PNC LEASING, LLC SCHEDULE OF LEASED EQUIPMENT PNC BANK (Conditional Sale) SCHEDULE NUMBER: 02248-007 MASTER LEASE AGREEMENT NO.:02248 MSTER LEASE AGREEMENT DATE: January 31,2000 LESSEE: MOUNTAINEER PARK, INC. SUPPLIER: WMS GAMING, INC. STATE ROUTE 2...MTR Gaming Group Inc • August 16th, 2002 • Services-miscellaneous amusement & recreation
OPTION AGREEMENTOption Agreement • November 14th, 1997 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • West Virginia
ARTICLE IAgreement and Plan of Merger • December 24th, 2002 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Ohio
1 EXHIBIT 10.7 AMENDMENT OF SETTLEMENT AGREEMENT This Amendment of Settlement Agreement, entered this 1st day of November, 1996 by and between Glenn Hall ("Hall") and MTR Gaming Group, Inc. (formerly known as Winners Entertainment, Inc.) (the...Settlement Agreement • November 14th, 1996 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
Exhibit 99.3 Property # 6484 Escrow No.: 98120462-071-SR Date Escrow Opened: ______________________ Escrow Holder: United Title of Nevada AGREEMENT FOR SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS THIS AGREEMENT is made and entered into this 23rd day...MTR Gaming Group Inc • November 13th, 1998 • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 4.5Non-Qualified Stock Option Agreement • January 4th, 2002 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
TBR ACQUISITION GROUP, LLC 1890 Palmer Avenue Suite 303 Larchmont, New York 10531MTR Gaming Group Inc • December 2nd, 2005 • Services-miscellaneous amusement & recreation
TBR Acquisition Group, LLC (the "Acquisition LLC"), a Delaware limited liability company recently formed by Edson R. Arneault, Robert A. Blatt, and Robert L. Ruben (together with the Acquisition LLC, the "Purchasers"), is pleased to submit the following proposal whereby the Acquisition LLC would acquire all of the issued and outstanding shares of common stock of MTR Gaming Group, Inc. (the "Company") not already owned by the Purchasers or their affiliates for a price of Nine Dollars ($9.00) per share in cash. This proposal provides the Company's shareholders with a greater than thirty-three percent (33%) premium over yesterday's closing price of Six Dollars and Seventy Three Cents ($6.73) per share and a greater than twenty-five percent (25%) premium over the average closing price per share for the last thirty (30) trading days.
EMPLOYMENT AGREEMENT AGREEMENT made this 1st day of February, 1999, by and between MTR Gaming Group, Inc., a Delaware corporation having its principal office at State Route 2 South, Chester, West Virginia 26034, together with all of its subsidiaries...Employment Agreement • March 31st, 1999 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
SCHEDULE NUMBER: 2248-004 MASTER LEASE AGREEMENT NO.: 2248 MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000 LESSEE: MOUNTAINEER PARK, INC. SUPPLIER: CASINO DATA SYSTEMS STATE ROUTE 2 3300 BIRTCHER DRIVE P.O. BOX 358 LAS VEGAS, NV 89118 CHESTER, WV 26034Master Lease Agreement • May 15th, 2001 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
EMPLOYMENT AGREEMENT AGREEMENT made this 1st day of February, 1999, by and between MTR Gaming Group, Inc., a Delaware corporation having its principal office at State Route 2 South, Chester, West Virginia 26034, together with all of its subsidiaries...Employment Agreement • March 31st, 1999 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.3 DEFERRED COMPENSATION AGREEMENT This Agreement, made and entered into this 1st day of June, 1999, by and between MTR GAMING GROUP, INC. ("MTR" or the "Company"), a Delaware corporation having its principal office at State Route 2 South,...Deferred Compensation Agreement • August 16th, 1999 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.7 AMENDMENT OF EMPLOYMENT AGREEMENT This AMENDMENT OF EMPLOYMENT AGREEMENT, entered this 26th day of April, 2000. WHEREAS, as of February 1, 1999, MTR Gaming Group, Inc., a Delaware corporation having its principal office at State Route 2...Employment Agreement • May 15th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
RECITALSPurchase Agreement • May 15th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
EXHIBIT 4.21 1998 STOCK INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of ___________ __, ____ by and between MTR Gaming Group, Inc. a Delaware corporation (the "Company"), and...Qualified Stock Option Agreement • August 25th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
RECITALSPurchase Agreement • May 15th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
