SWINGLINE NOTE

Exhibit 10.3

SWINGLINE NOTE

$10,000,000.00 September 22, 2006

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 XXXXX FARGO BANK, National Association (the “Swingline Lender”) at its principal office at 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxx, Xxxxxx 00000, Attention: Xxxxxxx Xxxxxx, Senior Vice President, Commercial Banking Division, or at such other location as may be directed from time to time by Swingline Lender by written notice to Borrowers, the principal sum of Ten Million Dollars ($10,000,000.00) or, if less, the aggregate unpaid principal amount of all Swingline Advances (as defined in the Credit Agreement, hereinafter defined) made by the Swingline Lender to or for the benefit of Borrowers pursuant to the Credit Agreement, in the manner and at the times set forth in Section 2.08 of the Credit Agreement and, in any event, on or before ten (10) days prior to the Maturity Date.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

Borrowers also promise to pay interest on the unpaid principal amount hereof from time to time outstanding from the date of each Swingline Advance until repaid at the Base Rate plus the Applicable Margin, and on the dates specified in the Credit Agreement and in any event on or before ten (10) days prior to the Maturity Date.

Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds.

This Swingline Note is the Swingline Note described in, and is subject to the terms and provisions of that certain Fifth Amended and Restated Credit Agreement dated concurrently herewith, executed by and among Borrowers, Lenders, Swingline Lender, L/C Issuer and Agent Bank, as described and defined therein (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”) and payment of this Swingline Note is secured by the Security Documentation.  Reference is xxxxxx made to the Credit Agreement for a statement of the rights and obligations of the Borrowers, a description of the properties mortgaged and assigned, the nature and extent of the collateral security and the rights of the parties to the Security Documentation in respect of such collateral security, and for a statement of the terms and conditions under which the due date of this Swingline Note may be accelerated.  Upon the occurrence and

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continuance of any Event of Default as specified in the Credit Agreement, the principal balance hereof and the interest accrued hereon may be declared to be forthwith due and payable.

In addition to and not in limitation of the foregoing and the provisions of the Credit Agreement, the Borrowers further agree, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Swingline Lender following the occurrence and during the continuance of an Event of Default in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

This Swingline Note is issued under, and subject to, the terms, covenants and conditions of the Credit Agreement, which Credit Agreement is by this reference incorporated herein and made a part hereof.

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IN WITNESS WHEREOF, this Swingline Note has been executed as of the date first hereinabove written.

		BORROWERS:
		MTR GAMING GROUP, INC., a Delaware corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, President
		MOUNTAINEER PARK, INC., a West Virginia corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, President
		SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, President
		PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, President

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		SCIOTO DOWNS, INC., an Ohio corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, Vice President
		SPEAKEASY GAMING OF FREMONT, INC., a Nevada corporation
		By		/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx, President

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