MTR GAMING GROUP INC
EX-10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>a2049198zex-10_4.txt
<DESCRIPTION>EX-10.4
<TEXT>

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                                                                    Exhibit 10.4

                                                                PNC LEASING, LLC
SCHEDULE OF LEASED EQUIPMENT                                      [PNCBANK LOGO]
(CONDITIONAL SALE)
                                   SCHEDULE NUMBER: 2248-003
                                   MASTER LEASE AGREEMENT NO.:  2248
                                   MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000

LESSEE:   MOUNTAINEER PARK, INC.            SUPPLIERS:  CASINO DATA SYSTEMS
          STATE ROUTE 2                                 3300 BIRTCHER DRIVE
          P.O. BOX 358                                  LAS VEGAS, NV  89118
          CHESTER, WV  26034
                                                        SUNRISE EQUIPMENT CO.
                                                        5075 NAVARRE ROAD, S.W.
                                                        CANTON, OH   44706


1.       SCHEDULE. This Schedule of Leased Equipment ("SCHEDULE") is hereby made
         a part of the Lease referenced above between the undersigned Lessor and
         Lessee, the terms and conditions of which are incorporated herein by
         reference.

2.       EQUIPMENT. The Equipment subject to the Lease is described on the
         Supplement to Schedule of Leased Equipment ("SUPPLEMENT") attached
         hereto and incorporated herein, and includes all additions and
         accessions thereto, substitutions therefor and replacements thereto but
         does not include any earnings, revenues, cash and/or other proceeds
         generated from the Equipment or other such interest derived from or by
         the Equipment.

3.       TITLE OF EQUIPMENT. At Lessee's request, Lessor has purchased the
         Equipment as a buyer in the ordinary course of business for value.
         Title to the Equipment shall remain with Lessor at all times. Lessee
         shall have no right, title or interest in or to the Equipment except as
         expressly set forth in the Lease.

4.       EQUIPMENT LOCATION. The Equipment shall be located at the address
         stated in the Supplement and shall not be removed without Lessor's
         prior written consent.

5.       INTERIM RENTAL TERM. The interim rental term as respects the Equipment
         described herein shall commence on the date of Lessor's first advance
         of funds for the purchase of the Equipment and shall terminate on the
         day before the commencement of the base lease term.

6.       NOTICES. Except as otherwise provided in the Lease, all notices,
         demands, requests, consents, approvals and other communications
         required or permitted hereunder must be in writing and will be
         effective upon receipt. Such notices and other communications may be
         hand-delivered, sent by facsimile transmission with confirmation of
         delivery and a copy sent by first-class mail, or sent by nationally
         recognized overnight courier service, to a party's address set forth in
         the Lease or to such other address as any party may give to the other
         in writing for such purpose with a copy to their respective counsel as
         follows:

         LESSEE'S COUNSEL: Ruben & Aronson, LLP
                           3299 K Street
                           Washington, D.C.  20007
                           ATTENTION:  Robert L. Ruben
                           Facsimile: (202) 965-3700

         LESSOR'S COUNSEL: Tucker Arensberg, P.C.
                           1500 One PPG Place
                           Pittsburgh, PA  15222
                           ATTENTION:  Terry J. Himes
                           Facsimile: (412) 594-5573


7.       LEASE TERM. The base term of the Lease as respects the Equipment is set
         forth in the Supplement. Notwithstanding


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         paragraph 31(f) of the Lease, Lessee shall not have the option to
         terminate the Lease prior to the expiration of the base term except as
         provided in the Lease. Provided that no Event of Default exists under
         the Lease, Lessor may also, but shall not be obligated to, evaluate
         requests for early termination. The granting of such requests shall be
         subject to Lessor's sole discretion.

8.       END OF LEASE PURCHASE. Lessee will purchase all of the Equipment
         described in the Schedule at the price specified on Supplement
         ("PURCHASE PRICE") at the end of the rental term. The purchase of the
         Equipment shall occur AS IS, WHERE IS, WITHOUT ANY REPRESENTATIONS OR
         WARRANTIES WHATSOEVER except that Lessor shall transfer its rights to
         the Items of Equipment free of any lien or encumbrance created due to
         the acts or omissions of the Lessor.

9.       [RESERVED]

10.      TITLE OF EQUIPMENT. Lessee shall be entitled to claim all depreciation,
         cost recovery, and other tax benefits with respect to the Equipment.

11.      RETURN OF EQUIPMENT. Upon the occurrence of an Event of Default, upon
         demand by Lessor and subject to West Virginia law applicable to gaming
         equipment, Lessee shall return the Equipment, freight and insurance
         prepaid, to Lessor (or Lessor's nominee) at a location designated by
         Lessor. The Equipment and all parts thereto shall be free and clear of
         all liens (other than Lessor liens), and shall be free of all residual
         materials, cleaned, painted, complete with no missing components or
         attachments, and fully operational and able to perform its required
         task effectively, without repair or overhaul, within the original
         tolerances and specifications set by the manufacturer. Any and all
         costs of dismantling, packing and removal of the Equipment shall also
         be paid by Lessee. If the Equipment is returned in a condition other
         than that required, Lessee shall promptly pay for all necessary
         repairs.

12.      INSURANCE. In addition to the requirements contained in the Lease, the
         following insurance requirements shall apply:
                  LIABILITY COVERAGE:
                           (a) General liability including/comprehensive form:
                           premises/operations; products/completed operations;
                           contractual liability; independent contractors; broad
                           form property damage; personal injury; and collapse
                           hazard.
                           (b) Bodily Injury and Property Damage Combined Single
                           Limit Per Occurrence: $2,000,000.
                           (c) Fire-legal liability-custody, care or control,
                           each occurrence: $1,000,000.
                           PROPERTY COVERAGE: All risk of physical loss;
                           Equipment must be insured for at least the total
                           original cost.

13.      COVENANTS. By executing and delivering to Lessor, the Lessee Acceptance
         Certificate contained in the Supplement, Lessee warrants, covenants and
         agrees that (a) Lessee has received all of the Equipment described in
         this Schedule at the location described in paragraph 4 hereof; (b)
         Lessee has duly inspected and accepts such Equipment without
         reservation; (c) Lessee is unconditionally bound to pay to Lessor the
         total rent and other payments due under the Lease, whether or not the
         Equipment described herein may now or hereafter become unsatisfactory
         in any respect; (d) notwithstanding anything contained herein, Lessor
         and Lessee shall continue to have all rights which either of them might
         otherwise have with respect to the Equipment described herein against
         any manufacturer or seller of the Equipment or any part thereof; and
         (e) prior to the year 2000, Lessee reviewed the areas within its
         business and operations which could be adversely affected by, and
         developed a program to address on a timely basis, the risk that certain
         computer applications used by Lessee may be unable to recognize and
         properly perform date-sensitive functions involving dates prior to and
         after December 31, 1999 (the "YEAR 2000 PROBLEM"). The Year 2000
         Problem did not result in, and is not reasonably expected to result in,
         any material adverse effect on the business, properties, assets,
         financial condition, results of operations or prospects of Lessee, or
         the ability of Lessee to duly and punctually pay or perform its
         obligations hereunder and under the related documents. The Lessee
         continues to monitor for effects of the Year 2000 Problem pursuant to
         its established program.



WITNESS the due execution hereof with the intent to be legally bound this
_________ day of April, 2001.

LESSOR:  PNC LEASING, LLC              LESSEE: MOUNTAINEER PARK, INC.

BY: ______________________________              BY: ____________________________

TITLE: ___________________________              TITLE: _________________________




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