Exhibit 10.2


REVOLVING CREDIT NOTE




	
  $105,000,000.00

  	
   

  	
  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, 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 One Hundred
Five Million Dollars ($105,000,000.00) (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 Aggregate Commitment 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 Fifth
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 September 27, 2011, 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,

  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.,

  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  /s/ Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Edson R. Arneault,

  President

  



 


 



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