Exhibit 10.1


SECOND AMENDED AND RESTATED LOAN AGREEMENT


Dated as of April 30, 2007


between


WHEELING ISLAND GAMING, INC.


as Borrower,


The Lenders referred to herein


and


BANK OF AMERICA, N.A.,


as Administrative Agent and sole initial Lender


BANC OF AMERICA SECURITIES LLC


Lead Arranger and Sole
Book Manager.


















TABLE OF CONTENTS


	
  

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS

  	
  1

  
	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
  1

  
	
   

  	
  1.2

  	
  Use of Defined Terms

  	
  20

  
	
   

  	
  1.3

  	
  Accounting Terms

  	
  20

  
	
   

  	
  1.4

  	
  Rounding

  	
  21

  
	
   

  	
  1.5

  	
  Exhibits and Schedules

  	
  21

  
	
   

  	
  1.6

  	
  References to “and its Subsidiaries”

  	
  21

  
	
   

  	
  1.7

  	
  References to Times

  	
  21

  
	
   

  	
  1.8

  	
  Miscellaneous Terms

  	
  21

  
	
   

  	
   

  
	
  ARTICLE 2 LOANS AND LETTERS OF CREDIT

  	
  22

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  Loans General

  	
  22

  
	
   

  	
  2.2

  	
  Base Rate Loans

  	
  23

  
	
   

  	
  2.3

  	
  LIBOR Loans

  	
  23

  
	
   

  	
  2.4

  	
  Letters of Credit

  	
  23

  
	
   

  	
  2.5

  	
  Voluntary Reduction of Commitment

  	
  26

  
	
   

  	
  2.6

  	
  Intentionally omitted

  	
  27

  
	
   

  	
  2.7

  	
  Mandatory Reductions of Commitment

  	
  27

  
	
   

  	
  2.8

  	
  Optional Increases to the Commitment

  	
  27

  
	
   

  	
  2.9

  	
  Optional Extension of the Maturity Date

  	
  27

  
	
   

  	
  2.10

  	
  Administrative Agent’s Right to Assume Funds
  Available for Advances

  	
  27

  
	
   

  	
   

  
	
  ARTICLE 3 PAYMENTS AND FEES

  	
   

  	
   

  	
  29

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Principal and Interest

  	
  29

  
	
   

  	
  3.2

  	
  Prepayment

  	
  29

  
	
   

  	
  3.3

  	
  Intentionally omitted

  	
  30

  
	
   

  	
  3.4

  	
  Commitment Fees

  	
  30

  
	
   

  	
  3.5

  	
  Letter of Credit Fees

  	
  31

  
	
   

  	
  3.6

  	
  Increased Commitment Costs

  	
  31

  
	
   

  	
  3.7

  	
  LIBOR Costs and Related Matters

  	
  31

  
	
   

  	
  3.8

  	
  Late Payments

  	
  34

  
	
   

  	
  3.9

  	
  Computation of Interest and Fees

  	
  34

  
	
   

  	
  3.10

  	
  Non Business Days

  	
  34

  
	
   

  	
  3.11

  	
  Manner and Treatment of Payments

  	
  35

  
	
   

  	
  3.12

  	
  Funding Sources

  	
  36

  
	
   

  	
  3.13

  	
  Failure to Charge Not Subsequent Waiver

  	
  36

  
	
   

  	
  3.14

  	
  Administrative Agent’s Right to Assume Payments Will
  be Made by Borrower

  	
  36

  
	
   

  	
  3.15

  	
  Fee Determination Detail

  	
  36

  
	
   

  	
  3.16

  	
  Survival

  	
  36

  
						




 i
 









 


	
  ARTICLE 4 REPRESENTATIONS
  AND WARRANTIES

  	
  37

  
	
   

  	
   

  
	
   

  	
  4.1

  	
  Existence and Qualification; Power; Compliance With
  Laws

  	
  37

  
	
   

  	
  4.2

  	
  Authority; Compliance With Other Agreements and
  Instruments and Government Regulations

  	
  37

  
	
   

  	
  4.3

  	
  No Governmental Approvals Required

  	
  38

  
	
   

  	
  4.4

  	
  Subsidiaries

  	
  38

  
	
   

  	
  4.5

  	
  Financial Statements

  	
  38

  
	
   

  	
  4.6

  	
  No Material Adverse Effects

  	
  38

  
	
   

  	
  4.7

  	
  Title to Property

  	
  38

  
	
   

  	
  4.8

  	
  Intangible Assets

  	
  39

  
	
   

