(q)           If an
Exchange Offer or Private Exchange is to be consummated, upon delivery of the
Registrable Securities by such Holders to the Company and the Guarantors (or to
such other Person as directed by the Company and the Guarantors) in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may
be, the Company and the Guarantors shall mark, or caused to be marked, on such
Registrable Securities that such Registrable Securities are being cancelled in
ex­change for the Exchange Securities or the Private Exchange Securities, as
the case may be, and in no event shall such Registrable Securities be marked as
paid or otherwise satisfied.


(r)            Cooperate
with each seller of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD.


(s)           Use their
respective reasonable best efforts to take all other steps necessary to effect
the registration of the Registrable Securities covered by a Regis­tration
Statement contemplated hereby.


Each Holder and each Participating Broker-Dealer agrees by acquisition
of such Registrable Securities or Exchange Securities that, upon receipt of
written notice from the Company and the Guarantors of the happening of any
event of the kind described in Section 6(e)(ii), 6(e)(iv), 6(e)(v), 6(e)(vi) or
6(e)(vii), such Holder will forthwith discontinue disposition (in the
jurisdictions specified in a notice of a 6(e)(iv) event, and elsewhere in
a notice of a 6(e)(ii), 6(e)(v), 6(e)(vi) or 6(e)(vii) event) of such
Securities covered by such Registration Statement or Prospectus until the
earlier of (i) such Holder’s receipt of the copies of the amended or
supplemented Prospectus contemplated by Section 6(j); or (ii) the
time such Holder is advised in writing (the “Advice”)
by the Company and the Guarantors that offers or sales in a particular
jurisdiction may be resumed, or that the use of the applicable Prospectus may
be resumed, as the case may be, and has received copies of any amendments or
supplements thereto. If so directed by the Company in such notice, each Holder
and each Participating Broker-Dealer will deliver to the Company (at the
Company’s expense) all copies of the Prospectus covering such Securities that
was current at the time of such Holder’s or Participating Broker-Dealer’s
receipt of such notice. If the Company and the Guarantors shall give such
notice, each of the Effectiveness Period and the Applicable Period shall be
extended by the number of days during such periods from and including the 



 20
 






 



date of the giving of such notice to and including the
date when each seller of such Securities covered by such Registration Statement
shall have received (x) the copies of the amended or supplemented
Prospectus contemplated by Section 6(j) or (y) the Advice.


7.                                       Registration Expenses.


(a)           All fees
and expenses incident to the performance of or compliance with this Agreement
by the Company and the Guarantors shall be borne by the Company and the
Guarantors whether or not the Exchange Offer is consummated or the Exchange
Offer Registration Statement or a Shelf Registration is filed or becomes
effective, including, without limitation:


(i)            all registration and filing fees
(including, without limitation, (A) fees with respect to filings required
to be made with the NASD and (B) fees and expenses of compliance with
state securities or Blue Sky laws (including, without limitation, reasonable
fees and disbursements of counsel in connection with Blue Sky qualifications of
the Registrable Securities or Exchange Securities and determination of the
eligibility of the Registrable Securities or Exchange Securities for investment
under the laws of such jurisdictions (x) where the Holders are located, in
the case of the Exchange Securities, or (y) as provided in Section 6(f),
in the case of Registrable Securities or Exchange Securities to be sold by a
Participating Broker-Dealer during the Applicable Period));


(ii)           printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities or
Exchange Securities in a form eligible for deposit with DTC and of printing
prospectuses if the printing of prospec­tuses is requested by the managing
underwriters, if any, or, in respect of Registrable Securities or Exchange
Securities to be sold by a Participating Broker-Dealer during the Applicable
Period, by the Holders of a majority in aggregate principal amount of the
Registrable Securities included in any Registration Statement or of such Ex­change
Securities, as the case may be);


(iii)          messenger, telephone, duplication,
word processing and delivery expenses incurred by the Company and the
Guarantors in the performance of their obligations hereunder;


(iv)          fees and disbursements of counsel for
the Company, the Guaran­tors and, subject to Section 7(b), the Holders;


(v)           fees and disbursements of all
independent certified public accountants referred to in Section 6(n)(iii) (including,
without limitation, the ex­penses of any special audit and “cold comfort”
letters required by or incident to such performance);



 21
 






 



(vi)          fees and expenses of any “qualified
independent underwriter” or other independent appraiser participating in an
offering pursuant to Section 3 of Schedule E to the By-laws of the NASD,
but only where the need for such a “quali­fied independent underwriter” arises
due to a relationship with the Company and the Guarantors;


(vii)         Securities Act liability insurance, if
the Company and the Guaran­tors so desire such insurance


(viii)        fees and expenses of all other Persons,
including special experts, retained by the Company or the Guarantors; internal
expenses of the Company and the Guarantors (including, without limitation, all
salaries and expenses of their respec­tive officers and employees performing
legal or accounting duties), and the expenses of any annual audit; and


(ix)           rating agency fees and the fees and
expenses incurred in connection with the listing of the Securities to be
registered on any securities exchange.


(b)           The
Company and the Guarantors shall reimburse the Holders for the reasonable fees
and disbursements of not more than one counsel (in addition to appropriate
local counsel) chosen by the Holders of a majority in aggregate principal
amount of the Registrable Securities to be included in any Registration
Statement and other reasonable and necessary out-of-pocket expenses of the
Holders incurred in connection with the registration of the Registrable
Securities.


8.                                       Indemnification.


(a)           Indemnification by the Company and the Guarantors. The
Company and the Guarantors, jointly and severally, shall, without limitation as
to time, indemnify and hold harmless each Holder and each Participating Broker-Dealer,
each Person who controls (within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act (any of such
persons being hereinafter referred to as a “controlling
person”)) each such Holder and any such Participating Broker-Dealer
and the members, managers, officers, directors, partners, employees,
representatives and agents of each such Holder, Participating Broker-Dealer and
controlling person (collectively, the “Holder
Indemnified Parties”), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, costs (including,
without limitation, costs of preparation and reasonable attorneys’ fees) and
expenses (includ­ing, without limitation, costs and expenses incurred in
connection with investigating, preparing, pursuing or defending against any of
the foregoing) (collectively, “Losses”),
as incurred, directly or indirectly caused by, related to, based upon, arising
out of or in connection with any untrue or alleged 



 22
 






 



untrue
statement of a material fact contained in any Registration Statement,
preliminary prospectus, Prospectus, Issuer Free Writing Prospectus, or form of
prospectus, or in any amendment or supplement thereto, or  any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except insofar as such Losses are based upon information
relating to such Holder or Participating Broker-Dealer and fur­nished in
writing to the Company and the Guarantors by such Holder or Participating
Broker-Dealer expressly for use therein. The Company and each of the Guarantors
shall also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
members, managers, officers, directors, agents and employees and each of their
respective controlling persons to the same extent as provided above with
respect to the indemnification of the Holder Indemnified Parties.


(b)           Indemnification by Holders of Registrable Securities.
In connection with any Registration Statement, preliminary prospectus,
Prospectus, Issuer Free Writing Prospectus, or form of prospectus, or any
amendment or supplement thereto, in which a Holder is participat­ing, such
Holder shall furnish to the Company and the Guarantors in writing such
information as the Company and the Guarantors reasonably request for use in
connec­tion with any such Registration Statement, preliminary prospectus,
Prospectus or form of prospectus, any amendment or supplement thereto, and
shall, severally and not jointly, without limitation as to time, indemnify and
hold harmless the Company and the Guarantors, their respective members, managers,
directors, officers, agents and employees, each controlling person of the
Company or any of the Guarantors and the members, managers, directors,
officers, agents or employees of such controlling persons, to the fullest
extent lawful, from and against any and all Losses, as incurred, arising out of
or based upon any untrue or alleged untrue statement of a material fact
contained in any such Registration Statement, preliminary prospectus,
Prospectus, Issuer Free Writing Prospectus, or form of prospectus, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading to the extent, but only to the extent, that such untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact is contained in or omitted from any information so
furnished in writing by such Holder to the Company and the Guarantors expressly
for use in any Registration Statement, preliminary prospectus, Prospectus,
Issuer Free Writing Prospectus, or form of prospectus, or any amendment or
supplement thereto. In no event shall the liability of any selling Holder be
greater in amount than such Holder’s Maximum Contribu­tion Amount (as defined
below).



