EXHIBIT 10.1


 


EXECUTION VERSION


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


This
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of September 23, 2010 (this “Amendment”), is entered into by and among MTR GAMING GROUP, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF
MTR GAMING GROUP, INC. listed on the signature pages hereto,
as guarantors (each a “Guarantor” and
collectively the “Guarantors”),
the Lenders party hereto, and ALADDIN CREDIT ADVISORS,
L.P., a Delaware limited partnership, as administrative agent (“Aladdin” and, in such capacity, the “Administrative
Agent”), and is made with reference to that certain Credit
Agreement, dated as of March 18, 2010 (as amended through the date hereof,
the “Credit Agreement”), by and among the
Borrower, the Guarantors, the Lenders party thereto and the Administrative
Agent.  Capitalized terms used herein but
not otherwise defined herein or otherwise amended hereby shall have the
meanings ascribed thereto in the Credit Agreement.


 


RECITALS


 


WHEREAS, the Borrower has requested that the Lenders agree
to make amendments to certain provisions of the Credit Agreement; and


 


WHEREAS, the Lenders have agreed to amend certain
provisions of the Credit Agreement, in each case, in the manner, and on the
terms and conditions, provided for herein.


 


NOW  THEREFORE, in
consideration of the premises and the mutual covenants and the agreements
herein set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:


 


ARTICLE I

Amendments to Credit Agreement


 


Upon
satisfaction of the conditions set forth in Article III herein, the Credit
Agreement shall be amended as follows


 


Section 1.1.       Amendments
to Section 1.1 (Definitions).


 


(a)           Section 1.1 of the Credit
Agreement is hereby amended by adding thereto the following definitions in
proper alphabetical order:


 


“‘Amendment No. 1’ means that certain Amendment No. 1
to Credit Agreement, dated as of September 23, 2010, by and among the
Borrower, the Guarantors party thereto, the Lenders party thereto and the
Administrative Agent.”


 


“‘Amendment No. 1 Effective Date’ means September 23,
2010.”


 


“‘Borrowing Date’ means, with respect to any Term Loan, the
date on which such Term Loan shall be made by the Lenders to the Borrower.”


 

















 


(b)           Section 1.1 of the Credit
Agreement is hereby amended by deleting the definition of “Term Loan Commitment”
and inserting in lieu thereof the following:


 


“‘Term Loan Commitment’ means (i) with respect to each
Lender that is a lender on the Amendment No. 1 Effective Date, the amount
set forth opposite such Lender’s name on Schedule 2.1 as such Lender’s ‘Term
Loan Commitment’ and (ii) in the case of any Lender that becomes a Lender
after the Amendment No. 1 Effective Date, the amount specified as such
Lender’s ‘Term Loan Commitment’ in the Assignment Agreement pursuant to which
such Lender assumed such Term Loan.  The
aggregate amount of the Term Loan Commitments as of the Amendment No. 1
Effective Date is $20,000,000.”


 


(c)           Section 1.1 of the Credit
Agreement is hereby amended by deleting the definition of “Term Loan Commitment
Termination Date” and inserting in lieu thereof the following:


 


“‘Term Loan Commitment Termination Date’ means the earliest to
occur of (i) the date the Term Loan Commitments are permanently reduced to
zero pursuant to Section 2.10(a) or Section 2.11, (ii) the
Maturity Date and (iii) the date of the termination of the Term Loan
Commitments pursuant to Section 8.1.”


 


Section 1.2.       Amendments
to Section 2.1 (Term Loans).  Paragraph (a) of Section 2.1 of the
Credit Agreement is hereby amended by deleting the last sentence of such
paragraph in its entirety and inserting in lieu thereof  the following:


 


“Any
principal amounts of the Term Loan subsequently repaid or prepaid may not be
re-borrowed; provided, however, that, notwithstanding the
foregoing, the principal amount of the Term Loan repaid on the Amendment No. 1
Effective Date may be subsequently re-borrowed in accordance with the terms
hereof.”


