Exhibit 4.2


 


SUPPLEMENTAL
INDENTURE


THIS SUPPLEMENTAL
INDENTURE (the “Supplemental Indenture”) is executed as of May 12, 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, MTR-Harness, Inc. has caused this Supplemental Indenture to be duly
executed all as of the date and year first above written.


	
  

  	
   

  	
   

  	
   

  	
  MTR-HARNESS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  \s\ Edson R. Arneault

  
	
   

  	
   

  	
  Name: 

  	
   

  	
  Edson R. Arneault

  
	
   

  	
   

  	
  Title: 

  	
   

  	
  President, Chief Executive Officer and

  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  \s\ Rose Mary Williams

  
	
   

  	
   

  	
  Name: 

  	
   

  	
  Rose Mary Williams

  
	
   

  	
   

  	
  Title: 

  	
   

  	
  Secretary

  



 


This Supplemental
Indenture is hereby

acknowledged and accepted this 18th day of May,

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.


Jackson Racing, Inc.









 



 


EXHIBIT B


Additional
Guarantor


MTR-Harness, Inc.