 23














 


(c)           Conduct of Indemnification Proceedings. If
any Proceeding shall be brought or asserted against any Person entitled to
indemnification hereunder (an “indemnified
party”), such indemnified party shall promptly notify the party or
parties from which such indemnification is sought (the “indemnifying parties”) in writing; provided, that the failure to so notify
the indemnifying parties shall not relieve the indemnifying parties from any
obligation or liability except to the extent (but only to the extent) that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal) that the indemnifying parties have been
prejudiced materially by such failure.


The indemnifying parties shall have the right, exercisable by giving
written notice to an indemnified party, within 20 Business Days after receipt
of written notice from such indemnified party of such Proceeding, to assume, at
their expense, the defense of any such Proceeding; provided, that an indemnified party shall have the right to
employ separate counsel in any such Proceeding and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such indemnified party or parties unless: (i) the indemnifying
parties have agreed to pay such fees and expenses; (ii) the indemnifying
parties shall have failed promptly to assume the defense of such Proceeding or
shall have failed to employ counsel reasonably satisfactory to such indemnified
party; or (iii) the named parties to any such Proceeding (including any
impleaded parties) include both such indemnified party and one or more
indemnifying parties (or any affiliates or controlling persons of any of the
indemnifying parties), and such indemnified party shall have been advised by
counsel that there may be one or more defenses available to such indem­nified
party that are in addition to, or in conflict with, those defenses available to
the indemnifying party or such affiliate or controlling person (in which case,
if such indemnified party notifies the indemnifying parties in writing that it
elects to employ separate counsel at the expense of the indemnifying parties,
the indemnifying parties shall not have the right to assume the defense thereof
and the reasonable fees and expenses of such counsel shall be at the expense of
the indemnifying parties; it being understood, however, that, the indemnifying
parties shall not, in connection with any one such Proceeding or separate but
substantially similar or related Proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for such indemnified party).


No indemnifying party shall be liable for any settlement of any such
Proceed­ing effected without its written consent, but if settled with its
written consent, or if there be a final judgment for the plaintiff in any such
Proceeding, each indemnifying party jointly and severally agrees, subject to
the exceptions and limitations set forth above, to indemnify and hold harmless
each indemnified party from and against any and all Losses by reason of such
settlement or judgment. The indemnifying party shall not consent to the entry
of any judgment or enter into any settlement that does 



 24
 






 



not include as an unconditional term thereof the
giving by the claimant or plaintiff to each indemnified party of a release, in
form and substance reasonably satisfactory to the indemnified party, from all
liability in respect of such Proceeding for which such indemnified party would
be entitled to indemnification hereunder (whether or not any indemnified party
is a party thereto).


(d)           Contribution. If the indemnification
provided for in this Section 8 is unavailable to an indemnified party or
is insufficient to hold such indemnified party harmless for any Losses in
respect of which this Section 8 would otherwise apply by its terms (other
than by reason of exceptions provided in this Section 8), then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall have a joint and several obligation to contribute to the amount paid or
payable by such indemnified party as a result of such Losses, (i) in such
proportion as is appro­priate to reflect the relative benefits received by the
indemnifying party, on the one hand, and such indemnified party, on the other
hand, from the sale of Registrable Securities, or (ii) if the allocation
provided by clause (i) above is not permitted by Applicable Law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party, on the one hand, and indemnified party, on
the other hand, shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission. The amount paid or payable by an indemnified party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any Proceeding, to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in Section 8(a) or 8(b) was
available to such party.


