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  Exhibit 4.4    
    


        INSTRUMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of June 26, 2008 (this "Instrument"), among MTR Gaming
Group, Inc., a corporation duly organized and existing under the laws of Delaware, having its principal office at State Route 2, South, P.O. Box 358, Chester, West Virginia 26034
(the "Company"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States,
having a corporate trust office at 213 Court Street, Suite 703, Middletown, Connecticut 06457, solely in its capacity as resigning Trustee (the "Resigning
Trustee"), and WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of Delaware, having its corporate trust office at 1100
North Market Street, Wilmington, DE 19890, solely in its capacity as successor Trustee (the "Successor Trustee"). 


RECITALS


        WHEREAS,
there are currently outstanding under the Indenture dated as of March 25, 2003 as supplemented by the supplemental indentures dated as of July 31, 2003,
April 23, 2004, January 11, 2006, May 12, 2006, May 17, 2006, June 1, 2007, June 15, 2007, and March 7, 2008 among the Company, the Guarantors as
defined therein and the Resigning Trustee (as supplemented, the "2003 Indenture") $130,000,000 in aggregate principal amount of the Company's
93/4% Senior Notes due 2010 (the "93/4% Notes due 2010") issued pursuant to the 2003 Indenture. 



        WHEREAS,
there are currently outstanding under the Indenture dated as of May 25, 2006 as supplemented by the supplemental indentures dated as of June 1, 2007,
June 15, 2007, and March 7, 2008 among the Company, the Guarantors as defined therein and the Resigning Trustee (as supplemented, the "2006
Indenture" and together with the 2003 Indenture, the "Indentures") $125,000,000 in aggregate principal amount of the Company's
9% Senior Subordinated Notes due June 1, 2012 (the "9% Notes
Due 2012" and together with the 93/4% Notes due 2010, the
"Notes") issued pursuant to the 2006 Indenture. 


        WHEREAS,
the Resigning Trustee wishes to resign as Trustee, the office or agency where the Notes may be presented for registration of transfer or exchange (the
"Registrar"), and the office or agency where the Notes may be presented for payment (the "Paying
Agent"). The Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar and Paying Agent under each of the Indentures. The Successor
Trustee wishes to accept appointment as Trustee, Registrar and Paying Agent under each of the Indentures. 


        NOW,
THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged, the Company, the Resigning Trustee and the
Successor Trustee agree as follows: 


ARTICLE
ONE

THE RESIGNING TRUSTEE 


         
Section 101.    Pursuant to Section 7.8 of each of the Indentures, the Resigning Trustee hereby notifies the Company that it is hereby resigning as
Trustee, Registrar and Paying Agent effective immediately upon full execution of this Instrument by all the parties hereto, subject to Section 402. 


         
Section 102.    The Resigning Trustee hereby represents and warrants to the Successor Trustee that: 



        (a)   No
covenant or condition contained in any of the Indentures has been waived by the Resigning Trustee. 


        (b)   There
is no action, suit or proceeding pending or, to the best of the knowledge of the responsible officers of the Resigning Trustee, threatened against the Resigning
Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee, Registrar, or Paying Agent under any of the Indentures. 









        (c)   This
Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee. 


        (d)   $130,000,000
aggregate principal amount of the 93/4% Notes due 2010 is outstanding. 


        (e)   $125,000,000
aggregate principal amount of the 9% Notes Due 2012 is outstanding. 


        (f)    Interest
on the 93/4% Notes due 2010 has been paid to, but not including April 1, 2008. 


        (g)   Interest
on the 9% Notes Due 2012 has been paid to, but not including June 1, 2008. 




        Section 103.    The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and
interest of
the Resigning Trustee in and to the Trusts under the Indentures, all the rights, powers, trusts and duties of the Resigning Trustee under each of the Indentures and all property and money, if any,
held by such Resigning Trustee under the Indentures, with like effect as if the Successor Trustee was originally named as Trustee under the Indentures. The Resigning Trustee shall execute and deliver
such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights,
powers, trusts and duties hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 


         
Section 104    As of or promptly after the effective date hereof, the Resigning Trustee shall deliver to the Successor Trustee, to the attention of Adam
Berman, Vice President, Wilmington Trust FSB, 591 Broadway, Suite 2-A, New York, NY, 10012, the items listed on  Exhibit A annexed hereto, to the extent these items are in the possession,
custody or control of the Resigning Trustee, to the extent these items
are in the possession, custody or control of the Resigning Trustee. 



        
Section 105.    The Resigning Trustee agrees to pay or indemnify the Successor Trustee and save the Successor Trustee harmless from and against any and all
costs, claims, liabilities, losses or damages whatsoever (including the reasonable fees, expenses and disbursements of the Successor Trustee's counsel and other advisors), that the Successor Trustee
suffers or incurs without negligence or willful misconduct on its part arising out of actions or omissions of the Resigning Trustee. The Successor Trustee will furnish to the Resigning Trustee,
promptly after receipt, all papers with respect to any action the outcome of which would make operative the indemnity provided for in this Section. The Successor Trustee shall notify the Resigning
Trustee promptly in writing (and, in any event, within no later than 10 business days) of any claim for which it may seek indemnity. The Resigning Trustee shall have the option to defend the claim and
the Successor Trustee shall cooperate fully in the defense. If the Resigning Trustee shall assume the defense, then the Resigning Trustee shall not pay for separate counsel of the Successor Trustee.
The Resigning Trustee shall not be obligated to pay for any settlement made without its consent. 


ARTICLE
TWO

THE COMPANY 


         
Section 201.    The Company hereby certifies that the Company is, and the officer of the Company who has executed this Instrument is, duly authorized to:
(a) accept the Resigning Trustee's resignation as Trustee, Registrar and Paying Agent under each of the Indentures as provided in Section 101 above; (b) appoint the Successor
Trustee as Trustee, Registrar and Paying Agent under each of the Indentures; and (c) execute and deliver such agreements and other instruments reasonably acceptable to the Company as may be
necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar and Paying Agent under each of the Indentures. 


         
Section 202.    Pursuant to Section 7.8 of each of the Indentures, the Company hereby appoints the Successor Trustee as Trustee, Registrar and Paying
Agent under the Indentures and confirms to the Successor Trustee all the rights, powers, trusts and duties of the Trustee, Registrar and Paying Agent under the Indentures and with respect to all
property and money held or to be held under the Indentures, with like effect as if the Successor Trustee was originally named as Trustee, Registrar and Paying Agent under the Indentures. The Company
shall execute and deliver such further instruments 










reasonably
acceptable to the Company and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the
rights, powers, trusts and duties hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 


        
Section 203.    The Company hereby represents and warrants to the Successor Trustee and the Resigning Trustee that: 



        (a)   No
Event of Default and no other event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under any of the
Indentures. 



        (b)   No
covenant or condition contained in any of the Indentures has been waived by the Company or by the holders of the percentage in aggregate principal amount of the Notes
required by the Indentures to effect any such waiver. 


        (c)   Other
than the supplemental indentures referenced in the Recitals section of this Agreement, the Indentures have not been amended. 


        (d)   The
Indentures are in full force and effect. 


        (e)   The
Notes are validly issued securities of the Company. 


        (f)    The
Company is a corporation duly organized and existing under the laws of Delaware. 


        (g)   There
is no action, suit or proceeding pending or, to the best of the Company's knowledge, threatened against the Company before any court or any governmental authority
arising out of any action or omission by the Company under any of the Indentures. 


        (h)   This
Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation. 



        (i)    As
set forth in Section 7.8 of each of the Indentures, all conditions precedent applicable to the Company relating to the appointment of the Successor Trustee as
Trustee, Registrar and Paying Agent under each of the Indentures have been complied with by the Company. 



