FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.17

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

                           THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("First Amendment") is made and entered into as of the 30^th day of July, 2001, by and among MTR GAMING GROUP, INC., a Delaware corporation ("MTRI"), MOUNTAINEER PARK, INC., a West Virginia corporation ("MPI"), SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation ("SGLVI"), SPEAKEASY GAMING OF RENO, INC., a Nevada corporation ("SGRI") and PRESQUE ISLE DOWNS, INC., a Pennsylvania corporation ("PIDI" and together with MTRI, MPI, SGLVI and SGRI, collectively referred to as the "Borrowers"), WELLS FARGO BANK, National Association, PNC BANK, N.A., BANK OF SCOTLAND and NATIONAL CITY BANK OF PENNSYLVANIA (each individually a "Lender" and collectively the "Lenders"), WELLS FARGO BANK, National Association, as the swingline lender (herein in such capacity, together with its successors and assigns, the "Swingline Lender") and WELLS FARGO BANK, National Association, as administrative and collateral agent for the Lenders and Swingline Lender (herein, in such capacity, called the "Agent Bank" and, together with the Lenders and Swingline Lender collectively referred to as the "Banks").

R_E_C_I_T_A_L_S:

                           WHEREAS:

                           A.         MTRI, MPI, SGLVI and SGRI, as borrowers, and Banks entered into an Amended and Restated Credit Agreement dated as of August 15, 2000 (the "Existing Credit Agreement") for the purpose of establishing a revolving line of credit in the initial principal amount of Sixty Million Dollars ($60,000,000.00), including a subfacility for the funding of swingline advances up to the maximum aggregate amount of Five Million Dollars ($5,000,000.00) at any time outstanding.

                           B.          PIDI is a newly formed wholly owned subsidiary of MTRI organized and existing under the laws of the Commonwealth of Pennsylvania intended by MTRI to be added as a member of the Borrower Consolidation.

                           C.          For the purpose of this First Amendment, all capitalized words and terms not otherwise defined herein shall have the respective meanings and be construed herein as provided in Section 1.01 of the Existing Credit Agreement and any reference to a provision of the Existing 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.

                           D.         Under the terms of Section 6.06(b) of the Existing Credit Agreement, Expansion Capital Expenditures are limited to an aggregate amount of Fifty-One Million Dollars ($51,000,000.00).  A recent Borrower prepared analysis of the ongoing and planned Expansion Capital Expenditures to be made by the Borrower Consolidation has demonstrated that the projected aggregate of Expansion Capital Expenditures planned by the Borrower Consolidation is approximately One Hundred Four Million Dollars ($104,000,000.00), all as more particularly described on the Capital Expenditure Budget Variance Analysis as of First Amendment Effective Date ("Cap Ex Variance Analysis"), a copy of which is marked "Exhibit S," affixed hereto and by this reference incorporated herein and made a part hereof.

                           E.          As a consequence of the projected increase in projected Expansion Capital Expenditures, Borrowers have requested that the aggregate amount of Expansion Capital Expenditures permitted under Section 6.06(b) be increased from Fifty-One Million Dollars ($51,000,000.00) to an aggregate of One Hundred Five Million Dollars ($105,000,000.00).  Borrowers have further requested other amendments and modifications to the Existing Credit Agreement, including, without limitation, increases to the Aggregate Commitment, as summarized below:

                           F.          Subject to the terms, provisions and conditions hereinafter set forth, Lenders have agreed to the amendments, revisions and modifications set forth in this First Amendment.  Furthermore, the Lenders set forth below (collectively the "Increasing Lenders") have agreed, subject to the terms, conditions, additional modifications and provisions set forth in this First Amendment, to fund their respective portions of the First Commitment Increase and, subject to the occurrence of the Second Increase Effective Date, to fund their respective portions of the Second Commitment Increase by increasing their respective Pro Rata Shares of the Aggregate Commitment, in each instance by the amounts set forth below:

                           NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the amendments and modifications to the Existing Credit Agreement as specifically hereinafter provided as follows:

                           1.          Definitions.  As of the First Amendment Effective Date, Section 1.01 of the Existing Credit Agreement entitled "Definitions" shall be and is hereby amended to include the following definitions.  Those terms which are currently defined by Section 1.01 of the Existing Credit Agreement and which are also defined below shall be superseded and restated by the applicable definition set forth below:

                           "Acquisition" means any transaction, or any series of related transactions, consummated after the Closing Date, by which any Borrower directly or indirectly acquires any New Venture or any ongoing business or all or substantially all of the assets of any firm, partnership, joint venture, limited liability company, corporation or division thereof, whether through purchase of assets, merger or otherwise.

                           "Aggregate Commitment" shall mean reference to the aggregate amount committed by Lenders for advance to or on behalf of the Borrower Consolidation as Borrowings under the Credit Facility up to the maximum principal amount of (i) Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000.00) as of the First Amendment Effective Date, or (ii) Seventy-Five Million Dollars ($75,000,000.00), subject to the occurrence of the Second Increase Effective Date, or (iii) Eighty-Five Million Dollars ($85,000,000.00) subject to the conditions set forth in Section 2.01(d), in each case subject to (iv) the Scheduled Reductions as of each Reduction Date, (v) Voluntary Reductions as provided in Section 2.01(c), and (vii) each of the other reductions and/or limitations for advance as set forth in the definition of Maximum Permitted Balance.

                           "Assumption and Consent Agreement" shall mean the document evidencing an increase of the Aggregate Commitment and assumption of such increase by a Lender or Eligible Assignee in the form of the Assumption and Consent Agreement marked "Exhibit R", affixed hereto and by this reference incorporated herein and made a part hereof.

                           "Borrower Consolidation" shall mean reference to Borrowers, including PIDI as of the First Amendment Effective Date, and thereafter each Subsidiary created in accordance and compliance with Section 6.16, all on a consolidated basis.

                           "Borrowers" shall mean collective reference to MTRI, MPI, SGLVI, SGRI and PIDI.

                           "Cap Ex Variance Analysis" shall have the meaning ascribed to such term in Recital Paragraph D of the First Amendment.

                           "Commitment Increase Fee" shall have the meaning set forth in Paragraph 10(g) of the First Amendment.

                           "Commitment Increases" shall mean collective reference to the First Commitment Increase and Second Commitment Increase.

                           "Credit Agreement" shall mean the Existing Credit Agreement as amended by the First Amendment, together with all Schedules, Exhibits and other attachments thereto, as it may be further amended, modified, extended, renewed or restated from time to time.

                           "Existing Credit Agreement" shall have the meaning set forth in Recital Paragraph A of the First Amendment.

                           "Expanded Share Repurchase Period" shall have the meaning ascribed to such term in Section 6.08(i).

                           "Expansion Cap Ex Project" shall mean individual reference to and "Expansion Cap Ex Projects" shall mean collective reference to each of the expansion capital expenditure projects shown on the Cap Ex Variance Analysis, as supplemented and/or revised from time to time, and on each Capital Expenditure budget delivered by Borrowers to Lenders from time to time during the term of the Credit Facility.

                           "Expansion Cap Ex Review" shall mean the review to be made following the First Amendment Effective Date and at or about the sixth (6^th) month anniversary of the First Amendment Effective Date, in each instance by the Lenders' Consultant, at Borrowers' expense, of the Cap Ex Variance Analysis and Expansion Cap Ex Projects being undertaken or proposed by the Borrower Consolidation, including, without limitation:

                                        a.          an examination of each set of plans and specifications and determination of acceptability of documentation relating to each Expansion Cap Ex Project;

                                        b.          site inspections of each Expansion Cap Ex Project to verify:

                                        c.          a review of budgetary aspects, including construction cost and project completion analysis.

                           "First Amendment" shall mean the First Amendment to Amended and Restated Credit Agreement dated as of July 30, 2001.

                           "First Amendment Effective Date" shall mean August 1, 2001, subject to the occurrence of each of the Conditions Precedent set forth in Paragraph 10 of the First Amendment.

