EXHIBIT 10.6
Promissory Note
$42,186.75
Chester, West Virginia
April 14, 2000
On or before the 14th day of April, 2002, the undersigned promises to
pay to the order of MTR Gaming Group, Inc. the sum of $42,186.75 together with
interest at the rate of 9% per annum, the prime rate on this date.
The maker, endorsers, sureties, guarantors and assignors of this note
severally waive demand, presentment of payment, protest and notice of protest,
and nonpayment, and agree and consent that the time for its payment may be
extended, or said note renewed from time to time and for any term or terms by
agreement between the holder and any of them without notice, and that after such
extension or extensions, renewal or renewals, the liabilities of all parties
shall remain as if no extension or renewal has been had. If this note is not
paid when due, and is given to an attorney for collection, or suit filed
thereon, the maker agrees to pay in addition to the unpaid principal and
interest, the costs of collection and reasonable attorney's fees.
/s/ ROBERT L. RUBEN
------------------------------
Robert L. Ruben
23
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement made this 14th day of April, 2000, by and
between MTR Gaming Group, Inc., a Delaware corporation (the "Company"), and
Robert L. Ruben ("Pledgor"), an individual.
W I T N E S S E T H:
WHEREAS, on April 14, 2000, Pledgor exercised options to purchase
75,000 common shares of the Company (the "Shares") for $0.5625 per share, which
options were granted Pledgor on January 23, 1996 subject to the Company's July
29, 1998 Non-Qualified Stock Option Agreement (the "Agreement"); and
WHEREAS, in return for the Shares, Pledgor delivered to the Company the
sum of $0.75 cash and a Promissory Note (the "Note") pursuant to which Pledgor
agreed to pay the Company the original principal amount of $42,186.75 plus
interest, with payment due in full by the close of business on April 14, 2002;
and
WHEREAS, as security for the Note and the extension of the term,
Pledgor has agreed to pledge the Shares pursuant to the terms and conditions set
forth below.
NOW, THEREFORE, the parties agree as follows:
1. The term "Pledged Stock" as used herein shall mean and include all
of the Shares.
2. (a) As collateral security for the due payment of all indebtedness
of the Pledgor to the Company under the Note, the Pledgor hereby pledges,
assigns, hypothecates, delivers, and sets over to the Company all the Pledged
Stock, and hereby grants to the Company a security interest in all the Pledged
Stock and in any and all proceeds thereof and substitutions therefor.
(b) Pledgor shall herewith deliver to the Company any and all
stock certificates with respect to the Pledged Stock.
3. In the event of default by Pledgor under the Note, the Company,
without demand of performance or other demand or notice of any kind to Pledgor,
shall have all rights with respect to the Shares afforded to a secured party
under the Uniform Commercial Code. Pledgor acknowledges that the Note remains a
full recourse obligation of Pledgor.
4. Pledgor warrants and represents to the Company that upon delivery of
the Pledged Stock to the Company, this Stock Pledge Agreement creates and grants
a valid lien on and perfected security interest in the Pledged Stock, subject to
no prior security interest, lien, or encumbrance of any kind.
24
5. The Pledgor shall at any time and from time to time upon the written
request of the Company execute and deliver such further documents and perform
such further acts as the Company may reasonably require to give effect to the
purposes of this Stock Pledge Agreement.
IN WITNESS WHEREOF, the parties have caused these presents to be duly
executed and delivered the day and year first above written.
MTR GAMING GROUP, INC.
/s/ Edson R. Arneault
-----------------------
By: Edson R. Arneault
Its: President
PLEDGOR
/s/ Robert L. Ruben
-----------------------
By: Robert L. Ruben
25