Exhibit 10.1
SEVENTH AMENDMENT
TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
This SEVENTH AMENDMENT TO FIFTH
AMENDED AND RESTATED CREDIT AGREEMENT (this “ Seventh
Amendment ”), dated as of October 13, 2009, is
entered into by and among: (A) MTR GAMING GROUP, INC., a
Delaware corporation (“ MTRI ”), MOUNTAINEER
PARK, INC., a West Virginia corporation (“ MPI
”), PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation
(“ PIDI ”), and SCIOTO DOWNS, INC., an Ohio
corporation (“ SDI ” and together with MTRI,
MPI, and PIDI, each, a “ Borrower ” and
collectively, the “ Borrowers ”);
(B) Lenders constituting the Requisite Lenders; and
(C) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative
agent and collateral agent for the Lenders under the Credit
Agreement, the Swingline Lender and the L/C Issuer (in such
capacity, the “ Agent Bank ”). Capitalized
terms used herein and not otherwise defined herein shall have the
meanings given to them in the Credit Agreement defined
below.
RECITALS
A.
Borrowers, the Agent Bank and the Lenders have previously entered
into that certain Fifth Amended and Restated Credit Agreement,
dated as of September 22, 2006, as amended by that certain
First Amendment to Fifth Amended and Restated Credit Agreement
dated as of June 19, 2007, as further amended by that certain
Limited Waiver and Second Amendment to Fifth Amended and Restated
Credit Agreement dated as of March 31, 2008, as further
amended by that certain Third Amendment to Fifth Amended and
Restated Credit Agreement dated as of May 9, 2008, as further
amended by that certain Fourth Amendment to Fifth Amended and
Restated Credit Agreement dated as of December 19, 2008, as
further amended by that certain Limited Consent and Fifth Amendment
to Fifth Amended and Restated Credit Agreement dated as of
July 15, 2009 and as further amended by that certain Sixth
Amendment to Fifth Amended and Restated Credit Agreement dated as
of August 12, 2009 (collectively, the “ Existing
Credit Agreement ” and as the same may be further
amended, restated, supplemented or otherwise modified and in effect
from time to time, including, but not limited to, by this Seventh
Amendment, the “ Credit Agreement ”), by and
among Borrowers, the Lenders, and Wells Fargo Bank, National
Association, as Agent Bank, L/C Issuer and Swingline
Lender.
B.
Borrowers have requested certain amendments to the Existing Credit
Agreement as set forth below.
C.
The Agent Bank and Lenders constituting at least Requisite Lenders
are willing to grant such requests on the terms and subject to the
conditions set forth in this Seventh Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements set forth below
and other good and valuable consideration, the receipt and
adequacy
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of which are hereby acknowledged, the parties
hereby agree, except as otherwise set forth herein, as of the
Seventh Amendment Effective Date (as defined in
Section 2 below) as follows:
SECTION 1.
Amendments
. On the terms and subject to the
conditions of this Seventh Amendment (including the satisfaction of
the conditions precedent set forth in Section 2 below),
the Existing Credit Agreement is hereby amended as
follows:
(a)
Definition of “Aggregate
Commitment” .
(i)
As of the Seventh Amendment Effective Date, the definition of
“Aggregate Commitment” in Section 1.01 of
the Existing Credit Agreement is hereby amended and restated in its
entirety as follows:
“ Aggregate Commitment
” shall mean reference to the aggregate amount committed by
Lenders for advance to or on behalf of the Borrowers as Borrowings
under the Credit Facility in the principal amount of Ten Million
Dollars ($10,000,000.00), as may be reduced from time to time by:
(i) the Scheduled Reductions, (ii) Voluntary Permanent
Reductions, and/or (iii) Mandatory Commitment
Reductions.
(ii)
The Borrowers acknowledge and agree that the Aggregate Commitment
Reduction Schedule is not affected by the reduction in the
Aggregate Commitment resulting from the amendment set forth
above.
(b)
Definition of “Permitted
Second Lien Indebtedness” . As of the Seventh Amendment Effective
Date, the definition of “Permitted Second Lien
Indebtedness” in Section 1.01 of the Existing
Credit Agreement is hereby amended and restated in its entirety as
follows:
“ Permitted Second Lien
Indebtedness ” shall mean Indebtedness owing by the
Borrower Consolidation incurred pursuant to the Senior Secured
Indenture.
(c)
Definition of “Senior
Secured Indenture” . As of the Seventh Amendment Effective
Date, the definition of “Senior Secured Indenture” in
Section 1.01 of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:
“ Senior Secured
Indenture ” shall mean that certain Indenture, dated as
of the Fifth Amendment Effective Date, by and among MTRI, as issue,
the guarantors party thereto, and Wilmington Trust Company, as
trustee and as collateral agent.
(d)
Definition of “Senior
Secured Notes” . As of the Seventh Amendment Effective
Date, the definition of “Senior Secured Notes” in
Section 1.01 of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:
“ Senior Secured Notes
” shall mean the senior secured notes due 2014 in an
aggregate principal amount of $260,000,000 issued pursuant to the
Senior Secured Indenture.
(e)
Section 5.08(e)/Compliance
Certificate . As of
the Seventh
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Amendment Effective Date,
Section 5.08(e) of the Existing Credit Agreement
is hereby amended by replacing the phrases (i) “Senior
Unsecured Notes” with “Senior Secured Notes”
and (ii) “Senior Un