                           "First Anniversary Date" shall mean the first annual anniversary of the First Amendment Effective Date"

                           "First Commitment Increase" shall have the meaning ascribed to such term in Recital Paragraph E(i) of the First Amendment.

                           "Greenshoe Increase" shall have the meaning ascribed to such term in Recital Paragraph E(ii).

                           "Increasing Lender(s)" shall have the meaning ascribed to such term in Recital Paragraph F of the First Amendment.

                           "Investment" shall mean, when used in connection with any Person: (i) any investment by or of that Person, whether by means of purchase or other acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person, (ii) any Acquisition, and (iii) any other item that is or would be classified as an investment on a balance sheet of such Person prepared in accordance with GAAP.  The amount of any Investment shall be the amount actually invested without adjustment for subsequent increases or decreases in the value of such Investment.

                           "Lenders' Consultant" shall mean the Affiliate or other representative of Agent Bank to be engaged by Agent Bank in connection with the Expansion Cap Ex Reviews.

                           "PIDI" shall have the meaning ascribed to such term in the Preamble of the First Amendment.

                           "Reduction Date(s)" shall mean the last day of the fiscal quarters ending on each of the following dates: March 31, 2003; June 30, 2003; September 30, 2003; December 31, 2003; March 31, 2004; June 30, 2004; September 30, 2004; December 31, 2004; March 31, 2005; and June 30, 2005.

                           "Revolving Credit Note" shall mean the Revolving Credit Note (Second Restated), a copy of which is marked "Exhibit A", affixed to the First Amendment and by this reference incorporated herein and made a part hereof, executed by Borrowers on or before the First Amendment Effective Date, payable to the order of Agent Bank on behalf of the Lenders, evidencing the Credit Facility, as the same may be amended, modified, supplemented, replaced, renewed or restated from time to time, which restated Exhibit A shall fully restate and supersede Exhibit A attached to the Existing Credit Agreement.

                           "Schedule of Lenders' Proportions in Credit Facility" shall mean the Schedule of Lenders' Proportions in Credit Facility, a copy of which is set forth as Schedule 2.01(a), affixed to the First Amendment and by this reference incorporated herein and made a part hereof, setting forth the respective Syndication Interest and maximum amount to be funded under the Credit Facility by each Lender with respect to the First Commitment Increase as of the First Amendment Effective Date and, subject to the occurrence of the Second Increase Effective Date, with respect to the Second Commitment Increase, in each case as the same may be amended or restated from time to time in connection with an Assignment and Assumption Agreement or Assumption and Consent Agreement, which revised Schedule 2.01(a) shall fully restate and supersede Schedule 2.01(a) attached to the Existing Credit Agreement and all previous amendments and restatements thereof.

                           "Scheduled Reduction" shall mean the amount by which the Aggregate Commitment shall be reduced on each Reduction Date with the intent that as of the Maturity Date the Aggregate Commitment shall have been reduced to an amount no greater than Sixty Million Dollars ($60,000,000.00).  The amount of each such Scheduled Reduction shall be determined by dividing by ten (10) the sum of: (i) the amount of the First Commitment Increase, plus (ii) the amount of the Second Commitment Increase, in the event the Second Increase Effective Date has occurred, plus (iii) the amount of the Greenshoe Increase, to the extent such increase to the Aggregate Commitment has become effective.

                           "Second Commitment Increase" shall have the meaning ascribed to such term in Recital Paragraph E(i) of the First Amendment.

                           "Second Increase Effective Date" shall mean the date upon which each of the conditions set forth in Paragraph 11 of the First Amendment shall have occurred.

