ANNEX A HERETO.
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES.
EACH LOAN
PARTY REPRESENTS AND WARRANTS THAT:
(A)
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY DOES NOT AND WILL NOT (I) VIOLATE OR CONFLICT WITH ANY LAWS,
RULES, REGULATIONS OR ORDERS OF ANY GOVERNMENTAL AUTHORITY
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OR VIOLATE, CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT (WITH
DUE NOTICE OR LAPSE OF TIME OR BOTH) UNDER ANY CONTRACTUAL OBLIGATION OR
ORGANIZATIONAL DOCUMENTS OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES OR
(II) REQUIRE THE CONSENT OF, OR ANY FILING WITH, ANY PERSON THAT HAS NOT BEEN
OBTAINED OR MADE;
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH LOAN PARTY OF THIS
AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND IS THE
LEGAL, VALID AND BINDING OBLIGATION OF SUCH LOAN PARTY ENFORCEABLE AGAINST SUCH
LOAN PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE ENFORCEMENT THEREOF MAY
BE SUBJECT TO (I) THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY
AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT IS
SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW);
(C)
EACH OF THE REPRESENTATIONS AND WARRANTIES OF EACH LOAN PARTY
CONTAINED IN THE LOAN DOCUMENTS ARE TRUE, CORRECT AND COMPLETE AS OF THE DATE
(EXCEPT TO THE EXTENT THAT SUCH REPRESENTATION OR WARRANTY EXPRESSLY RELATES TO
AN EARLIER DATE IN WHICH CASE IT SHALL BE TRUE AS OF SUCH EARLIER DATE);
(D)
AFTER GIVING EFFECT TO THIS AGREEMENT, NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE CREDIT AGREEMENT.
SECTION 3.
CONDITION TO EFFECTIVENESS.
THIS AGREEMENT SHALL BE
EFFECTIVE UPON SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
EVIDENCE SATISFACTORY TO THE AGENT THAT THE BORROWER HAS RECEIVED
AN AGGREGATE CASH EQUITY CAPITAL CONTRIBUTION FROM SPONSORS ON OR ABOUT JUNE 20,
2008 OF AT LEAST $615,000 (IT BEING AGREED THAT SUCH EQUITY CONTRIBUTION SHALL
NOT, PURSUANT TO SECTION 2.5(D) OF THE CREDIT AGREEMENT BE REQUIRED TO BE USED
TO PREPAY THE TERM LOAN);
(B)
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE BORROWER, HOTEL,
AGENT AND THE REQUISITE LENDERS;
(C)
EACH REPRESENTATION AND WARRANTY CONTAINED HEREIN SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS;
(D)
EXECUTION AND DELIVERY BY EACH OF MTR-HARNESS, INC. AND MTR GAMING
GROUP, INC. OF THE CONSENT AND REAFFIRMATION ATTACHED HERETO AS EXHIBIT A;
(E)
EXECUTION AND DELIVERY BY EACH OF SOUTHWEST CASINO AND HOTEL CORP.
AND SOUTHWEST CASINO CORPORATION OF THE CONSENT AND REAFFIRMATION ATTACHED
HERETO AS EXHIBIT B; AND
(F)
RECEIPT BY THE AGENT OF EACH OF THE DOCUMENTS AND AGREEMENTS
DESCRIBED IN ANNEX I HERETO.
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SECTION 4.
REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
(A)
EXCEPT AS SPECIFICALLY MODIFIED ABOVE, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED.
(B)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AGREEMENT SHALL
NOT OPERATE AS A WAIVER OF ANY