1
EXHIBIT 10.7
AMENDMENT OF SETTLEMENT AGREEMENT
This Amendment of Settlement Agreement, entered this 1st day of
November, 1996 by and between Xxxxx Xxxx ("Xxxx") and MTR Gaming Group, Inc.
(formerly known as Winners Entertainment, Inc.) (the "Company"), is an
amendment of the Settlement Agreement entered as of June 30, 1995.
In consideration of the payments, mutual promises and covenants set
forth herein, the adequacy of which are hereby acknowledged, the parties wish
to amend the Settlement Agreement as follows:
1. Payment. Upon execution of this Amendment, the Company will pay Hall
the lump sum of $31,000.
2. Acknowledgment of Performance. Hall acknowledges that the Company has
performed all of its obligations under the Settlement Agreement to date.
Specifically, the Company has (i) delivered the promissory note as required by
Paragraph 6 of the Settlement Agreement; (ii) stood ready, willing, and able to
tender the payments called for under the promissory note, but has withheld
those payments as an accommodation to Hall in anticipation of the execution of
this Amendment; and (iii) has included Hall's Make-Up Shares, Expense Shares,
and Option Shares in a registration statement on file with the Securities and
Exchange Commission on Form S-3.
3. Cancellation of Promissory Note. Upon execution and delivery of this
Amendment and the payment referred to in paragraph 1 hereof, Hall will deliver
the original promissory note (in the original principal amount of $235,125) to
the Company marked "CANCELLED" at which time Hall will have no further rights
and the Company will have no further obligations under such promissory note.
4. Termination of Repurchase Right; Removal of Legend. Paragraph 10 of
the Settlement Agreement concerning the Company's right to repurchase Hall's
Make-Up Shares (as that term is defined in the Settlement Agreement) is hereby
deleted and any such right created thereby is extinguished. Upon Hall's
presentation of the certificate representing the Make-Up Shares to the
Company's transfer agent, the Company will direct the transfer agent to remove
the legend concerning the right of repurchase.
5. Issuance of Additional Shares. Paragraph 7 of the Settlement
Agreement concerning issuance of additional shares is hereby deleted and no
party shall have any further rights or obligations thereunder.
6. No Other Changes. No other changes to the terms of the Settlement
Agreement are intended hereby.
WITNESS the hands of Hall and the Company's duly authorized representative
as of the day and year first above written.
MTR GAMING GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Xxxxx X. Xxxxxxxx, President
By: /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx
