EXHIBIT 10.5
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$100,000,000.00 June 27, 2002
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, SPEAKEASY GAMING OF
RENO, INC., a Nevada corporation and PRESQUE ISLE DOWNS, INC., a Pennsylvania
corporation (collectively the "Borrowers") jointly and severally promise to pay
to the order of XXXXX 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 Million Dollars ($100,000,000.00) (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 Maximum Permitted Balance 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 Second 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 Xxxxx 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 a restatement of the Revolving Credit Promissory Note (Third
Restated) (the "Prior Note") dated April 1, 2002, for the purpose of evidencing
an increase of the Aggregate Commitment from Eighty-Five Million Dollars
($85,000,000.00) to One Hundred Million Dollars ($100,000,000.00) and shall
constitute the Amended and Restated 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.
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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 August 15, 2005, the Maturity Date.
3. Interest shall be payable on the outstanding daily unpaid
principal amount of each Borrowing hereunder from the date thereof until payment
in full and shall accrue and be payable at the rates and on the dates set forth
in the Credit Agreement both before and after Default and before and after
maturity and judgment, with interest on overdue interest to bear interest at the
Default Rate, to the fullest extent permitted by applicable law.
4. The amount of each payment hereunder shall be made to the
Agent Bank at the Agent Bank's office as specified in the Credit Agreement for
the account of the Lenders at the time or times set forth therein, in lawful
money of the United States of America and in immediately available funds.
5. Borrowings hereunder shall be made in accordance with the
terms, provisions and procedures set forth in the Credit Agreement.
B. DEFAULT. The "Late Charges and Default Rate" provisions contained
in Section 2.10 and the "Events of Default" provisions contained in Article VII
of the Credit Agreement are hereby incorporated by this reference as though
fully set forth herein. Upon the occurrence of a Default or Event of Default,
Borrowers' right to convert or exercise its Interest Rate Option for a LIBOR
Loan, or the continuation thereof at the expiration of the then current Interest
Period, shall immediately, without notice or demand, terminate for so long as a
Default or Event of Default is continuing.
C. WAIVER. Borrowers waive diligence, demand, presentment for
payment, protest and notice of protest.
D. COLLECTION COSTS. In the event of the occurrence of an Event of
Default, the Borrowers agree to pay all reasonable costs of collection,
including reasonable attorneys fees, in addition to and at the time of the
payment of such sum of money and/or the performance of such acts as may be
required to cure such default. In the event legal action is commenced for the
collection of any sums owing hereunder the undersigned agrees that any judgment
issued as a consequence of such action against Borrowers shall bear interest at
a rate equal to the Default Rate until fully paid.
E. INTEREST RATE LIMITATION. Notwithstanding any provision herein or
in any document or instrument now or hereafter securing this Revolving Credit
Note, the total liability for payments in the nature of interest shall not
exceed the limits now imposed by the applicable laws of the State of Nevada or
the United States of America.
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F. SECURITY. This Revolving Credit Note is secured by the Security
Documentation described in the Credit Agreement.
G. GOVERNING LAW. This Revolving Credit Note has been delivered in
Las Vegas, Nevada, and shall be governed by and construed in accordance with the
laws of the State of Nevada.
H. PARTIAL INVALIDITY. If any provision of this Revolving Credit
Note shall be prohibited by or invalid under any applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision of any other provision of
this Revolving Credit Note.
I. NO CONFLICT WITH CREDIT AGREEMENT. This Revolving Credit 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. No reference herein to the Credit Agreement and no provision
of this Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of Borrowers, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency prescribed in the Credit Agreement. If any
provision of this Revolving Credit Note conflicts or is inconsistent with any
provision of the Credit Agreement, the provisions of the Credit Agreement shall
govern.
J. RESTATEMENT OF PRIOR NOTE. This Revolving Credit Note is a
complete amendment to and restatement of the Prior Note and shall evidence all
Indebtedness evidenced by the Prior Note and upon the execution and delivery of
this Revolving Credit Note to Agent Bank the Prior Note shall be of no further
force or effect.
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IN WITNESS WHEREOF, this Revolving Credit 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
SPEAKEASY GAMING OF RENO,
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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