  	
  4.9

  	
  Intentionally Omitted

  	
  39

  
	
   

  	
  4.10

  	
  Litigation

  	
  39

  
	
   

  	
  4.11

  	
  Binding Obligations

  	
  39

  
	
   

  	
  4.12

  	
  No Default

  	
  39

  
	
   

  	
  4.13

  	
  ERISA

  	
  39

  
	
   

  	
  4.14

  	
  Regulations T, U and X; Investment Company Act

  	
  40

  
	
   

  	
  4.15

  	
  Disclosure

  	
  40

  
	
   

  	
  4.16

  	
  Tax Liability

  	
  40

  
	
   

  	
  4.17

  	
  Projections

  	
  40

  
	
   

  	
  4.18

  	
  Hazardous Materials

  	
  40

  
	
   

  	
  4.19

  	
  Applicable Regulations

  	
  41

  
	
   

  	
  4.20

  	
  Security Interests

  	
  41

  
	
   

  	
  4.21

  	
  Solvency

  	
  41

  
	
   

  	
  4.22

  	
  Collateral and Guarantees

  	
  41

  
	
   

  	
  4.23

  	
  Senior Indebtedness

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 AFFIRMATIVE COVENANTS

  	
  42

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Payment of Taxes and Other Potential Liens

  	
  42

  
	
   

  	
  5.2

  	
  Preservation of Existence

  	
  42

  
	
   

  	
  5.3

  	
  Maintenance of Properties

  	
  42

  
	
   

  	
  5.4

  	
  Maintenance of Insurance

  	
  42

  
	
   

  	
  5.5

  	
  Compliance With Laws

  	
  43

  
	
   

  	
  5.6

  	
  Inspection Rights

  	
  43

  
	
   

  	
  5.7

  	
  Keeping of Records and Books of Account

  	
  43

  
	
   

  	
  5.8

  	
  Compliance With Agreements

  	
  43

  
	
   

  	
  5.9

  	
  Use of Proceeds

  	
  43

  
	
   

  	
  5.10

  	
  Hazardous Materials Laws

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 NEGATIVE COVENANTS

  	
  45

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Prepayment of Indebtedness

  	
  45

  
	
   

  	
  6.2

  	
  Prepayment of Certain Obligations

  	
  45

  
	
   

  	
  6.3

  	
  Hostile Tender Offers

  	
  45

  
	
   

  	
  6.4

  	
  Mergers, Acquisitions, Sales of Assets, Etc.

  	
  45

  
	
   

  	
  6.5

  	
  Distributions and Management Fees

  	
  45

  




 ii
 









 


	
   

  	
  6.6

  	
  ERISA

  	
  46

  
	
   

  	
  6.7

  	
  Change in Nature of Business

  	
  46

  
	
   

  	
  6.8

  	
  Liens and Negative Pledges

  	
  46

  
	
   

  	
  6.9

  	
  Indebtedness

  	
  47

  
	
   

  	
  6.10

  	
  Contingent Obligations

  	
  47

  
	
   

  	
  6.11

  	
  New Subsidiaries

  	
  47

  
	
   

  	
  6.12

  	
  Transactions with Affiliates

  	
  47

  
	
   

  	
  6.13

  	
  Leverage Ratio

  	
  48

  
	
   

  	
  6.14

  	
  Fixed Charge Coverage Ratio

  	
  48

  
	
   

  	
  6.15

  	
  Capital Expenditures

  	
  48

  
	
   

  	
  6.16

  	
  Acquisitions and Investments

  	
  48

  
	
   

  	
  6.17

  	
  New Subsidiaries

  	
  48

  
	
   

  	
  6.18

  	
  Senior Unsecured Notes

  	
  48

  
	
   

  	
   

  
	
  ARTICLE 7 INFORMATION AND REPORTING REQUIREMENTS

  	
   

  	
  50

  
	
   

  	
   

  
	
   

  	
  7.1

  	
  Financial and Business Information

  	
  50

  
	
   

  	
  7.2

  	
  Compliance Certificates

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 CONDITIONS

  	
  53

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  The Effective Date

  	
  53

  
	
   

  	
  8.2

  	
  Any Advance

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT
  OF DEFAULT

  	
  57

  
	
   

  	
   

  
	
   

  	
  9.1

  	
  Events of Default

  	
  57

  
	
   

  	
  9.2

  	
  Remedies Upon Event of Default

  	
  59

  
	
   

  	
   

  
	
  ARTICLE 10 THE ADMINISTRATIVE AGENT

  	
   

  	
  62

  
	
