MTR Gaming further amends consent solicitation for 9% notes, ups fee

New York, July 21 - MTR Gaming Group, Inc. announced a further amendment to the consent solicitation for its $125 million of 9% senior subordinated notes due 2012.

MTR said it has changed the proposed amendment to the definition of permitted indebtedness in the indenture governing the notes to permit the company to incur additional debt to finance the acquisition, development and construction of gaming facilities at certain of its existing properties only if the ratio of the principal amount of that debt to equity financing does not exceed 1.0 to 1.0.

The definition of unrestricted subsidiary is amended so that the company may not designate any subsidiary that owns Mountaineer Casino, Racetrack & Resort, Presque Isle Downs & Casino or Scioto Downs as an unrestricted subsidiary.

In addition, MTR has agreed to increase the consent fee to $15.00 from $10.00 for each $1,000 principal amount of 9% notes.

On July 20, the company said it was no longer seeking previously proposed amendments to the definition of change of control in the indenture governing the notes.

MTR is seeking consents from holders of a majority of notes.

The solicitation for the 9% notes was announced on July 15 along with a cash tender offer and consent solicitation for its $130 million of 9¾% senior notes due 2010.

The tender offer ends at 11:59 p.m. ET on Aug. 11.

The consent deadline is 5 p.m. ET on July 22 for both notes series.

For each $1,000 principal amount of 9¾% notes, holders who tender will receive $1,005, including a $30 consent fee.

The offer is also conditioned on the company amending and restating its existing credit facility to provide for not less than $20 million of revolving borrowing capacity. MTR must also issue at least $250 million of senior secured notes or other debt securities.

Goldman, Sachs & Co. is the dealer manager and solicitation agent (212 357-4692 or 877 686-5059). Requests for documentation may be directed to MacKenzie Partners, Inc. (800 322-2885 or 212 929-5500).

MTR Gaming is a Chester, W.Va.-based company involved in gaming, horseracing and hotel properties.

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