Prepared by and when
recorded mail to

James L. Morgan, Esq.
Henderson & Morgan, LLC
164 Hubbard Way, Suite B
Reno, NV 89502

ASSIGNMENT OF ENTITLEMENTS, CONTRACTS,
RENTS AND REVENUES
(SDI)

        THIS ASSIGNMENT OF ENTITLEMENTS, CONTRACTS, RENTS AND REVENUES (SDI) ("Assignment") is made and entered into as of August    , 2003, by and between SCIOTO DOWNS, INC., an Ohio corporation, the successor by merger to RACING ACQUISITION, INC., an Ohio corporation, hereinafter referred to as "Assignor," party of the first part, and WELLS FARGO BANK, National Association, as the administrative and collateral agent for the Lenders, the Swingline Lender and the L/C Issuer (all of which are defined in the Credit Agreement referred to below), hereinafter referred to, together with its successors and assigns, in such capacity, as "Agent Bank," party of the second part.

R  E  C  I  T  A  L  S:

        WHEREAS:

        A. Assignor is the owner of the real property which is situate in the County of Franklin, State of Ohio and which is particularly described by Exhibit "A" attached hereto (the "Land").

        B. All references herein to the "Real Property" shall be to: (i) the Land; (ii) all real property which is adjacent to, or used in connection with, the Land and in which Assignor now owns, or hereafter acquires, an interest (the "Adjacent Property"); and (iii) all tenements, hereditaments and appurtenances to the Land or the Adjacent Property.

        C. Reference is made to that certain Third Amended and Restated Credit Agreement (the "Original Credit Agreement") dated March 28, 2003 and executed by and among MOUNTAINEER PARK, INC., a West Virginia corporation, MTR GAMING GROUP, INC., a Delaware corporation, SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation, SPEAKEASY GAMING OF RENO, INC., a Nevada corporation, PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation and RACING ACQUISITION, INC., an Ohio corporation (collectively, the "Original Borrowers"), as borrowers, the Lenders therein named (each, together with their respective successors and assigns, individually being referred to herein as a "Lender" and collectively as the "Lenders"), the Swingline Lender therein named (referred to herein, together with its successors and assigns, as the "Swingline Lender"), the L/C Issuer therein named (referred to herein, together with its successors and assigns, as the "L/C Issuer"), and Agent Bank, as said Original Credit Agreement has been amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated June 18, 2003 and executed by and among Original Borrowers and the Banks referred to below. The Original Credit Agreement, as so amended and as it may hereafter be renewed, extended, amended, restated, replaced, substituted or otherwise modified, is collectively referred to herein as the "Credit Agreement." All obligations of the Original Borrowers under the Credit Agreement and the Notes, among other obligations, have been assumed by Assignor, on a joint and several basis, pursuant to an Assumption and Consent Agreement dated concurrently, or substantially concurrent, herewith, executed by Assignor and Agent Bank. Original Borrowers, Assignor and any other person or entity which hereafter becomes a Borrower under the Credit Agreement, are collectively referred to herein as the "Borrowers." Agent Bank, the Lenders, the Swingline Lender and the L/C Issuer are collectively referred to herein as the "Banks."

        D. All capitalized words and terms which are used herein (and which are not otherwise defined herein) shall have the respective meanings and be construed herein as provided in Section 1.01 of the Credit Agreement and any reference to a provision of the Credit Agreement shall be deemed to incorporate that provision as a part hereof in the same manner and with the same effect as if the same were fully set forth herein.

        E. Pursuant to the Credit Agreement, and subject to the terms and conditions specified therein, the Lenders have provided a revolving credit facility to Borrowers with an initial maximum principal amount of Fifty Million Dollars ($50,000,000.00) available for Borrowings thereunder (together with all extensions, renewals, amendments, substitutions and other modifications thereof, the "Credit Facility"), which Credit Facility includes: (i) a subfacility for funding of Swingline Advances by the Swingline Lender on shorter notice and in lesser amounts than would otherwise be required for Borrowings under the Credit Facility (together with all extensions, renewals, amendments, substitutions, and other modifications thereof, the "Swingline Facility"); and (ii) a subfacility for issuance of Letters of Credit by the L/C Issuer for the account of Borrowers, or any of them (together with all extensions, renewals, amendments, substitutions, and other modifications thereof, the "L/C Facility" and, together with the Credit Facility and the Swingline Facility, the "Bank Facilities"); all as more particularly set forth by the Credit Agreement.

        F. It is a condition of the Bank Facilities that all of Assignor's present and future right, title and interest in and to:

        (i) all leases and purchase contracts which are now existing or are hereafter entered into, for furniture, fixtures, equipment, signs and other items of personal property which are used in connection with, or which relate to: (aa) the Real Property; (bb) the racetrack and related activities to be conducted by, or on behalf of, Assignor on the Real Property including, without limitation, any gaming and/or hotel activities which may hereafter be conducted at the Real Property (collectively, the "Racetrack Facilities"); or (cc) any other business activity now, or hereafter, conducted by, or on behalf of, Assignor on, or in connection with, the Real Property (collectively, the "Additional Business(es)"); all together with any and all modifications, extensions, or renewals thereof (collectively, the "Equipment Agreements");

        (ii) all leases, subleases, licenses, concessions, franchises and other use or occupancy agreements which now exist or are hereafter entered into and which relate to any portion of the Real Property, and all guarantees, extensions, renewals, amendments and modifications thereof (collectively, the "Spaceleases");

        (iii) all present and future rents, issues, profits, products, earnings, accounts, rights, benefits, income, proceeds, payments, revenue, receipts and deposits of any kind or nature (collectively, the "Proceeds") which relate to, or are derived from, the Real Property, the Racetrack Facilities, or any Additional Business, including, without limitation, present and future Proceeds, of any nature whatsoever, derived from, or received with respect to, racetrack operations, bars, restaurants, banquet facilities, convention facilities, retail premises and other facilities related to, or used in connection with, the Real Property, the Racetrack Facilities, and/or any Additional Business, and also including without limitation, Proceeds from any of the Spaceleases (collectively, the "Rents and Revenues"); and

        (iv) all present and future assignable permits, licenses, warranties, contracts and other entitlements, if any, which are issued, granted, agreed to, or entered into in connection with, or relating to, the Real Property, the Racetrack Facilities or any Additional Business, together with any and all modifications, extensions or renewals thereof (collectively, the "Entitlements");

be presently assigned to Agent Bank in consideration of the Bank Facilities upon the terms and conditions set forth below.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC