Exhibit 4.4


 


SUPPLEMENTAL
INDENTURE


 


THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) is executed
as of April 23, 2004, 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, provided, however, that notwithstanding anything to the
contrary provided herein, all such obligations of the Additional Guarantor
shall be subject to and become effective only upon the issuance of the written
approval by the Nevada Gaming Commission of the Additional Guarantor’s
guarantee hereunder.


 


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, Speakeasy Gaming of Fremont, Inc. has caused this
Supplemental Indenture to be duly executed all as of the date and year first
above written.


 


	
   

  	
   

  	
   

  	
   

  	
  SPEAKEASY GAMING OF

  FREMONT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
     /s/ Edson R. Arneault

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Edson R. Arneault

  
	
   

  	
  Title:

  	
   

  	
   

  	
  President, Chief Executive Officer and

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
     /s/ Roger M. Szepelak

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Roger Szepelak

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Vice President and Chief Operating

  Officer

  
						



 


 


	
  This Supplemental Indenture is hereby

  acknowledged and accepted this 23 day of April,

  2004 by WELLS FARGO BANK, N.A., as

  Trustee

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
    /s/ Joseph P. O’Donnell

  	
   

  
	
   

  	
    Name:

  	
    Joseph P. O’Donnell

  	
   

  
	
   

  	
    Title:

  	
    Assistant 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.


 

















 


EXHIBIT B


 


Additional Guarantor


 


Speakeasy Gaming of Fremont, Inc.