 


Section 1.3.       Amendments
to Section 2.3 (Borrowing Mechanics).  Paragraph (a) of
Section 2.3 of the Credit Agreement is hereby amended by deleting such
paragraph in its entirety and inserting in lieu thereof the following:


 


“(a)         Term
Loans that are Base Rate Loans or LIBOR Loans shall be made, in each case, in
an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000
in excess of that amount (or such lesser amount as shall constitute the entire
Term Loan Commitment then available).”


 


Section 1.4.       Amendments
to Section 2.11 (Mandatory Prepayments; Mandatory Commitment
Reductions).   Paragraph (g) of Section 2.11 of the
Credit Agreement is hereby amended by deleting such paragraph in its entirety
and inserting in lieu thereof the following:


 


“(g)         Prepayment
Premium.  If, pursuant to Section 2.10(a) and
Section 2.11(d), the Borrower prepays all or any part of the principal
balance of the Term Loans and/or any Term Loan Commitment is reduced or
terminated prior to the Maturity Date, the Borrower shall pay to Administrative
Agent, for the benefit of all Lenders entitled to a portion of such prepayment
or reduction a prepayment 


 


2

















 


premium
(the “Applicable Prepayment Premium”) on the
amount so prepaid or reduced as follows: (i) if the prepayment or
reduction occurs during the period commencing on the Amendment No. 1
Effective Date but before the first anniversary of the Amendment No. 1
Effective Date, an amount equal to 3.00% of the principal amount of the Term
Loans being prepaid or Term Loan Commitment being reduced, as of the prepayment
date; (ii) if the prepayment occurs during the period commencing on the
first anniversary of the Amendment No. 1 Effective Date but before the
third anniversary of the Closing Date, an amount equal to 1.00% of the
principal amount of the Term Loans being prepaid or Term Loan Commitment being
reduced, as of the prepayment date; and (iii) if the prepayment occurs on
the third anniversary of the Closing Date, an amount equal to $0.”


 


Section 1.5.       Amendments
to Schedules.  The Credit Agreement is hereby amended by
deleting Schedule 2.1 in its entirety and inserting in lieu thereof Schedule
2.1 as set forth as Exhibit A to this Amendment.


 


ARTICLE II

Conditions Precedent to Effectiveness


 


The
amendments set forth in Section I hereof shall be effective as of the date
hereof (the “Amendment Effective Date”) upon
the satisfaction in full in the judgment of the Administrative Agent of each of
the following conditions:


 


(a)           Execution.  The Borrower, the Guarantors and the Lenders
shall have indicated their consent by the execution and delivery of the
signature pages hereof to the Administrative Agent.


 


(b)           Consents.  Each Credit Party shall have obtained all
material consents necessary or advisable in connection with the transactions
contemplated by this Amendment.


 


(c)           Resolutions.  Administrative Agent shall have received a
copy of the resolutions of the board of directors of the Borrower approving and
authorizing the execution, delivery and performance of this Amendment,
certified as of the Amendment Effective Date by an officer of the Borrower as
being in full force and effect without modification or amendment.


 


(d)           Repayment of Term Loans and
Prepayment Premium.  The
Administrative Agent shall have received, for the account of the Lenders,
(i) an amount equal to the entire principal amount of the Term Loans
outstanding on the Amendment Effective Date and (ii) a prepayment premium
for the prepayment of the Term Loans outstanding on the Amendment Effective
Date in the amount of $100,000.


 


(e)           Amendment Fee.  The Administrative Agent shall have received,
for the account of the Lenders, an amendment fee in the amount of $300,000.


 


(f)            Fees and Expenses.  The Administrative Agent shall have received
all reasonable fees and expenses (including the fees and expenses of Richards
Kibbe & Orbe LLP) incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this 


 


3

















 


Amendment or otherwise
required to be paid in connection with this Amendment or required to be paid
pursuant to the Loan Documents.