   

  	
   

  
	
   

  	
  10.1

  	
  Appointment and Authorization

  	
  62

  
	
   

  	
  10.2

  	
  Administrative Agent and Affiliates

  	
  62

  
	
   

  	
  10.3

  	
  Proportionate Interest in any Collateral

  	
  62

  
	
   

  	
  10.4

  	
  Lenders’ Credit Decisions

  	
  62

  
	
   

  	
  10.5

  	
  Action by Administrative Agent

  	
  63

  
	
   

  	
  10.6

  	
  Liability of Administrative Agent

  	
  63

  
	
   

  	
  10.7

  	
  Indemnification

  	
  64

  
	
   

  	
  10.8

  	
  Successor Administrative Agent

  	
  65

  
	
   

  	
  10.9

  	
  Foreclosure on Collateral

  	
  65

  
	
   

  	
  10.10

  	
  No Obligations of Borrower

  	
  65

  
	
   

  	
  10.11

  	
  Permitted Release of Collateral

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 MISCELLANEOUS

  	
  67

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Cumulative Remedies; No Waiver

  	
  67

  
	
   

  	
  11.2

  	
  Amendments; Consents

  	
  67

  
	
   

  	
  11.3

  	
  Costs, Expenses and Taxes

  	
  68

  
						




 iii
 









 


	
  

  	
  11.4

  	
  Nature of Lenders’ Obligations

  	
  68

  
	
   

  	
  11.5

  	
  Survival of Representations and Warranties

  	
  68

  
	
   

  	
  11.6

  	
  Notices

  	
  69

  
	
   

  	
  11.7

  	
  Execution of Loan Documents

  	
  69

  
	
   

  	
  11.8

  	
  Binding Effect; Assignment

  	
  69

  
	
   

  	
  11.9

  	
  Right of Setoff

  	
  71

  
	
   

  	
  11.10

  	
  Sharing of Setoffs

  	
  71

  
	
   

  	
  11.11

  	
  Indemnity by Borrower

  	
  72

  
	
   

  	
  11.12

  	
  Nonliability of the Lenders

  	
  73

  
	
   

  	
  11.13

  	
  No Third Parties Benefitted

  	
  74

  
	
   

  	
  11.14

  	
  Confidentiality

  	
  74

  
	
   

  	
  11.15

  	
  Further Assurances

  	
  74

  
	
   

  	
  11.16

  	
  Principles of Restatement

  	
  74

  
	
   

  	
  11.17

  	
  Governing Law

  	
  75

  
	
   

  	
  11.18

  	
  Severability of Provisions

  	
  75

  
	
   

  	
  11.19

  	
  Headings

  	
  75

  
	
   

  	
  11.20

  	
  Time of the Essence

  	
  75

  
	
   

  	
  11.21

  	
  Foreign Lenders and Participants

  	
  75

  
	
   

  	
  11.22

  	
  Waiver of Right to Trial by Jury

  	
  75

  
	
   

  	
  11.23

  	
  Purported Oral Amendments

  	
  76

  



 



 iv
 









 


	
  Schedules and
  Exhibits

  	
   

  
	
  Schedule 4.1

  	
  Ownership of Borrower

  	
   

  
	
  Schedule 4.3

  	
  Governmental Approvals

  	
   

  
	
  Schedule 4.4

  	
  Subsidiaries

  	
   

  
	
  Schedule 4.8

  	
  Intangible Assets

  	
   

  
	
  Schedule 4.10

  	
  Litigation

  	
   

  
	
  Schedule 4.17

  	
  Projections

  	
   

  
	
  Schedule 4.18

  	
  Hazardous Materials

  	
   

  
	
  Schedule 6.8

  	
  Existing Liens and
  Rights of Others

  	
   

  
	
  Schedule 6.9

  	
  Existing Indebtedness

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Exhibit A

  	
  -

  	
  Assignment Agreement

  
	
  Exhibit B

  	
  -

  	
  Compliance Certificate

  
	
  Exhibit C

  	
  -

  	
  Note

  
	
  Exhibit D

  	
  -

  	
  Request for Letter of
  Credit

  
	
  Exhibit E

  	
  -

  	
  Request for Loan

  



 



 v















SECOND AMENDED AND RESTATED LOAN AGREEMENT


Dated as of April 30, 2007


This
Second Amended and Restated Loan Agreement is entered into by and among
Wheeling Island Gaming, Inc., a Delaware corporation, Bank of America, N.A., as
sole initial lender, and each lender which may hereafter become a party to this
Agreement pursuant to Section 11.8 (collectively, the “Lenders” and
individually, a “Lender”) and Bank of America, N.A. as Administrative Agent for
itself and for the other Lenders, with reference to the following facts:


A.            Borrower heretofore entered into an
Amended and Restated Loan Agreement dated as of December 14, 2001 among the
Borrower, the lenders described therein, and Bank of America, N.A., as
Administrative Agent (the “Existing Loan Agreement”).