The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 8(d), an
indemnifying party that is a selling Holder shall not be required to
contribute, in the aggregate, any amount in excess of such Holder’s Maximum
Contribution Amount. A selling Holder’s “Maximum
Contribution Amount” shall equal the excess, if any, of (i) the
aggregate proceeds received by such Holder pursuant to the sale of the
Registrable Securities giving rise to such indemnification obligation over (ii) the
aggregate amount of damages that such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue 



 25
 






 



statement or omission or alleged omission. No person
guilty of fraudulent misrepre­sentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresen­tation. The Holders’ obligations to
contribute pursuant to this Section 8(d) are several in proportion to
the respective principal amount of the Registrable Securities held by each
Holder hereunder and not joint. The Company’s obligations to contribute
pursuant to this Section 8(d) are joint and several.


The indemnity and contribution agreements contained in this Section 8
are in addition to any liability that the indemnifying parties otherwise may
have to the indemnified parties.


9.                                       Rule 144 and Rule 144A.


Each of the Company covenants that (a) during any period that it
is required to file reports under the Securities Act or the Exchange Act, it
shall file all reports required to be filed by it in a timely manner in order
to permit resales of Registrable Securities pursuant to Rule 144 under the
Securities Act and (b) during any period that it is not required to file
such reports, it shall, upon the request of any Holder, make available to each
Holder or beneficial owner of Registrable Securities and to any prospective
purchaser of Registrable Securities designated by such Holder or beneficial
owner the information required by Rule 144A(d)(4) under the
Securities Act to permit resales of Registrable Securities pursuant to Rule 144A.
The Company shall take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon
the request of any Holder, each of the Company and the Guarantors shall deliver
to such Holder a written statement as to whether such Issuer or Guarantor has
complied with such information requirements. Nothing in this Section 9
shall be deemed to require the Company to register any Securities pursuant to
the Exchange Act.


10.                                 Underwritten Registrations.


If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an Underwritten Offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering with the consent of the Company, which
consent shall not be unreasonably withheld or delayed.


No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities
on the basis 



 26
 






 



provided in any underwriting arrangements approved by
the Persons entitled hereun­der to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, underwriting agreements
and other documents reasonably required under the terms of such underwriting
arrangements.


11.                                 Miscellaneous.


(a)           Remedies. In the event of a breach by the
Company or any of the Guarantors of any of their respective obligations under
this Agreement, each Holder, in addition to being entitled to exercise all
rights provided herein, in the Indenture or, in the case of the Initial
Purchasers, in the Purchase Agreement, or granted by law, including recovery of
damages, will be entitled to specific perfor­mance of its rights under this
Agreement. The Company and the Guarantors agree that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by the
Company or any of the Guarantors of any of the provisions of this Agreement and
hereby further agree that, in the event of any action for specific performance
in respect of such breach, the Company and the Guarantors shall waive the
defense that a remedy at law would be adequate.


(b)           No Inconsistent Agreements. The Company
and the Guarantors have not entered into, as of the date hereof, and shall not
enter into, after the date of this Agreement, any agreement with respect to any
of their respective securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
For the avoidance of doubt, nothing in this Agreement shall limit the Company’s
and the Guarantors’ ability to register shares underlying stock options granted
to the Company’s directors, officers and employees in the ordinary course of
the Company’s business or register Business Track Contingent Earnout Payments
(as defined in the Indenture).


(c)           Amendments and Waivers. The provisions of
this Agreement, including the provisions of this sentence, may not be amended,
modified or supple­mented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of at least a majority of the then outstanding aggregate principal
amount of Registrable Securi­ties; provided,
that Sections 4(a) and 8 shall not be amended, modified or supple­mented,
and waivers or consents to departures from this proviso may not be given,
unless the Company have obtained the written consent of each Holder. Notwithstand­ing
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders may be given by
Holders of at least a majority in aggregate principal amount of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement; provided that the 



 27
 






 



provisions
of this sentence may not be amended, modified or supplemented except in accor­dance
with the provisions of the immediately preceding sentence.