ARTICLE
THREE

THE SUCCESSOR TRUSTEE 


         
Section 301.    The Successor Trustee hereby represents and warrants to the Resigning Trustee and the Company that: 



        (a)   The
Successor Trustee is qualified and eligible under the provisions of Section 7.10 of each of the Indentures to act as Trustee under the Indentures. 


        (b)   This
Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee. 




         Section 302.    Pursuant to Section 7.8 of each of the Indentures, the Successor Trustee hereby accepts its appointment as
Trustee,
Registrar and Paying Agent under the Indentures and shall hereby be vested with all the rights, powers, trusts and duties of the Trustee, Registrar and Paying Agent under the Indentures and with
respect to all property and money held or to be held under the Indentures, with like effect as if the Successor Trustee was originally named as Trustee, Registrar and Paying Agent under the
Indentures. 


         
Section 303.    Promptly after the execution and delivery of this Instrument, the Successor Trustee, on behalf of the Company, shall cause a notice,
substantially in the form of the notices annexed hereto marked Exhibit B, to be sent to the Holders of the Notes under each of the Indentures. 







ARTICLE
FOUR

MISCELLANEOUS 


         
Section 401.    Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein that are defined in the
Indentures shall have the meanings assigned to them in the Indentures. 


         
Section 402.    This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date
first above written, upon the execution and delivery hereof by each of the parties hereto; provided,  however, that the resignation of the Resigning Trustee
and the appointment of the Successor Trustee as Registrar and Paying Agent under the Indentures
shall be effective upon the latest of: (a) 10 business days after the date first above written; (b) receipt by The Depository Trust Company ("DTC") of both the Resigning Trustee's
transfer agency change notice and the Successor Trustee's transfer agency change notice and (c) the second business day following receipt by the Successor Trustee of the Certified Holders List. 



        
Section 403.    Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 7.7 of the
Indentures to compensate, reimburse and indemnify the Resigning Trustee in connection with its prior Trusteeship under the Indentures. Pursuant to Section 7.7 of each of the Indentures, the
Company also acknowledges and reaffirms its obligations to the Successor Trustee set forth in Section 7.7 of each of the Indentures, which obligations shall survive the execution hereof. 



        
Section 404.    This Instrument shall be governed by and construed in accordance with the laws of the jurisdiction that govern the Indentures and their
construction. 


         
Section 405.    This Instrument may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument. 



        
Section 406.    All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions: 



TO
THE RESIGNING TRUSTEE: 



Wells
Fargo Bank, National Association

Corporate Trust Services

213 Court Street, Suite 703

Middleton, CT 06547

Attention: Joseph P. O'Donnell

Tel: (860) 704-6217

Fax: (860) 704-6219

email: joe.odonnell@wellsfargo.com




TO
THE SUCCESSOR TRUSTEE: 



Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attn: Corporate Trust Administration



with
a copy to: 


Wilmington
Trust FSB

591 Broadway

Suite 2-A

New York, New York 10012-3249

Attn: Adam Berman

Tel: (212) 941-4415

Fax: (212) 343-1079

email: aberman@WilmingtonTrust.com












and
with a copy to: 


Arent
Fox LLP

1675 Broadway

New York, New York 10019

Attn: Andrew I. Silfen, Esq.

Tel: (212) 484-3903

Fax: (212) 484-3990

email: silfen.andrew@arentfox.com




TO
THE COMPANY: 



MTR
Gaming Group, Inc.

State Route 2, South

P.O. Box 358

Chester, West Virginia 26034

Facsimile No.: (304) 387-2167

Attention: Chief Financial Officer 


with
a copy to: 


Ruben &
Aronson, LLP

4800 Montgomery Lane, Suite 150

Bethesda, Maryland 20814

Facsimile No.: (301) 951-9636

Attention: Robert L. Ruben, Esq. 





        IN
WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written. 