B.            Pursuant to an Amendment No. 3 to
Amended and Restated Loan Agreement dated as of January 19, 2007, Bank of
America, N.A., became the sole Lender under the Existing Loan Agreement and the
amount of the Commitment was reduced from $40,000,000 to $25,000,000.


C.            By this Agreement, Borrower and
Lender agree to reduce the Commitment from $25,000,000 to $15,000,000 and to
amend and restate the Existing Loan Agreement in its entirety as set forth
herein.


NOW, THEREFORE, in consideration of the
mutual covenants and agreements herein contained, the parties hereto covenant
and agree as follows:


ARTICLE 1


DEFINITIONS AND
ACCOUNTING TERMS


1.1           Defined
Terms.  As used in this Agreement, the following
terms shall have the meanings set forth below:


“Acquisition” means any transaction, or any
series of related transactions, by which Borrower directly or indirectly
(i) acquires any going business or all or substantially all of the assets
of any firm, partnership, joint venture, limited liability company, corporation
or division thereof, whether through purchase of assets, merger or otherwise,
or (ii) acquires (in one transaction or as the most recent transaction in
a series of transactions) control of at least a majority in ordinary voting
power of the securities of a corporation which have ordinary voting power for
the election of directors, or (iii) acquires control of a 50% or more
ownership interest in any partnership, limited liability company or joint
venture.


“Administrative Agent” means Bank of America,
when acting in its capacity as the Administrative Agent under any of the Loan
Documents, or any successor Administrative Agent.



 1
 









“Administrative Agent’s Office” means the
Administrative Agent’s address as set forth on the signature pages of this
Agreement, or such other address as the Administrative Agent hereafter may
designate by written notice to Borrower and the Lenders.


“Administrative Services Agreement” means the
Administrative Services Agreement dated as of December 14, 2001 by and between
Borrower, Gaming & Entertainment and Delaware North, as amended from time
to time.


“Advance” means any advance made or to be made
by any Lender to Borrower as provided in Article 2, and includes each Base
Rate Advance, each LIBOR Advance and any Advances under the Existing Loan
Agreement outstanding on the Effective Date.


“Affiliate” means, as to any Person, any other
Person which directly or indirectly controls, or is under common control with,
or is controlled by, such Person.  As
used in this definition, “control” (and the correlative terms, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise); provided that, in any event, any Person that
owns, directly or indirectly, 20% or more of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation that has more than 100 record holders of such securities, or 20% or
more of the partnership or other ownership interests of any other Person that
has more than 100 record holders of such interests, will be deemed to control
such corporation, partnership or other Person.


“Aggregate Effective Amount” means, as of any
date of determination and with respect to all Letters of Credit then
outstanding, the sum of (a) the aggregate effective face amounts of
all such Letters of Credit not then paid by the Issuing Lender plus (b) the
aggregate amounts paid by the Issuing Lender under such Letters of Credit not
then reimbursed to the Issuing Lender by Borrower pursuant to
Section 2.4(d) and not the subject of Advances made pursuant to
Section 2.4(e).


“Agreement” means this Loan Agreement, either
as originally executed or as it may from time to time be supplemented,
modified, amended, restated or extended.


“Applicable Regulations” means all Laws
pursuant to which any Regulatory Board possesses regulatory, licensing or
permit authority over gambling, gaming, casino, wagering, parimutuel and other
similar activities conducted by Borrower or any of its Subsidiaries within its
jurisdiction.


“Assignment Agreement” means an Assignment
Agreement substantially in the form of Exhibit A.


“Average Total Debt” means, as of the last day
of any Fiscal Quarter, the arithmetic average of the Total Debt as of that date
and as of the last day of each of the two previous constituent fiscal months in
that Fiscal Quarter.



 2
 









“Bank of America” means Bank of America, N.A.,
its successors and assigns.


“Base Rate” means, as of any date of
determination, the rate per annum (rounded upwards, if necessary, to the next
1/100 of 1%) equal to the higher of (a) the Prime Rate in effect on
such date and (b) the Federal Funds Rate in effect on such date plus 1⁄2 of
1%.  Interest shall accrue on an
actual/365-366-day basis and shall be payable monthly in arrears.