SCHEDULE NUMBER: 02248-008 MASTER LEASE AGREEMENT NO.: 02248 MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000 LESSEE: MOUNTAINEER PARK, INC. SUPPLIER: INTERNATIONAL GAME TECHNOLOGY STATE ROUTE 2 9295 PROTOTYPE DRIVE P.O. BOX 358 RENO NV 89511 CHESTER, WV...MTR Gaming Group Inc • August 16th, 2002 • Services-miscellaneous amusement & recreation
EXHIBIT 4.1Non-Qualified Stock Option Contract • January 4th, 2002 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 4.15 AMENDED 1996 EMPLOYEE STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of ________ ______, 199__ by and between MTR Gaming Group, Inc. a Delaware corporation (the...Qualified Stock Option Agreement • August 25th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
November 30, 1995 The Board of Directors Winners Entertainment, Inc. 30448 Rancho Viejo Road, Suite 110 San Juan Capistrano, California 92675 Gentlemen: We have represented Winners Entertainment, Inc. (the "Company") in connection with that certain...Winners Entertainment Inc • December 4th, 1995 • Services-miscellaneous amusement & recreation
EXHIBIT 10.8 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") is made and entered into as of the 1st day of June, 2000, by and among MTR GAMING GROUP, INC., a Delaware corporation ("MTRI"), MOUNTAINEER...Credit Agreement • August 14th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 4.6Non-Qualified Stock Option Agreement • January 4th, 2002 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EMPLOYMENT AGREEMENT AGREEMENT made as of this 1st day of October, 1994, by and between Mountaineer Park, Inc. (the "Company"), Winners Entertainment, Inc., and Paul Anthony (the "Employee").Employment Agreement Agreement • August 25th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • West Virginia
EXHIBIT 4.4 1992 EMPLOYEE STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT is entered into as of ________ ______, 199__ by and between MTR Gaming Group, Inc. a Delaware corporation (the...Qualified Stock Option Agreement • August 25th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.9 INTER-CREDITOR AGREEMENTInter-Creditor Agreement • November 13th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
EXHIBIT 4.10Non-Qualified Stock Option Agreement • December 14th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
Exhibit 99.4 GRANT, BARGAIN AND SALE DEED FOR ONE DOLLAR ($1.00) AND OTHER CONSIDERATION NOT SET FORTH HEREIN, receipt of which is hereby acknowledge, UNION OIL COMPANY OF CALIFORNIA, a California corporation, dba UNOCAL, ("Grantor"), does hereby...MTR Gaming Group Inc • November 13th, 1998 • Services-miscellaneous amusement & recreation
FOR ONE DOLLAR ($1.00) AND OTHER CONSIDERATION NOT SET FORTH HEREIN, receipt of which is hereby acknowledge, UNION OIL COMPANY OF CALIFORNIA, a California corporation, dba UNOCAL, ("Grantor"), does hereby grant bargain sell and convey to SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation, ("Grantee"), the following described real property (the "Property") in the City of Las Vegas, County of Clark, State of Nevada:
EXHIBIT NO. 10.1 ASSUMPTION AND CONSENT AGREEMENT THIS ASSUMPTION AND CONSENT AGREEMENT ("Assumption Agreement") is made as of the 1st day of April, 2002, by and among BRANCH BANKING AND TRUST COMPANY (herein referred to as the "Assuming Lender"), MTR...Assumption and Consent Agreement • August 16th, 2002 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Nevada
TERM LOAN AGREEMENTTerm Loan Agreement • November 13th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Texas
EXHIBIT 4.5 AGREEMENT5 Agreement • August 25th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • West Virginia
PURCHASE AGREEMENTPurchase Agreement • May 15th, 1998 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 4.9Non-Qualified Stock Option Agreement • December 14th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.6 SETTLEMENT AGREEMENT AMENDMENT This Settlement Agreement Amendment ("Amendment") is made this 4th day of October, 1996, by and between Winners Entertainment, Inc., and its subsidiaries, Mountaineer Park, Inc., Mountaineer Magic, Inc.,...Settlement Agreement • November 14th, 1996 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation
EXHIBIT 4.3Non-Qualified Stock Option Agreement • December 14th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 4.16Non-Qualified Stock Option Agreement • December 14th, 2000 • MTR Gaming Group Inc • Services-miscellaneous amusement & recreation • Delaware
SECTION 1 GRANT OF SECURITY INTERESTSMTR Gaming Group Inc • May 15th, 1998 • Services-miscellaneous amusement & recreation • Nevada