                           2.          First Commitment Increase.  From and after the First Amendment Effective Date:

                                        a.          each Increasing Lender shall and does hereby assume and agree to perform all of the promises and covenants of a Lender as to its respective Pro Rata Share of the First Commitment Increase in the amounts and proportions set forth in Recital Paragraph F with respect to the First Commitment Increase; and

                                        b.          the respective aggregate Syndication Interests of the Lenders in the Credit Facility shall be as set forth on the Schedule of Lenders' Proportions in Credit Facility as of the First Amendment Effective Date, a copy of which is marked "Schedule 2.01(a)" affixed to the First Amendment and by this reference incorporated herein and made a part hereof, which shall restate the Schedule of Lenders' Proportions in Credit Facility attached as Schedule 2.01(a) to the Existing Credit Agreement, and all previous amendments and restatements thereof, for the purpose of showing the Aggregate Commitment, as increased by the First Commitment Increase, the adjustment of the respective Syndication Interests held by each of the Lenders and evidencing each Lender's applicable Syndication Interest in the Credit Facility on and after the First Amendment Effective Date.

                           3.          Second Commitment Increase.  Subject to the occurrence of the Second Increase Effective Date:

                                        a.          each Increasing Lender shall and does hereby assume and agree to perform all of the promises and covenants of a Lender as to its respective Pro Rata Share of the Second Commitment Increase in the amounts and proportions set forth in Recital Paragraph F with respect to the Second Commitment Increase; and

                                        b.          the respective aggregate Syndication Interests of the Lenders in the Credit Facility shall be as set forth on the Schedule of Lenders' Proportions in Credit Facility as of the Second Increase Effective Date, a copy of which is marked "Schedule 2.01(a)" affixed to the First Amendment and by this reference incorporated herein and made a part hereof, which shall restate the Schedule of Lenders' Proportions in Credit Facility attached as Schedule 2.01(a) to the Existing Credit Agreement, the Schedule of Lenders' Proportions in Credit Facility as of the First Amendment Effective Date, and all other amendments and restatements thereof, for the purpose of showing the Aggregate Commitment, as increased by the Second Commitment Increase, the adjustment of the respective Syndication Interests held by each of the Lenders and evidencing each Lender's applicable Syndication Interest in the Credit Facility on and after the Second Increase Effective Date.

                           4.          Provision for Greenshoe Increase to Aggregate Commitment.  As of the First Amendment Effective Date, Section 2.01(d) entitled "Greenshoe Increase of Aggregate Commitment" shall be and is hereby added to the Credit Agreement as follows:

                           5.          Restatement of Financial and Other Reporting Requirements.  As of the First Amendment Effective Date, Section 5.08 of the Existing Credit Agreement entitled "Financial Statements; Reports; Certificates and Books and Records" shall be and is hereby fully amended and restated in its entirety as follows:

                           6.          Restatement of Capital Expenditures Requirements Covenant.  As of the First Amendment Effective Date, Section 6.06 of the Existing Credit Agreement entitled "Capital Expenditures Requirements" shall be and is hereby fully amended and restated in its entirety as follows:

                                        "Section 6.06.  Capital Expenditure Requirements.

                           7.          Restatement of Investments Restrictions Covenant.  As of the First Amendment Effective Date, Section 6.08 of the Existing Credit Agreement entitled "Investments Restrictions" shall be and is hereby fully amended and restated in its entirety as follows:

                           8.          Consent to Creation of PIDI as an Additional Subsidiary.  Banks do hereby consent to the organization and creation of PIDI as a wholly owned subsidiary of MTRI and member of the Borrower Consolidation.

                           9.          Assumption by PIDI.  PIDI joins in the execution of this First Amendment for the purpose of evidencing its agreement to and effective as of the date hereof, does hereby, jointly and severally with the other members of the Borrower Consolidation, assume all duties, obligations and liabilities of Borrowers under the Credit Agreement, the Note and each of the other Loan Documents as a Borrower and member of the Borrower Consolidation and agrees to jointly and severally perform all of the promises, covenants and other obligations of Borrowers thereunder arising or performable from and after the date hereof.