“Base Rate Advance” means an Advance made
hereunder and specified to be a Base Rate Advance in accordance with Article 2
and includes all Advances outstanding on the Effective Date.


“Base Rate Loan” means a Loan made hereunder
and specified to be a Base Rate Loan in accordance with Article 2.


“Base Rate Margin” means 0.25% per annum.


“Borrower” means Wheeling Island Gaming, Inc.,
a Delaware corporation, its successors and permitted assigns.  It is acknowledged that, pursuant to Section
11.8(a), Borrower may assign the Commitment to a limited liability company to
be formed.


“Borrower Security Agreement” means the Amended
and Restated Borrower Security Agreement dated as of December 14, 2001,
executed and delivered by Borrower in favor of the Administrative Agent for the
benefit of the Creditors, as the same shall be reaffirmed pursuant to Section
8.02 hereunder prior to the making of any Advance hereunder, either as
originally executed or as it may from time to time be supplemented, modified,
amended, extended or supplanted.


“Business Day” means any Monday, Tuesday,
Wednesday, Thursday or Friday, other than a day on which banks are
authorized or required to be closed in California and West Virginia.


“Capital Expenditure” means any expenditure
that is considered a capital expenditure under Generally Accepted Accounting
Principles, including any amount which is required to be treated as an
asset subject to a Capital Lease Obligation.


“Capital Lease Obligations” means all monetary
obligations of a Person under any leasing or similar arrangement which, in
accordance with Generally Accepted Accounting Principles, is classified as a
capital lease.


“Cash” means, when used in connection with any
Person, all monetary and non-monetary items owned by that Person that are
treated as cash in accordance with Generally Accepted Accounting Principles,
consistently applied.


“Cash Equivalents” means, when used in
connection with any Person, that Person’s Investments in:



 3
 









(a)           Government Securities due within one
year after the date of the making of the Investment;


(b)           readily marketable direct obligations
of any State of the United States of America or any political subdivision of
any such State or any public agency or instrumentality thereof given on the
date of such Investment a credit rating of at least Aa by Moody’s Investors
Service, Inc. or AA by Standard & Poor’s Ratings Group, in each case
due within one year from the making of the Investment;


(c)           certificates of deposit issued by,
bank deposits in, eurodollar deposits through, bankers’ acceptances of, and
repurchase agreements covering Government Securities executed by, any Lender or
any bank incorporated under the Laws of the United States of America, any State
thereof or the District of Columbia and having on the date of such Investment
combined capital, surplus and undivided profits of at least $250,000,000, in
each case due within one year after the date of the making of the Investment;


(d)           certificates of deposit issued by,
bank deposits in, eurodollar deposits through, bankers’ acceptances of, and
repurchase agreements covering Government Securities executed by, any branch or
office located in the United States of America of a bank incorporated under the
Laws of any jurisdiction outside the United States of America having on the
date of such Investment combined capital, surplus and undivided profits of at
least $500,000,000, in each case due within one year after the date of the
making of the Investment; and


(e)           readily marketable commercial paper
or master notes of corporations doing business in and incorporated under the
Laws of the United States of America or any State thereof or of any corporation
that is the holding company for a bank described in clause (c) or (d)
above given on the date of such Investment a credit rating of at least P-2
by Moody’s Investors Service, Inc. or A-2 by Standard & Poor’s
Ratings Group, in each case due within 90 days after the date of the
making of the Investment.


“Certificate of a Responsible Official” means a
certificate signed by a Responsible Official of the Person providing the
certificate.


“Change of Control” means the occurrence of any
of the following:


(a)           Delaware North fails to own (directly
or indirectly), beneficially and of record, and control the power to vote at
least a majority of the issued and outstanding capital stock of Borrower; or


(b)           Delaware North fails to control
(directly or indirectly) the management of the affairs of the Borrower
(including without limitation, any failure of Delaware North or its
wholly-owned Subsidiaries to be the managing member of any limited liability
company which assumes the Obligations pursuant to Section 11.8(a); or


(c)           any event which constitutes a “Change
of Control” or “Change in Control” or similar event with respect to
Indebtedness of Borrower or any of its Subsidiaries in a principal amount which
is in excess of $1,000,000, in the aggregate which permits the holders thereof
to



 4
 









accelerate the maturity of such Indebtedness or
require the prepayment thereof prior to the stated or final maturity thereof.


“Closing Date” means April 30, 2007.


