Exhibit
10.3


 


SWINGLINE
NOTE


 


	
  $10,000,000.00

  	
   

  	
  December 27,
  2005

  



 


FOR VALUE RECEIVED, the
undersigned, MTR GAMING GROUP, INC., a Delaware corporation, MOUNTAINEER PARK,
INC., a West Virginia corporation, SPEAKEASY GAMING OF LAS VEGAS, INC., a
Nevada corporation, PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation,
SCIOTO DOWNS, INC., an Ohio corporation and SPEAKEASY GAMING OF FREMONT, INC.,
a Nevada corporation (collectively the “Borrowers”) jointly and severally
promise to pay to the order of WELLS FARGO BANK, National Association (the “Swingline
Lender”) at its principal office at 5340 Kietzke Lane, Suite 201, Reno,
Nevada 89511, Attention: Stephen Buntin, Vice President, Commercial Banking
Division, or at such other location as may be directed from time to time by
Swingline Lender by written notice to Borrowers, the principal sum of Ten
Million Dollars ($10,000,000.00) or, if less, the aggregate unpaid principal
amount of all Swingline Advances (as defined in the Credit Agreement,
hereinafter defined) made by the Swingline Lender to or for the benefit of
Borrowers pursuant to the Credit Agreement, in the manner and at the times set
forth in Section 2.08 of the Credit Agreement and, in any event, on or
before ten (10) days prior to the Maturity Date.  Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Credit
Agreement.


 


Borrowers also promise to pay
interest on the unpaid principal amount hereof from time to time outstanding
from the date of each Swingline Advance until repaid at the Base Rate plus the
Applicable Margin, and on the dates specified in the Credit Agreement and in
any event on or before ten (10) days prior to the Maturity Date.


 


Payments of both principal and
interest are to be made in lawful money of the United States of America in same
day or immediately available funds.


 


This Swingline Note is the
Swingline Note described in, and is subject to the terms and provisions of that
certain Fourth Amended and Restated Credit Agreement dated concurrently
herewith, executed by and among Borrowers, Lenders, Swingline Lender, L/C
Issuer and Agent Bank, as described and defined therein (as amended, modified,
supplemented or restated from time to time, the “Credit Agreement”) and payment
of this Swingline Note is secured by the Security Documentation.  Reference is hereby made to the Credit
Agreement for a statement of the rights and obligations of the Borrowers, a
description of the properties mortgaged and assigned, the nature and extent of
the collateral security and the rights of the parties to the Security
Documentation in respect of such collateral security, and for a statement of
the terms and conditions under which the due date of this Swingline Note may be
accelerated.  Upon the occurrence and


 


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continuance of any Event of Default as
specified in the Credit Agreement, the principal balance hereof and the
interest accrued hereon may be declared to be forthwith due and payable.


 


In addition to and not in
limitation of the foregoing and the provisions of the Credit Agreement, the
Borrowers further agree, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys’ fees and legal
expenses, incurred by the Swingline Lender following the occurrence and during
the continuance of an Event of Default in endeavoring to collect any amounts
payable hereunder which are not paid when due, whether by acceleration or
otherwise.


 


All parties hereto, whether as
makers, endorsers, or otherwise, severally waive presentment for payment,
demand, protest and notice of dishonor.


 


This Swingline Note is issued
under, and subject to, the terms, covenants and conditions of the Credit
Agreement, which Credit Agreement is by this reference incorporated herein and
made a part hereof.


 


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


 


	
   

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTR GAMING
  GROUP, INC.,

  
	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOUNTAINEER
  PARK, INC.,

  
	
   

  	
   

  	
  a West
  Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY
  GAMING OF LAS VEGAS, INC.,

  
	
   

  	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRESQUE ISLE
  DOWNS, INC.,

  
	
   

  	
   

  	
  a
  Pennsylvania corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  



 


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  SCIOTO
  DOWNS, INC.,

  
	
   

  	
   

  	
  an Ohio
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY
  GAMING OF FREMONT, INC.,

  
	
   

  	
   

  	
  a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  



 


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