                           10.        Conditions Precedent to First Amendment Effective Date.  The occurrence of the First Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before August 3, 2001:

                                        a.          due execution by Borrowers and Banks of six (6) duplicate originals of this First Amendment;

                                        b.          due execution by Borrowers of the original Revolving Credit Note (Second Restated);

                                        c.          an original Certificate of Corporate Resolution for each of the Borrowers authorizing each respective Borrower to enter into all documents and agreements to be executed by it pursuant to this First Amendment and further authorizing and empowering the officer or officers who will execute such documents and agreements with the authority and power to execute such documents and agreements on behalf of each respective corporation;

                                        d.          Borrowers shall have executed and delivered to Agent Bank any further amendments to the Security Documentation reasonably requested by Agent Bank for the purpose of securing repayment of the Commitment Increases and the Bank Facilities and shall pay the costs of the 110.5 endorsement or other applicable endorsement to the Title Insurance Policies evidencing its continued application to the Bank Facilities, as increased by the Commitment Increases, and to the Security Documentation;

                                        e.          each Lender realizing a decrease in its respective Syndication Interest has received such amount as is necessary to adjust such Lender's Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date equal to such Lender's Syndication Interest as set forth on the Schedule of Lenders' Proportions in Credit Facility dated as of the First Amendment Effective Date, attached hereto;

                                        f.           each Increasing Lender realizing an increase in its respective Syndication Interest has delivered to Agent Bank an amount representing its Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date, less such Increasing Lender's Pro Rata Share of the Funded Outstandings immediately prior to the First Amendment Effective Date, for distribution to the Lenders in such amounts as are necessary to adjust each such Lenders' Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date to a percentage equal to the Syndication Interests set forth on the Schedule of Lenders' Proportions in Credit Facility dated as of the First Amendment Effective Date, attached hereto.  Interest accrued but remaining unpaid on the outstanding principal balance under the Credit Facility shall be prorated to the First Amendment Effective Date and disbursed by Agent Bank to Lenders from the next payment of accrued interest under the Revolving Credit Note in accordance with their respective Pro Rata Shares;

                                        g.          payment to Agent Bank for the account of the Lenders of a non-refundable fee (the "Commitment Increase Fee") in the following amounts:

                                        i.           Borrowers shall have caused their attorneys to deliver a legal opinion in substantially the form of the Legal Opinion attached as Exhibit I to the Existing Credit Agreement with respect to the First Amendment and the amendments to the Security Documentation and in all other respects reasonably satisfactory to Agent Bank;

                                        j.           Borrowers pay Agent Bank for the account of the applicable Lenders any Breakage Charges due under Section 2.07(c);

                                        k.          reimbursement to Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Commitment Increases and First Amendment, but not limited to, reasonable attorneys' fees of Henderson & Morgan, LLC, Lenders' Consultant fees and all other like expenses remaining unpaid as of the First Amendment Effective Date; and

                                        l.           such other documents, instruments or conditions as may be reasonably required by Agent Bank.

                           11.        Conditions Precedent to Second Increase Effective Date.  The occurrence of the Second Increase Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before the First Anniversary Date:

                                        a.          the Lenders' Consultant shall have completed the Expansion Cap Ex Review to the reasonable satisfaction of each of the Lenders; and

                                        b.          Agent Bank shall have received reimbursement for all fees and costs relating to the Expansion Cap Ex Review, as provided in Paragraph 12 hereinbelow, and all other fees and costs, including reasonable attorneys' fees, remaining unpaid as of the Second Increase Effective Date;

                                        c.          each Lender realizing a decrease in its respective Syndication Interest shall have received such amount as is necessary to adjust such Lender's Pro Rata Share of the Funded Outstandings as of the Second Increase Effective Date equal to such Lender's Syndication Interest as set forth on the Schedule of Lenders' Proportions in Credit Facility as of the Second Increase Effective Date;

                                        d.          each Increasing Lender realizing an increase in its respective Syndication Interest has delivered to Agent Bank an amount representing its Pro Rata Share of the Funded Outstandings as of the Second Increase Effective Date, less such Increasing Lender's Pro Rata Share of the Funded Outstandings immediately prior to the Second Increase Effective Date, for distribution to the Lenders in such amounts as are necessary to adjust each such Lenders' Pro Rata Share of the Funded Outstandings as of the Second Increase Effective Date to a percentage equal to the Syndication Interests set forth on the Schedule of Lenders' Proportions in Credit Facility as of the Second Increase Effective Date.  Interest accrued but remaining unpaid on the outstanding principal balance under the Credit Facility shall be prorated to the Second Increase Effective Date and disbursed by Agent Bank to Lenders from the next payment of accrued interest under the Revolving Credit Note in accordance with their respective Pro Rata Shares; and

                                        e.          Borrowers pay Agent Bank for the account of the applicable Lenders any Breakage Charges due under Section 2.07(c).

