Promissory Note
Exhibit 10.23
Promissory Note
$364,999.50
Chester, West Virginia
September 19, 2001
On or before the 19th day of September, 2004, the undersigned promises to pay to the order of MTR Gaming Group, Inc. the sum of $364,999.50 together with interest at 6.0%, the prime rate in effect on the date hereof.
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 attorneys fees.
| /s/ Robert L. Ruben |
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| Robert L. Ruben |
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement made this 19th of September, 2001 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 September 19, 2001 Pledgor exercised options to purchase 50,000 common shares of the Company (the Shares) for $7.30 per share, which options were granted Pledgor on May 1, 2001 subject to the Companys 2001 Stock Incentive Plan (the Plan); and
WHEREAS, in return for the Shares, Pledgor delivered to the Company the sum of $0.50 cash and a Promissory Note (the "Note") pursuant to which Pledgor agreed to pay the Company the original principal amount of $364,999.50 plus interest, with payment due in full by the close of business on September 19, 2004; and
WHEREAS, as security for the Note, 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.
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. | |||
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| /s/ Edson R. Arneault | |||
| By: | Edson R. Arneault | ||
| Its: | President | ||
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| PLEDGOR | |||
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| /s/ Robert L. Ruben |
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| By: Robert L. Ruben |
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