Exhibit
4.2


 


SUPPLEMENTAL
INDENTURE


 


THIS SUPPLEMENTAL INDENTURE
(the “Supplemental Indenture”) dated as of July 22
2009, by and among MTR Gaming Group, Inc., a Delaware corporation (the “Issuer”), the guarantors executing the Supplemental
Indenture (the “Guarantors”) and Wilmington Trust
Company, as successor to Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”), under the Indenture dated as of March 25,
2003, and supplemented 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 (the “Indenture”).  Capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to them in the
Indenture.


 


W I T N
E S S E T H:


 


WHEREAS, the Issuer,
the Trustee and the Guarantors have heretofore executed and delivered the
Indenture providing for the issuance by the Issuer of 9.75% Senior Notes due
2010 (the “Notes”);


 


WHEREAS, the Issuer
has solicited consents from the Holders of the Notes to certain proposed
amendments to the Indenture, in accordance with the terms and conditions of an
Offer to Purchase and Consent Solicitation Statement, dated July 15, 2009
(the “Offer to Purchase”);


 


WHEREAS, Section 9.2
of the Indenture provides that, with the consent of the Holders of a majority
in aggregate principal amount of the Notes then outstanding, the Issuer, the
Guarantors and the Trustee may amend or supplement the Indenture and the Notes
in accordance with Section 9.2 of the Indenture;


 


WHEREAS, the Holders
of a majority in aggregate principal amount of the outstanding Notes have duly
consented to the proposed amendments set forth in this Supplemental Indenture
in accordance with Section 9.2 of the Indenture;


 


WHEREAS, the Issuer
has heretofore delivered or is delivering contemporaneously herewith to the
Trustee (i) copies of resolutions of Boards of Directors of the Issuer and
the Guarantors authorizing the execution of this Supplemental Indenture, (ii) evidence
of the written consent of the Holders set forth in the immediately preceding
paragraph, and (iii) the Officer’s Certificate and the Opinion of Counsel
described in Section 11.4 and 11.5 of the Indenture; and


 


WHEREAS, all other
acts and proceedings required by law and the Indenture necessary to authorize
the execution and delivery of this Supplemental Indenture and to make this
Supplemental Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been complied with or have been duly
done or performed.


 


NOW,
THEREFORE, in consideration of the foregoing and
notwithstanding any provision of the Indenture which, absent this Supplemental
Indenture, might operate to limit such action, the parties hereto, intending to
be legally bound hereby, agree as follows:


 

















 


ARTICLE
ONE


 


AMENDMENTS


 


SECTION 1.01.  Deletion of Provisions.


 


(a)           Section 4.3 entitled “Limitation on Restricted
Payments” is hereby deleted in its entirety.


 


(b)           Section 4.6 entitled “Maintenance of Properties and
Insurance” is hereby deleted in its entirety.


 


(c)           Section 4.7 entitled “Compliance Certificate; Notice
of Default” is hereby deleted in its entirety.


 


(d)           Section 4.8 entitled “Reports” is hereby deleted in
its entirety.


 


(e)           Section 4.9 entitled “Limitation on Status as
Investment Company” is hereby deleted in its entirety.


 


(f)            Section 4.10 entitled “Limitation on Transactions
with Affiliates” is hereby deleted in its entirety.


 


(g)           Section 4.11 entitled “Limitation on Incurrence of
Additional Indebtedness” is hereby deleted in its entirety.


 


(h)           Section 4.12 entitled “Limitations on Dividends and
other Payment Restrictions Affecting Subsidiaries” is hereby deleted in its
entirety.


 


(i)            Section 4.13 entitled “Limitation on Sales of Assets
and Subsidiary Stock” is hereby deleted in its entirety.


 


(j)            Section 4.14 entitled “Repurchase of Notes at the
Option of the Holder upon a Change of Control” is hereby deleted in its
entirety.


 


(k)           Section 4.15 entitled “Waiver of Stay, Extension or
Usury Laws” is hereby deleted in its entirety.


 


(l)            Section 4.16 entitled “Limitation on Liens Securing
Indebtedness” is hereby deleted in its entirety.


 


(m)          Section 4.17 entitled “Limitations on Lines of
Business” is hereby deleted in its entirety.


 


(n)           Section 4.18 entitled “Sale-Leaseback Transactions”
is hereby deleted in its entirety.


 


(o)           Subsections (b), (c) and (d) of Section 5.1
entitled “Limitation on Merger, Sale or Consolidation” are hereby deleted.


 


(p)           Subsections (d), (e), (f), (g) and (i) of Section 6.1
entitled “Events of Default” are hereby deleted.


 

















 


ARTICLE
TWO


 


MISCELLANEOUS


 


SECTION 2.01.  Effective Date of this Supplemental
Indenture.  This Supplemental
Indenture shall be executed, delivered and effective as of the date first
written above but shall not become operative until such time as the Consent
Payment (as defined in the Offer to Purchase) has been made by the Issuer
pursuant to the terms of the Offer to Purchase.


 


SECTION 2.02.  Reference to and Effect on the Indenture.  On and after the effective date, each
reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or
“herein” (and all references to the Indenture in any other agreements,
documents or instruments) shall mean and be a reference to the Indenture as
supplemented by this Supplemental Indenture, unless the context otherwise
requires.  The Indenture, as supplemented
by this Supplemental Indenture, shall be read, taken and construed as one and
the same instrument.  Except as
specifically amended above, the Indenture shall remain in full force and effect
and is hereby ratified and confirmed.


 


SECTION 2.03.  Governing Law.  Section 11.8 of the Indenture shall
apply to this Supplemental Indenture.


 


SECTION 2.04.  Trust Indenture Act Controls.  No modification of any provisions of the
Indenture effected by this Supplemental Indenture is intended to eliminate or
limit any provision of the Indenture that is required to be included therein by
the Trust Indenture Act of 1939, as amended, as in force as of the
effectiveness of this Supplemental Indenture.


 


SECTION 2.05.  Trustee Disclaimer; Trust.  The recitals contained in this Supplemental
Indenture shall be taken as the statements of the Issuer and the Guarantors,
and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.  The Trustee accepts the trust created by the
Indenture, as supplemented by this Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as supplemented
hereby.


 


SECTION 2.06.  Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall constitute but one and the same instrument.


 


SECTION 2.07.  Effect of Headings.  The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.


 


[Signature
Pages Follow]


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed all as of the date hereof.


 


	
  ISSUER:

  	
   

  
	
   

  	
  MTR GAMING GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert F. Griffin

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Griffin

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTORS:

  	
   

  
	
   

  	
  MOUNTAINEER PARK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert F. Griffin

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Griffin

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PRESQUE ISLE DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPEAKEASY GAMING OF LAS VEGAS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Asst. Secretary and Chief
  Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPEAKEASY GAMING OF RENO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Asst. Secretary and Chief
  Accounting Officer

  



 

















 


	
   

  	
  MTR-HARNESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SCIOTO DOWNS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JACKSON RACING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Bittner Jr.

  
	
   

  	
   

  	
  Name:

  	
  John W. Bittner Jr.

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Chief Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  WILMINGTON TRUST COMPANY, as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven Cimalore

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Steven Cimalore

  	
   

  
	
   

  	
  Title:

  	
  Vice President