Exhibit 4.5


 


SUPPLEMENTAL
INDENTURE


 


THIS SUPPLEMENTAL INDENTURE (the “Supplemental
Indenture”) is executed as of January 11, 2006, by the Additional
Guarantor (as hereinafter defined) and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).


 


WHEREAS, MTR GAMING GROUP, INC., a
Delaware corporation, as issuer (the “Issuer”) and certain of its wholly-owned
subsidiaries listed on Exhibit A attached hereto (the “Existing Guarantors”)
have heretofore entered into an Indenture, dated as of March 25, 2003 (the
“Original Indenture”), with the Trustee pursuant to which the Trustee acts as
trustee for the Holders of the Issuer’s 9.75% Senior Notes due 2010;


 


WHEREAS, pursuant to the terms of Article Ten
of the Indenture, each Guarantor, by executing the Indenture, jointly and
severally, unconditionally guarantees the Issuer’s payment and performance
obligations under the Indenture;


 


WHEREAS, in accordance with Article Ten of
the Original Indenture, the Subsidiary listed on Exhibit B attached hereto
(the “Additional Guarantor”) must execute supplements to the Original Indenture
for the purpose of joining the Existing Guarantors as a Guarantor;


 


WHEREAS, the Original Indenture permits the
Additional Guarantor to execute supplements to the Original Indenture for the
purpose of adding Guarantors; and


 


NOW THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:


 


Section 1.                                            Definitions.
All capitalized terms used in this Supplemental Indenture not defined herein
shall have the meanings ascribed to them in the Original Indenture.


 


Section 2.                                            Additional
Guarantor. The Additional Guarantor is hereby added as a Guarantor with all
of the obligations of a Guarantor as set forth in the Original Indenture, as
amended and supplemented by this Supplemental Indenture.


 


Section 3.                                            Counterparts.
This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.


 

















 


Section 4.                                            Governing
Law. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflicts of laws.


 


IN WITNESS WHEREOF, Jackson Racing, Inc.
has caused this Supplemental Indenture to be duly executed all as of the date
and year first above written.


 


	
   

  	
   

  	
   

  	
  JACKSON RACING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
    /s/ Edson R. Arneault

  	
   

  
	
   

  	
  Name:

  	
   

  	
    Edson R. Arneault

  
	
   

  	
  Title:

  	
   

  	
    President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
    /s/ Rose Mary Williams

  	
   

  
	
   

  	
  Name:

  	
   

  	
    Rose Mary Williams

  
	
   

  	
  Title:

  	
   

  	
    Treasurer and Secretary

  



 


	
  This Supplemental Indenture is hereby 

  acknowledged and accepted this 13th day of 

  January, 2006 by WELLS FARGO BANK, 

  N.A., as Trustee

  	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/ Joseph P. O’Donnell

  	
   

  
	
   

  	
  Name:

  	
    Joseph P. O’Donnell

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  	
   

  
								



 

















 


EXHIBIT A


 


Existing
Guarantors


 


Mountaineer Park, Inc.


 


Presque Isle Downs, Inc.


 


Speakeasy Gaming of Las Vegas, Inc.


 


Speakeasy Gaming of Reno, Inc.


 


Scioto Downs, Inc.


 


Speakeasy Gaming of Fremont, Inc.


 

















 


EXHIBIT B


 


Additional
Guarantor


 


Jackson Racing, Inc. (a Michigan corporation)