Exhibit 10.6
Prepared by and when
recorded mail to:
James L. Morgan, Esq.
Henderson & Morgan, LLC
164 Hubbard Way, Suite B
Reno, NV
89502
Mail tax statements to:
A CREDIT LINE DEED OF TRUST, FIXTURE FILING AND
SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS
(MPI)
NOTICE:
THIS DEED OF TRUST SECURES CREDIT IN THE INITIAL MAXIMUM PRINCIPAL
AMOUNT OF FIFTY MILLION DOLLARS ($50,000,000.00), TOGETHER WITH: (i) INTEREST ON
THE OUTSTANDING PORTION OF SAID PRINCIPAL AMOUNT; AND (ii) OTHER AMOUNTS
DESCRIBED HEREIN.
THE OBLIGATIONS SECURED HEREBY INCLUDE REVOLVING CREDIT
OBLIGATIONS, WHICH PERMIT BORROWING, REPAYMENT AND REBORROWING, ALL SUBJECT TO
THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT AND THE NOTES THAT ARE REFERRED
TO HEREIN.
INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT RATES THAT MAY
FLUCTUATE FROM TIME TO TIME.
THIS CREDIT LINE DEED OF TRUST, FIXTURE FILING AND SECURITY AGREEMENT WITH
ASSIGNMENT OF RENTS (MPI) (the "Deed of Trust") is made as of the 28th day of
March, 2003 by and among MOUNTAINEER PARK, INC., a West Virginia corporation, as
grantor and debtor (hereinafter referred to as "Grantor"), JOYCE F. OFSA and
G. THOMAS BATTLE, both residents of Kanawha County, West Virginia, as trustees
(hereinafter collectively referred to as "Trustee"), and WELLS FARGO BANK,
National Association, as Agent Bank on behalf of the Lenders, the Swingline
Lender and the L/C Issuer, all of which are defined and described in the
EXHIBIT "A"
Credit Agreement referred to below, as secured party (together with its
successors and assigns, in such capacity, hereinafter referred to as "Secured
Party").
W_I_T_N_E_S_S_E_T_H:
THAT FOR AND IN CONSIDERATION OF THE INDEBTEDNESS AND TRUSTS HEREINAFTER SET
FORTH AND OF THE SUM OF TEN DOLLARS ($10.00), CASH IN HAND PAID, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED:
A.
Grantor grants, bargains, sells, transfers,
conveys and assigns the following described real property and related collateral
to Trustee, in trust, with power of sale, to have and to hold the same unto
Trustee and its successors in interest for and on behalf of Secured Party upon
the trusts, covenants and agreements herein expressed:
DESCRIPTION OF COLLATERAL
That certain real property situate in the Grant and Clay Districts, Hancock
County, State of West Virginia, that is more particularly described on that
certain exhibit marked Exhibit "A", affixed hereto and by this reference
incorporated herein and made a part hereof (the "Land"), together with and
including, without limitation:
(a)
All right, title and interest of Grantor
whether now owned or hereafter acquired, in or to any real property lying within
the right of way of any street, open or proposed, which adjoins any of said Land
and any and all sidewalks, bridges, elevated walkways, tunnels, alleys, strips
and gores of real property adjacent to, connecting or used in connection with
any of said Land (collectively, the "Adjacent Property");
(b)
All buildings, structures and all other
improvements and fixtures that are, or that may be hereafter erected or placed
on, or in, the Land and all right, title and interest of