 


ARTICLE III

Representations and Warranties


 


Section 3.1.       Corporate
Authorization.  The execution, delivery and performance by
each Credit Party of this Amendment (i) are within such Credit Party’s
authority, (ii) have been duly authorized by such Credit Party and (iii) do
not conflict with or contravene such Credit Party’s respective corporate
governance documents.  The execution and
delivery by each Credit Party of this Amendment and the performance of each
Credit Party’s obligations and the exercise of each Credit Party’s rights under
the Loan Documents to which it is a party (i) do not require any Consents
that have not been obtained (other than any Consents for which the failure to
obtain would not have a Material Adverse Effect) and (ii) are not and will
not be in conflict with or prohibited or prevented by (A) any Regulation, (B) any
corporate governance document, corporate minute or resolution or (C) any
instrument, agreement or provision thereof, in each case binding on any Credit
Party or affecting any of the Credit Parties’ property except as would not be
reasonably expected to have a Material Adverse Effect.


 


Section 3.2.       Binding
Effect.  This Amendment has been duly executed and
delivered by each Credit Party and constitutes the legal, valid and binding
obligation of each Credit Party, enforceable against each Credit Party in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws relating to the enforcement of
creditors’ rights generally and by general equitable principles.


 


Section 3.3.       Absence of
Conflicts.  Except as would not be reasonably expected to
have a Material Adverse Effect, the execution and delivery by each Credit Party
of this Amendment and the performance by each Credit Party of each Loan
Document to which it is a party, will not conflict with or result in a breach
of any order, writ, injunction, resolution, decree or other similar document or
instrument of any court or Governmental Body or its certificate of
incorporation or by-laws or similar constituent documents or create (with or
without the giving of notice or lapse of time, or both) a default under or
breach of any material agreement, bond, note or indenture, in each case to
which it is a party (by successor in interest or otherwise), or by which it is
bound or any material portion of its properties or assets is affected, or,
except under the Security Documentation, result in the imposition of any Lien
(other than Permitted Liens) of any nature whatsoever upon any of the
properties or assets owned by or used in connection with the business of the
Borrower  and its Subsidiaries.


 


Section 3.4.       Representations
and Warranties.  The representations and warranties contained
in the Loan Documents are and will be true and correct in all material respects
on and as of the Amendment Effective Date (after giving effect to the
amendments contained herein) to the same extent as though made on and as of
that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date.


 


4

















 


Section 3.5.       No
Default.  No event has occurred and is continuing
(after giving effect to the amendments contained herein) or will result from
the consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Default.


 


ARTICLE IV

Acknowledgement and Consent


 


Certain
Subsidiaries of the Borrower are Guarantors under the Loan Documents and are
collectively referred to herein, together with the Borrower, as “Credit Support Parties” and each a “Credit
Support Party”, and the Credit Agreement, the Guaranties and the
Security Documentation are collectively referred to herein as the “Credit Support Documents”.


 


Each
Credit Support Party hereby acknowledges that it has reviewed the terms and
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment.  Each Credit Support Party hereby confirms
that each Credit Support Document to which it is a party or otherwise bound and
all Collateral encumbered thereby will continue to guarantee or secure, as the
case may be, to the fullest extent possible in accordance with and subject to
the Credit Support Documents the payment and performance of all “Obligations”, “Guarantied
Obligations”, “Secured Obligations” and “Indebtedness” under each of the Credit
Support Documents, as the case may be (in each case as such terms are defined
in the applicable Credit Support Document), including without limitation the
payment and performance of all such “Obligations”, “Guarantied Obligations”, “Secured
Obligations” and “Indebtedness” under each of the Credit Support Documents, as
the case may be, in respect of the Obligations of the Borrower now or hereafter
existing under or in respect of the Credit Agreement and hereby ratifies and
confirms the security interest in and to all Collateral granted to the Administrative
Agent pursuant to the Security Documentation and the perfected, first priority
status of such security interest as set forth therein (subject only to liens
which are permitted by the terms of the Loan Documents to be prior to the Lien
of the Administrative Agent).


 


Each
Credit Support Party acknowledges and agrees that all of the Credit Support
Documents to which it is a party or otherwise bound shall continue in full
force and effect and that all of its obligations thereunder shall be legally
valid and binding obligations of such Credit Support Party, enforceable against
such Credit Support Party in accordance with its respective terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors’ rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), and shall not be impaired or limited by the execution or
effectiveness of this Amendment.


