THAT LENDER'S SYNDICATION INTEREST
HEREUNDER OR IN THE REVOLVING CREDIT NOTE, PROVIDED THAT THE RECIPIENT HAS
ACCEPTED SUCH INFORMATION SUBJECT TO A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY
SIMILAR TO THIS SECTION 10.23.
FOR PURPOSES OF THE FOREGOING, "NON-PUBLIC
INFORMATION" SHALL MEAN ANY INFORMATION RESPECTING BORROWERS OR THEIR RESPECTIVE
SUBSIDIARIES REASONABLY CONSIDERED BY BORROWERS TO BE MATERIAL AND NOT AVAILABLE
TO THE PUBLIC, OTHER THAN (I) INFORMATION PREVIOUSLY FILED WITH ANY GOVERNMENTAL
AGENCY AND AVAILABLE TO THE PUBLIC, (II) INFORMATION WHICH IS AVAILABLE TO THE
GENERAL PUBLIC AT THE TIME OF USE OR DISCLOSURE, (III) INFORMATION WHICH BECOMES
AVAILABLE TO THE GENERAL PUBLIC, OTHER THAN BY MANNER OF UNAUTHORIZED DISCLOSURE
OR USE, OR (IV) INFORMATION PREVIOUSLY PUBLISHED IN ANY PUBLIC MEDIUM FROM A
SOURCE OTHER THAN, DIRECTLY OR INDIRECTLY, THAT BANK.
NOTHING IN THIS
SECTION SHALL BE CONSTRUED TO CREATE OR GIVE RISE TO ANY FIDUCIARY DUTY ON THE
PART OF THE AGENT BANK OR THE BANKS TO BORROWERS.
SECTION 10.24.
THE EXISTING CREDIT AGREEMENT AND SECURITY DOCUMENTS.
THE
PARTIES HERETO AGREE THAT AS OF THE CLOSING DATE: (I) THE EXISTING CREDIT
AGREEMENT SHALL BE AND IS HEREBY AMENDED, SUPERSEDED AND RESTATED IN ITS
ENTIRETY BY THIS CREDIT AGREEMENT; AND (II) EACH OF THE EXISTING SECURITY
DOCUMENTS SHALL BE AND ARE HEREBY AMENDED, SUPERSEDED AND RESTATED IN THEIR
ENTIRETY BY THE SECURITY DOCUMENTATION.
SECTION 10.25.
SCHEDULES ATTACHED.
SCHEDULES ARE ATTACHED HERETO AND
INCORPORATED HEREIN AND MADE A PART HEREOF AS FOLLOWS:
Schedule 2.01(a)
-
Schedule of Lenders' Proportions in Credit Facility
Schedule 3.18
-
Schedule of Significant Litigation
Schedule 4.23
-
Schedule of Contingent Liabilities
Schedule 4.24
-
Schedule of Restricted and Unrestricted Subsidiaries
SECTION 10.26.
EXHIBITS ATTACHED.
EXHIBITS ARE ATTACHED HERETO AND
INCORPORATED HEREIN AND MADE A PART HEREOF AS FOLLOWS:
Exhibit A
-
Revolving Credit Note
Exhibit B
-
Notice of Borrowing - Form
142
Exhibit C
-
Continuation/Conversion Notice -Form
Exhibit D
-
Compliance Certificate - Form
Exhibit E
-
Pricing Certificate - Form
Exhibit F
-
Authorized Officer Certificate -Form
Exhibit G
-
Closing Certificate - Form
Exhibit H
-
Assignment and Assumption Agreement - Form
Exhibit I
-
Legal Opinion - Form
Exhibit J
-
Subsidiary Guaranty - Form
Exhibit K
-
MPI Real Property Description
Exhibit L
-
SGLVI Real Property Description
Exhibit M
-
SDI Real Property Description
Exhibit N
-
PIDI Real Property Description
Exhibit O
-
Compliant Additional Property Description
Exhibit P
-
Swingline Note - Form
Exhibit Q
-
Notice of Swingline Advance - Form
Exhibit R
-
Cash Collateral Pledge Agreement - Form
Exhibit S
-
IP Real Property
143
IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be
executed as of the day and year first above 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