					
	 	 	MTR Gaming Group, Inc
	

 	
 	

By	
 	

/s/ Edson R. Arneault





Name: Edson R. Arneault

Title: President and CEO for MTR






 





					
	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, solely as Resigning Trustee
	

 	
 	

By	
 	

/s/ Joseph P. O'Donnell





Name: Joseph P. O'Donnell

Title: Vice President






 





					
	 	 	WILMINGTON TRUST COMPANY, solely as

Successor Trustee
	

 	
 	

By	
 	

/s/ James J. McGinley





Name: James J. McGinley

Title: Authorized Signer
















































 EXHIBIT A


        Documents
to be delivered to the Successor Trustee: 


	1.
	Executed
copy of the Indentures.



	2.
	Representative
copies of all Securities in each series of Notes issued pursuant to the Indentures.



	3.
	File
of closing documents.



	4.
	Copies
of the most recent of each of the SEC reports, if any, delivered by the Company pursuant to the Indentures.



	5.
	A
copy of the most recent Compliance Certificate, if any, delivered pursuant to the Indentures.



	6.
	Certified
List of Holders of the Securities as of the effective date of this Instrument, certificate detail and all "stop transfers" and the reason for such
"stop transfers" (or, alternatively, if there are a substantial number of registered Holders, the computer tape reflecting the identity, address, tax identification number and detailed holdings of
each such Holder).



	7.
	Copies
of any official notices sent by the Trustee to all Holders pursuant to the terms of the Indentures during the past twelve months.



	8.
	Notes
debt service records.



	9.
	Trust
account statements for a one-year period preceding the date of this Instrument.



	10.
	All
unissued Notes inventory or DTC FAST held global certificates.



	11.
	Such
other documents as the Successor Trustee may reasonably require in order to transfer the appointment to it.



	12.
	The
DTC Fast Global Certificates for the Notes.



	13.
	Executed
copies of all the Supplemental Indentures listed in paragraphs one and two of the Recitals. 







EXHIBIT B


Notice
to Holders of MTR Gaming Group, Inc.

93/4% Senior Notes due 2010 (the "Notes"), Cusip No.                  *



        We
hereby notify you of the resignation of Wells Fargo Bank, National Association, as Trustee, Registrar and Paying Agent under the Indenture, dated as of March 25, 2003 as
supplemented by the supplemental indentures dated as of July 31, 2003, April 23, 2004, January 11, 2006, May 12, 2006, May 17, 2006, June 1, 2007,
June 15, 2007, and March 7, 2008 (as supplemented, the "2003 Indenture") pursuant to which your Notes were issued and are outstanding. 



        The
Company has appointed Wilmington Trust Company, whose corporate trust office is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
as successor Trustee, Registrar and Paying Agent under the Indenture, which appointment has been accepted and has become effective. 



					
	 	 	WILMINGTON TRUST COMPANY,

solely as successor Trustee
	

 	
 	

 	
 	

 






Date:                                    ,
2008 


 








 

	*
	No
representation is made as to the correctness of the cusip number either as provided on the notes or as contained herein. 








Notice
to Holders of MTR Gaming Group, Inc.

9% Senior Subordinated Notes due 2012 (the "Notes"), Cusip No.                  * 


        We
hereby notify you of the resignation of Wells Fargo Bank, National Association, as Trustee, Registrar and Paying Agent under the Indenture, dated as of May 25, 2006 as
supplemented by the supplemental indentures dated as of June 1, 2007, June 15, 2007, and March 7, 2008 (as supplemented, the "2006
Indenture") pursuant to which your Notes were issued and are outstanding. 



        The
Company has appointed Wilmington Trust Company, whose corporate trust office is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
as successor Trustee, Registrar and Paying Agent under the Indenture, which appointment has been accepted and has become effective. 



					
	 	 	WILMINGTON TRUST COMPANY,

solely as successor Trustee
	

 	
 	

 	
 	

 






Date:                                    ,
2008 


 








 

	*
	No
representation is made as to the correctness of the cusip number either as provided on the notes or as contained herein. 











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Exhibit 4.4