                           12.        Reimbursement for Expenses and Fees of Lenders' Consultant.  Borrowers shall reimburse Agent Bank promptly, but in any event on or before ten (10) Banking Business Days following receipt of a billing invoice setting forth the amount then due, for all of the reasonable fees and out-of-pocket expenses of Lenders' Consultant incurred in connection with each Expansion Cap Ex Review.

                           13.        SGRI Waivers and Consents.  MTRI and SGRI have disclosed to Banks that SGRI, for economic reasons, has at least temporarily and perhaps permanently closed the casino and certain ancillary hotel services at the SGRI Hotel/Casino Facilities.  Notwithstanding anything in the Credit Agreement to the contrary, the Banks hereby agree to the following waivers and consents (collectively, the "SGRI Waivers and Consents"):

                                        a.          consent to the temporary or permanent closure of all or a portion of the SGRI Hotel/Casino Facilities, and

                                        b.          waiver of any and all Defaults, Events of Default and other breaches of the Credit Agreement arising: (i) under Articles IV and V and Section 7.01(o) as a result of the failure by SGRI to maintain a Gaming Permit with respect to the SGRI Hotel/Casino Facilities; and (ii) under Articles IV and V and Section 7.01(p) as a result of the occurrence of any adverse action, dispute or litigation concerning a breach (or an alleged breach) by SGRI of its License Agreement with Ramada Franchise Systems, Inc.

                           14.        Representations of Borrowers.  Borrowers hereby represent to the Banks, which representations shall survive the First Amendment Effective Date and be deemed incorporated into Article IV of the Credit Agreement, that:

                                        a.          the representations and warranties contained in Article IV of the Existing Credit Agreement and contained in each of the other Loan Documents (other than representations and warranties which expressly speak only as of a different date, which shall be true and correct in all material respects as of such date) are true and correct on and as of the First Amendment Effective Date in all material respects as though such representations and warranties had been made on and as of the First Amendment Effective Date, except to the extent that such representations and warranties are not true and correct as a result of a change which is permitted by the SGRI Waivers and Consents, the Credit Agreement or by any other Loan Document or which has been otherwise consented to by Agent Bank or, where applicable, the Requisite Lenders;

                                        b.          since the date of the most recent financial statements referred to in Section 5.08 of the Existing Credit Agreement, no Material Adverse Change has occurred and no event or circumstance which could reasonably be expected to result in a Material Adverse Change has occurred;

                                        c.          after giving effect to the SGRI Waivers and Consents, no event has occurred and is continuing which constitutes a Default or Event of Default under the terms of the Credit Agreement; and

                                        d.          the execution, delivery and performance of this First Amendment, the Revolving Credit Note and each of the related documents has been duly authorized by all necessary action of Borrowers and this First Amendment, the Revolving Credit Note and each of the related documents constitute valid, binding and enforceable obligation of Borrowers.

                           15.        Incorporation by Reference.  This First Amendment shall be and is hereby incorporated in and forms a part of the Existing Credit Agreement.

                           16.        Governing Law.  This First Amendment to Credit Agreement shall be governed by the internal laws of the State of Nevada without reference to conflicts of laws principles.

                           17.        Counterparts.  This First Amendment may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same instrument.  All such counterparts shall together constitute one and the same document.

                           18.        Continuance of Terms and Provisions.  All of the terms and provisions of the Credit Agreement shall remain unchanged except as specifically modified herein.

                           19.        Replacement Schedules and Exhibits Attached.  The following additional and replacement Schedules and Exhibits are attached hereto and incorporated herein and made a part of the Credit Agreement as follows: