0001104659-09-044963 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 27th, 2009 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation

THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of July 22 2009, by and among MTR Gaming Group, Inc., a Delaware corporation (the “Issuer”), the guarantors executing the Supplemental Indenture (the “Guarantors”) and Wilmington Trust Company, as successor to Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”), under the Indenture dated as of March 25, 2003, and supplemented as of July 31, 2003, April 23, 2004, January 11, 2006, May 12, 2006, May 17, 2006, June 1, 2007, June 15, 2007, and March 7, 2008 (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Indenture.

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LIMITED CONSENT AND FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • July 27th, 2009 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Nevada

This LIMITED CONSENT AND FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”), dated as of July 15, 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.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 27th, 2009 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation

THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of July 22 2009, by and among MTR Gaming Group, Inc., a Delaware corporation (the “Issuer”), the guarantors executing the Supplemental Indenture (the “Guarantors”) and Wilmington Trust Company, as successor to Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”), under the Indenture dated as of May 25, 2006, and supplemented as of June 1, 2007, June 15, 2007 and March 7, 2008 (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Indenture.

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