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Exhibit 10.2
REVOLVING CREDIT NOTE
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$105,000,000.00
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September 22, 2006
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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.
Page 1 of 5
3.
Interest shall be payable on the outstanding daily unpaid principal
amount of each Borrowing
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