Exhibit
10.2


 


REVOLVING
CREDIT NOTE


 


	
  $85,000,000.00

  	
   

  	
  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, as Agent
Bank on behalf of itself and the other Lenders as defined and described in the
Credit Agreement described hereinbelow (each, together with their respective
successors and assigns, individually being referred as a “Lender” and
collectively as the “Lenders”) such sums as Lenders may hereafter loan or
advance or re-loan to the Borrowers from time to time pursuant to the Credit
Facility as described in the Credit Agreement, hereinafter defined up to the
maximum principal sum of Eighty-Five Million Dollars ($85,000,000.00) (or such
lesser amount of such loans and advances as may be outstanding from time to
time), the unpaid balance of which shall not exceed in the aggregate the
Maximum Permitted Balance at any time, together with interest on the principal
balance outstanding from time to time at the rate or rates set forth in the
Credit Agreement.


 


A.            Incorporation
of Credit Agreement.


 


1.             Reference is made to
the Fourth Amended and Restated Credit Agreement dated concurrently herewith
(as may be further amended, modified, extended, renewed or restated from time
to time, the “Credit Agreement”), executed by and among the Borrowers and the
Lenders, Swingline Lender and L/C Issuer therein named, and Wells Fargo Bank,
National Association, as administrative and collateral agent for itself and for
the Lenders (the “Agent Bank”).  Terms
defined in the Credit Agreement and not otherwise defined herein are used
herein with the meanings defined for those terms in the Credit Agreement.  This is the Revolving Credit Note (“Revolving
Credit Note”) referred to in the Credit Agreement, and any holder hereof (in
accordance with the Credit Agreement) is entitled to all of the rights,
remedies, benefits and privileges provided for in the Credit Agreement as
originally executed or as it may from time to time be supplemented, modified or
amended.  The Credit Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events upon the terms and conditions therein
specified.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTR GAMING
  GROUP, INC.,

  
	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MOUNTAINEER
  PARK, INC.,

  
	
   

  	
   

  	
  a West
  Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY
  GAMING OF LAS VEGAS,

  
	
   

  	
   

  	
  INC., a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRESQUE ISLE
  DOWNS, INC.,

  
	
   

  	
   

  	
  a Pennsylvania
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   /s/ Edson R.
  Arneault

  	
   

  
	
   

  	
   

  	
   

  	
  Edson R.
  Arneault,

  	
   

  
	
   

  	
   

  	
   

  	
  President

  



 


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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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