(d)           Notices. All notices and other
communications (including, without limitation, any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing by hand-delivery, certified first-class mail with return
receipt requested, next-day air courier or facsimile:


(i)            if to a Holder, at the most current
address given by such Holder to the Company in accordance with the provisions
of this Section 11(d), which address initially is, with respect to each
Holder, the address of such Holder maintained by the Registrar (as defined in
the Indenture), with a copy to Skadden, Arps, Slate, Meagher & Flom
LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071,
facsimile number (213) 687-5600, Attention:  Nicholas P. Saggese, Esq.; and


(ii)           if to the Company or any of the
Guarantors, initially at MTR Gaming Group, Inc., State Route 2 South, P.O. Box
358, Chester, West Virginia 26034, facsimile number (304) 387-2167,
Attention: Chief Financial Officer, with a copy to Ruben & Aronson,
LLP, 4800 Montgomery Lane, Suite 150, Bethesda, Maryland, 20814, facsimile
number (301) 951-9636, Attention: Robert L. Ruben, Esq., and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 11(d).


All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier, if sent by next-day air
courier; and when receipt is acknowledged by the addressee, if sent by
facsimile.


Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in the Indenture.


(e)           Successors and Assigns. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto, includ­ing without limitation and without the need
for an express assignment, subsequent Holders; provided,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms hereof or of
the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall 



 28
 






 



be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale
set forth in this Agreement and, if applicable, the Purchase Agreement, and
such Person shall be entitled to receive the benefits hereof.


(f)            Counterparts. This Agreement may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


(g)           Headings. The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. When a reference is made in this Agreement to a Section,
paragraph, subparagraph, Schedule or Exhibit, such reference shall mean a
Section, paragraph, subparagraph, Schedule or Exhibit to this Agreement
unless otherwise indicated. The words “include,”
“includes,” and “including” when used in this Agreement
shall be deemed in each case to be followed by the words “without limitation.”  The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the
context otherwise requires, shall be deemed to refer to May, 2006. The words “hereof,” “herein,”
“herewith,”  “hereby”
and “hereunder” and words of
similar import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole and not to any particular provision of this Agreement.


(h)           GOVERNING LAW. THIS AGREEMENT SHALL BE CON­STRUED
AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND RULES.
THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK OR ANY FED­ERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND IRREVOCA­BLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENER­ALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE COMPANY AND EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM
THAT ANY SUCH 



 29
 






 



SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE COMPANY AND EACH GUARANTOR IRREVOCABLY CON­SENTS, TO THE FULLEST
EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO THE COMPANY OR SUCH GUARANTOR, AS THE CASE MAY BE, AT ITS ADDRESS SET
FORTH HEREIN, SUCH SER­VICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTH­ING
HEREIN SHALL AFFECT THE RIGHT OF THE INITIAL PURCHASER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY OR ANY OF THE GUARANTORS IN ANY OTHER JURISDICTION.


(i)            Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their respective best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unen­forceable.


(j)            Entire Agreement. This Agreement is
intended by the parties as a final expression of their agreement, and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein, with respect to the registration
rights granted by the Company and the Guarantors in respect of securities sold
pursuant to the Purchase Agreement. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.


(k)           Attorneys’ Fees. In any Proceeding brought
to enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the prevailing party, as determined by the
courts, shall be entitled to recover reasonable attorneys’ fees in addition to
its costs and expenses and any other available remedy.



 30
 






 



(l)            Securities Held by the Company or its Affiliates.
Whenever the consent or approval of Holders of a specified percentage of the
principal amount of Registrable Securities is required hereunder, Registrable
Securities held by the Company or its affiliates (as such term is defined in Rule 405
under the Securities Act) (other than Holders deemed to be such affiliates
solely by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


[signature pages follow this page]



 31














 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ISSUER:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTR GAMING GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOUNTAINEER PARK, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRESQUE ISLE DOWNS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 









 



 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  SPEAKEASY GAMING OF LAS VEGAS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIOTO DOWNS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACKSON RACING, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTR HARNESS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edson Arneault

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edson R. Arneault

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 









 



 


	
  ACCEPTED AND AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JEFFERIES & COMPANY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Christian Morris

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Christian Morris

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WELLS FARGO SECURITIES, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Andrew J. McCarthy

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Andrew J. McCarthy

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director