SUPPLEMENTAL INDENTURE MTR GAMING GROUP, INC., as Issuer and THE GUARANTORS NAMED HEREIN

Exhibit 4.3

SUPPLEMENTAL INDENTURE

MTR GAMING GROUP, INC.,
as Issuer

and

THE GUARANTORS
NAMED HEREIN

9¾% 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)

XXXXX 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 Xxxxx 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 9¾% 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.

2

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]

3

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\ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: President and CEO

GUARANTORS:
		MOUNTAINEER PARK, INC.
		By:		\s\ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title:    President
		PRESQUE ISLE DOWNS, INC.
		By:		\s\ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title:    President
		SPEAKEASY GAMING OF LAS VEGAS, INC.
		By:		\s\ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title:    President
		SPEAKEASY GAMING OF RENO, INC.
		By:		\s\ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title:    President

4

					MTR – HARNESS, INC.
					By:		\s\ Xxxxx X. Xxxxxxxx
							Name: Xxxxx X. Xxxxxxxx
							Title:    Vice President
					SCIOTO DOWNS, INC.
					By:		\s\ Xxxxx X. Xxxxxxxx
							Name: Xxxxx X. Xxxxxxxx
							Title:    Vice President
					SPEAKEASY GAMING OF FREMONT, INC.
					By:		\s\ Xxxxx X. Xxxxxxxx
							Name: Xxxxx X. Xxxxxxxx
							Title:    President
					XXXXXXX RACING, INC.
					By:		\s\ Xxxxx X. Xxxxxxxx
							Name: Xxxxx X. Xxxxxxxx
							Title:    President
XXXXX FARGO BANK, N.A., as Trustee
By:		\s\ Xxxxxx X. X’Xxxxxxx
		Name: Xxxxxx X. X’Xxxxxxx
		Title: Vice President

5