Exhibit 10.3


SWINGLINE NOTE




	
  $10,000,000.00

  	
   

  	
  September 22, 2006

  






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, Senior 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 Fifth 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



 Page 1 of 4
 






 



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.



 Page 2 of 4
 






 



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

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 Page 3 of 4
 






 



 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIOTO DOWNS, INC.,

  an Ohio corporation 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Edson R. Arneault,

  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.,

  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Edson R. Arneault,

  President

  



 



 Page 4 of 4