“Code” means the Internal Revenue Code of 1986,
as amended or replaced and as in effect from time to time.


“Collateral” means all of the collateral
covered by the Collateral Documents, including without limitation the personal
property, improvements, fixtures and real property constituting Wheeling Downs.


“Collateral Documents” means, collectively, the
Deeds of Trust, the Borrower Security Agreement, the Subsidiary Security
Agreement, and each other security agreement, pledge agreement, deed of trust,
mortgage or other collateral security agreement hereafter executed and
delivered by Borrower or any other Obligor to secure the Obligations.


“Commitment” means, subject to any increase or
decrease in the amount thereof pursuant to Sections 2.5, 2.7 or 2.8,
$15,000,000.


“Compliance Certificate” means a certificate in
the form of Exhibit B, properly completed and signed by a Senior Officer
of Borrower.


“Contingent Obligation” means, as to any
Person, any (a) guarantee by that Person of Indebtedness of, or other
obligation performable by, any other Person or (b) assurance given by that
Person to an obligee of any other Person with respect to the performance of an
obligation by, or the condition or maintenance of the financial condition of,
such other Person, whether direct, indirect or contingent, including any
purchase or repurchase agreement covering such obligation, any interest rate
swap agreement, forward contract or other arrangement of such Person, or any
collateral security therefor, any agreement to provide funds (by means of
loans, capital contributions or otherwise) to such other Person, any agreement
to support the solvency or level of any balance sheet item of such other Person
or any “keep-well” or other arrangement of whatever nature given for the
purpose of assuring or holding harmless such obligee against loss with respect
to any obligation of such other Person; provided, however, that
the term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation shall
be deemed to be an amount equal to the stated or determinable amount of the
related primary obligation (unless the Contingent Obligation is limited by its
terms to a lesser amount, in which case to the extent of such amount) or, if
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the Person in good faith.


“Contractual Obligation” means, as to any
Person, any provision of any outstanding security issued by that Person or of
any material agreement, instrument or undertaking to which that Person is a
party or by which it or any of its Property is bound.



 5
 









“Creditors” means, collectively, the
Administrative Agent, the Issuing Lender and the Lenders.


“Debtor Relief Laws” means the Bankruptcy Code
of the United States of America, as amended from time to time, and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws from
time to time in effect affecting the rights of creditors generally.


“Deeds of Trust” means (i) the Second
Amended and Restated Deed of Trust, Assignment of Rents and Fixture Filing
executed and delivered by Borrower pursuant to Section 8.02 with respect to
Wheeling Downs, (ii) the Amended and Restated Credit Line Deed of Trust,
Assignment of Rents and Fixture Filing executed and delivered by Wheeling Land
Development Corporation pursuant to Section 8.02 with respect to the location
of Borrower’s kennels for Wheeling Downs in Brooke County, West Virginia to
secure its guaranty of the Obligations, (iii) the Amended and Restated Credit
Line Deed of Trust, Assignment of Rents and Fixture Filing executed and
delivered by Wheeling Land Development Corporation pursuant to Section 8.02 with
respect to certain other land in Ohio County, West Virginia to secure its
guaranty of the Obligations, and (iv) each other mortgage or deed of trust
hereafter delivered pursuant to this Agreement, in each case either as
originally executed or as it may from time to time be supplemented, modified,
amended, restated or extended.


“Default” means any event that, with the giving
of any applicable notice or passage of time specified in Section 9.1, or
both, would be an Event of Default.


“Default Rate” means the interest rate
prescribed in Section 3.8.


“Delaware North” means Delaware North
Companies, Incorporated, a Delaware corporation, and its successors.


“Designated Eurodollar Market” means, with
respect to any LIBOR Loan, (a) the London Eurodollar Market, (b) if
prime banks in the London Eurodollar Market are at the relevant time not
accepting deposits of Dollars or if the Administrative Agent determines in good
faith that the London Eurodollar Market does not represent at the relevant time
the effective pricing to the Lenders for deposits of Dollars in the London
Eurodollar Market, the Cayman Islands Eurodollar Market or (c) if prime
banks in the Cayman Islands Eurodollar Market are at the relevant time not
accepting deposits of Dollars or if the Administrative Agent determines in good
faith that the Cayman Islands Eurodollar Market does not represent at the
relevant time the effective pricing to the Lenders for deposits of Dollars in
the Cayman Islands Eurodollar Market, such other Eurodollar Market as may
from time to time be selected by the Administrative Agent with the approval of
Borrower and the Requisite Lenders.


