Exhibit 4.3


SUPPLEMENTAL
INDENTURE


MTR
GAMING GROUP, INC.,

as Issuer


and


THE
GUARANTORS

NAMED HEREIN






93⁄4%
SENIOR NOTES DUE 2010






Supplemental
Indenture

Dated as of May 17, 2006


Supplementing
the Indenture

Dated as of March 25, 2003

(as supplemented by the First Supplemental Indenture, Second

Supplemental Indenture, Third Supplemental Indenture and Fourth Supplemental
Indenture thereto)






WELLS
FARGO BANK, N.A.,

as Trustee













 



 


SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated
as of May 17, 2006 (the “Effective Date”),
among MTR Gaming Group, Inc., a Delaware corporation (the “Issuer”), the guarantors executing this
Supplemental Indenture (the “Guarantors”)
and Wells Fargo Bank, 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 and on May 12,
2006 (as so supplemented, 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, MTR, the
Trustee and the Guarantors have heretofore executed and delivered the Indenture
providing for the issuance by the Issuer of 93⁄4% Senior Notes due 2010 (the “Notes”);


WHEREAS, MTR has
solicited consents from the Holders of the Notes to certain proposed amendments
to the Indenture, in accordance with the terms and conditions of a Consent
Solicitation Statement, dated April 18, 2006 (the “Solicitation Statement”);


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, voting as
a single class, 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 the 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 Officers’ Certificate and the Opinion of
Counsel described in Section 11.4 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. Amendment of Definition of “Permitted Indebtedness.” Paragraphs
(e) and (f) of the definition of “Permitted Indebtedness” contained in Section
1.01 of the Indenture entitled “Definitions” are hereby amended, and paragraph
(g) is hereby added to the definition of “Permitted Indebtedness” contained in
Section 1.01 of the Indenture entitled “Definitions,” to read as follows:


(e)           Interest Swap and Hedging Obligations that are incurred
for the purpose of fixing or hedging interest rate or currency risk with
respect to any fixed or floating rate Indebtedness that is permitted by this
Indenture to be outstanding or any receivable or liability the payment of which
is determined by reference to a foreign currency; provided,
that the notional amount of any such Interest Swap and Hedging Obligation does
not exceed the principal amount of Indebtedness to which such Interest Swap or
Hedging Obligation relates;


(f)            FF&E Financing; provided, that
the aggregate principal amount of such Indebtedness (including any Permitted
Refinancing Indebtedness and any other Indebtedness incurred to repay, redeem,
discharge, retire,















 


 


defease, refund, refinance
or replace any Indebtedness pursuant to this clause (f)) outstanding at any
time (excluding any Gaming FF&E Financing incurred pursuant to this clause
(f)) does not exceed $20,000,000; and


(g)           Up to $125,000,000
aggregate principal amount at maturity of unsecured Subordinated Indebtedness
which shall be contractually subordinated to the Notes.


SECTION 1.02. Amendment of Section 4.11. The third
paragraph of Section 4.11 entitled “Limitation on Incurrence of Additional
Indebtedness” is hereby amended to read in its entirety as follows:


“In addition, the foregoing
limitations of the first paragraph of this Section 4.11 will not prohibit:


(a)           if no Event of Default shall have occurred and be
continuing, the Company’s incurrence or the incurrence by any Guarantor of
Indebtedness in an aggregate amount incurred and outstanding at any time
pursuant to this paragraph (a) (plus any Refinancing Indebtedness incurred to
retire, defease, refinance, replace or refund such Indebtedness) of up to
$10,000,000; and


(b)           the Company’s incurrence or the incurrence by any Guarantor
of Indebtedness pursuant to the Credit Agreement in an aggregate amount
incurred and outstanding at any time pursuant to this paragraph (b) (plus any
Refinancing Indebtedness incurred to retire, defease, replace or refund such
Indebtedness) of up to $85,000,000, minus the amount of any such Indebtedness
(1) retired with the Net Cash Proceeds from any Asset Sale or Event of
Loss applied to permanently reduce the outstanding amounts or the commitments
with respect to such Indebtedness pursuant to Section 4.13 or (2) assumed by a
transferee in an Asset Sale.


ARTICLE
TWO


MISCELLANEOUS


SECTION 2.01. 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 2.02. Governing Law. Section 11.8 of
the Indenture shall apply to this Supplemental Indenture.


SECTION 2.03. 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 2.04. Trustee Disclaimer; Trust. The recitals
contained in this Supplemental Indenture shall be taken as the statements of
MTR, 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 2.05. 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 2.06. Effect of Headings. The Article and
Section headings herein are for convenience only and shall not affect the construction
hereof.



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SECTION 2.07. Severability. In case any provision of
this Supplemental Indenture shall be invalid, illegal or unenforceable,
including any amendment or waiver that, pursuant to Section 9.2 of the
Indenture, requires the consent of each Holder affected, the validity, legality
and enforceability of the remaining provisions shall not in any way be effected
or impaired thereby.


[Signature Pages Follow]



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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\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President and CEO

  



 


	
  GUARANTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  MOUNTAINEER PARK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRESQUE ISLE DOWNS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF LAS VEGAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF RENO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  




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  MTR – HARNESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCIOTO DOWNS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JACKSON RACING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  \s\ Edson R. Arneault

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Edson R. Arneault

  
	
   

  	
   

  	
   

  	
   

  	
  Title:    President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS
  FARGO BANK, N.A., as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  \s\ Joseph P.
  O’Donnell

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
  Joseph P. O’Donnell

  	
   

  	
   

  
	
   

  	
   

  	
  Title:
  Vice President

  	
   

  	
   

  
									



 



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