 


Each
Credit Support Party acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Amendment, such Credit Support
Party (other than the Borrower) is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be 


 


5

















 


deemed
to require the consent of such Credit Support Party (other than the Borrower)
to any future amendments to the Credit Agreement.


 


ARTICLE V

Miscellaneous


 


Section 5.1.       Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(a)           On and after the Amendment Effective
Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement after giving effect to this Amendment.


 


(b)           Except as specifically amended by
this Amendment, the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.


 


(c)           The execution, delivery and
performance of this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.


 


Section 5.2.       Headings.  The
headings in this Amendment are included for convenience of reference only and
will not affect in any way the meaning or interpretation of this Amendment.


 


Section 5.3.       Governing
Law.  This Amendment, and all claims, disputes and
matters arising hereunder or thereunder or related hereto or thereto, will be
governed by, and construed in accordance with, the laws of the state of New
York applicable to contracts executed in and to be performed entirely within
that state, without reference to conflicts of laws provisions.


 


Section 5.4.       Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Amendment. 
Delivery of an executed counterpart of this Amendment by facsimile or a
scanned copy by electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Amendment.


 


Section 5.5.       Severability.  If any
term or other provision of this Amendment is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other conditions
and provisions of this Amendment will nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto will negotiate in good faith to 


 


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modify
this Amendment so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible


 


Section 5.6.       Binding
Effect.  This Amendment will be binding upon and inure
to the benefit of and is enforceable by the respective successors and permitted
assigns of the parties hereto.  This
Amendment may not be assigned by the Borrower hereto without the prior written
consent of Administrative Agent and each Lender.


 


[Remainder of page intentionally left blank; signatures on
following pages.]


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MTR
  GAMING GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ DAVID R. HUGHES

  
	
   

  	
   

  	
  Name:

  	
  David
  R. Hughes

  
	
   

  	
   

  	
  Title:

  	
  Corporate
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  MOUNTAINEER
  PARK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOHN W. BITTNER, JR.

  
	
   

  	
   

  	
  Name:

  	
  John
  W. Bittner, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PRESQUE
  ISLE DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOHN W. BITTNER, JR

  
	
   

  	
   

  	
  Name:

  	
  John
  W. Bittner, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCIOTO
  DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JOHN W. BITTNER, JR

  
	
   

  	
   

  	
  Name:

  	
  John
  W. Bittner, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 


[SIGNATURE
PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]


 

















 


	
   

  	
  ADMINISTRATIVE
  AGENT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALADDIN
  CREDIT ADVISORS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  ACA Holdings LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luke Gosselin

  
	
   

  	
   

  	
  Name:

  	
  Luke
  Gosselin

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALADDIN
  CREDIT PARTNERS I, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin
  Credit Partners, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luke Gosselin

  
	
   

  	
   

  	
  Name:

  	
  Luke
  Gosselin

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALADDIN
  CREDIT INTERMEDIATE FUND LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin
  Credit Offshore Fund I, L.P., its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin
  Credit Advisors, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luke Gosselin

  
	
   

  	
   

  	
  Name:

  	
  Luke
  Gosselin

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MC
  CREDIT PRODUCTS DIP SMA, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Aladdin
  Credit Partners, LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Luke Gosselin

  
	
   

  	
   

  	
  Name:

  	
  Luke
  Gosselin

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Member

  



 


[SIGNATURE PAGE TO AMENDMENT
NO. 1 TO CREDIT AGREEMENT]


 

















 


Exhibit A


 


See
attached.


 

















 


Schedule 2.1


 


TERM LOAN
COMMITMENTS


 


	
  Lender

  	
   

  	
  Term Loan Commitments

  	
   

  
	
  Aladdin Credit Partners I, L.P.

  	
   

  	
  $

  	
  264,000

  	
   

  
	
  Aladdin Credit Intermediate Fund LLC

  	
   

  	
  $

  	
  17,988,000

  	
   

  
	
  MC Credit Products DIP SMA, L.P.

  	
   

  	
  $

  	
  1,748,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  20,000,000