“Disbursement Account” means a deposit account
designated by Borrower by written notification to the Administrative Agent.



 6
 









“Disposition” or “Dispose” means the
voluntary sale, transfer or other disposition of any asset of Borrower or any
of its Subsidiaries other  than (a) Cash, Cash Equivalents,
inventory or other assets sold, leased or otherwise disposed of in the ordinary
course of business of Borrower or its Subsidiaries, (b) equipment
(including any aircraft) sold or otherwise disposed of where substantially
similar equipment in replacement thereof has theretofore been acquired, or
thereafter within 90 days is acquired, by Borrower or its Subsidiaries,
(c) leases of retail space by Borrower, as lessor, in the ordinary course
of the business of Borrower and in a manner consistent with other similarly
situated businesses, (d) a disposition to Borrower or any of its
Subsidiaries, (e) Distributions permitted by Section 6.5, and
(f) other transactions involving the sale, transfer or other disposition,
in one transaction or a series of related transactions, of Property having a
value of not more than $500,000 in any such transaction or series of related
transactions (and in any event having a value of not more than $5,000,000
during the term of this Agreement).


“Distribution” means, with respect to shares of
capital stock or any warrant or option to purchase an equity security or other
equity security issued by a Person, (i) the retirement, redemption,
purchase, or other acquisition for Cash or for Property by such Person of any
such security, (ii) the declaration or (without duplication) payment by
such Person of any dividend in Cash or in Property on or with respect to any
such security, (iii) any Investment by such Person in the holder of 5% or
more of any such security if a purpose of such Investment is to avoid
characterization of the transaction as a Distribution, and (iv) any other
payment in Cash or Property by such Person constituting a distribution under
applicable Laws with respect to such security. 
It is understood that payments under the Administrative Services
Agreement shall not be considered to be Distributions.


“Dollars” or “$” means United States
dollars.


“EBITDA” for any period means Borrower’s
consolidated (a) net income, plus, to the extent deducted in
arriving at net income, (b) Interest Expense, plus (c) the aggregate
amount of federal, state and local taxes on or measured by income (whether or
not payable during that period), plus (d) depreciation and
amortization expenses, plus (e) non-cash non-recurring expenses, in
each case as determined in accordance with Generally Accepted Accounting
Principles.


“Effective Date” means April 30, 2007.


“Eligible Assignee” means, (a) another
Lender, (b) with respect to any Lender, any Affiliate of that Lender,
(c) any commercial bank having a combined capital and surplus of
$100,000,000 or more, (d) any (i) savings bank, savings and loan
association or similar financial institution or (ii) insurance company
engaged in the business of writing insurance which, in either case (A) has
a net worth of $200,000,000 or more, (B) is engaged in the business of
lending money and extending credit under credit facilities similar to those
extended under this Agreement and (C) is operationally and procedurally
able to meet the obligations of a Lender hereunder to the same degree as a
commercial bank and (e) any other financial institution (including
a mutual fund or other



 7
 









fund) having total assets
of $250,000,000 or more which meets the requirements set forth in
subclauses (B) and (C) of clause (d) above; provided that
(I) each Eligible Assignee must either (a) be organized under the
Laws of the United States of America, any State thereof or the District of
Columbia or (b) be organized under the Laws of the Cayman Islands or any
country which is a member of the Organization for Economic Cooperation and
Development, or a political subdivision of such a country, and (i) act
hereunder through a branch, agency or funding office located in the United
States of America and (ii) be exempt from withholding of tax on interest
and deliver the documents related thereto pursuant to Section 11.21.


“Equity Interests” means, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) such Person or warrants, rights or options
for the purchase or acquisition from such Person of such shares (or such other
interests), and all of the other ownership or profit interests in such Person
(including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.


“ERISA” means the Employee Retirement Income
Security Act of 1974, and any regulations issued pursuant thereto, as amended
or replaced and as in effect from time to time.


“Eurodollar Base Rate” means, with respect to
any LIBOR Loan, the average per annum interest rate at which deposits in
Dollars would be offered for the applicable Interest Period by major banks in
the Designated Eurodollar Market, as shown on the Telerate Page 3750 (or such
other page as may replace it) at approximately 11:00 a.m. London time two
Eurodollar Market Days before the commencement of the Interest Period.  If such rate does not appear on the Telerate
Page 3750 (or such other page that may replace it), the rate for that interest
period will be determined by such alternate method as reasonably selected by
the Administrative Agent.  The
Administrative Agent’s determination of the Eurodollar Base Rate shall be
conclusive in the absence of manifest error.


“Eurodollar Market” means a regular established
market located outside the United States of America by and among banks for the
solicitation, offer and acceptance of Dollar deposits in such banks.


“Eurodollar Market Day” means any Business Day
on which dealings in Dollar deposits are conducted by and among banks in the
Designated Eurodollar Market.


“Event of Default” shall have the meaning
provided in Section 9.1.


“Existing Loan Agreement” shall have the
meaning provided in the recitals hereto.



 8
 









“Federal Funds Rate” means, as of any date of
determination, the rate set forth in the weekly statistical release designated
as H.15(519), or any successor publication, published by the Federal Reserve
Board (including any such successor, “H.15(519)”) for such date opposite the
caption “Federal Funds (Effective)”.  If
for any relevant date such rate is not yet published in H.15(519), the rate for
such date will be the rate set forth in the daily statistical release
designated as the Composite 3:30 p.m. Quotations for U.S. Government
Securities, or any successor publication, published by the Federal Reserve Bank
of New York (including any such successor, the “Composite 3:30 p.m.
Quotations”) for such date under the caption “Federal Funds Effective Rate”.  If on any relevant date the appropriate rate
for such date is not yet published in either H.15(519) or the Composite
3:30 p.m. Quotations, the rate for such date will be the arithmetic mean
of the rates for the last transaction in overnight Federal funds arranged prior
to 9:00 a.m. (New York City time) on that date by each of three
leading brokers of Federal funds transactions in New York City
selected by the Administrative Agent. 
For purposes of this Agreement, any change in the Base Rate due to a
change in the Federal Funds Rate shall be effective as of the opening of
business on the effective date of such change.


“Fiscal Quarter” means the fiscal quarter of
Borrower consisting approximately of a three-month fiscal period ending
on or about each March 31, June 30, September 30 and December 31.


“Fiscal Year” means the fiscal year of Borrower
consisting of a twelve-month period ending on or about each December 31.


“Fixed Charge Coverage Ratio” means, as of each
date of determination, the ratio of (a) EBITDA for the four Fiscal Quarter
period ending on that date less the amount of any Maintenance Capital
Expenditures less the amount of any Distributions (other than Permitted
Tax Distributions), to (b) the sum of (i) Interest Expense and
(ii) Required Debt Reductions, in each case for the four Fiscal Quarter
period ending on that date.


“Gaming & Entertainment” means Delaware
North Companies Gaming & Entertainment, Inc., a Delaware corporation, f/k/a
Sportsystems Corporation.


“Generally Accepted Accounting Principles”
means accounting principles, as in effect on and after the Effective Date, as
(a) set forth as generally accepted in the currently effective Opinions of
the Accounting Principles Board of the American Institute of Certified Public
Accountants, (b) set forth as generally accepted in the currently
effective Statements of the Financial Accounting Standards Board or
(c) that are approved by such other entity as may be approved by a
significant segment of the accounting profession in the United States of
America.  The term “consistently
applied,” as used in connection therewith, means that the accounting
principles applied are consistent in all material respects with those applied
at prior dates or for prior periods.


“Government Securities” means readily
marketable (a) direct full faith and credit obligations of the
United States of America or obligations guaranteed by the full faith and
credit of the United States of America, or (b) obligations of an
agency or instrumentality of, or corporation owned, controlled or sponsored by,
the United States of America that



 9
 









are generally considered
in the securities industry to be implicit obligations of the United States of
America.


“Governmental Agency” means (a) any
international, foreign, federal, state, county or municipal government, or
political subdivision thereof, (b) any governmental or quasi-governmental
agency, authority, board, bureau, commission, department, instrumentality or
public body, or (c) any court or administrative tribunal of competent
jurisdiction.


“Hazardous Materials” means substances
regulated as hazardous substances pursuant to (a) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
§ 9601 et seq., or as hazardous or toxic wastes or pollutants
pursuant to the Hazardous Materials Transportation Act, 49 U.S.C.
§ 1801, et seq., the Resource Conservation and Recovery Act,
42 U.S.C. § 6901, et seq., or (b) any other Law regulating
hazardous substances or hazardous or toxic wastes or pollutants or regulating
the generation, use, storage, treatment, handling or transportation of any such
substances, in each case as such Laws are amended from time to time.


“Hazardous Materials Laws” means all federal,
state or local laws, ordinances, rules or regulations governing the disposal,
transfer, generation, storage or treatment of Hazardous Materials applicable to
any of the Real Property.


“Indebtedness” means, as to any Person (without
duplication), (a) indebtedness of such Person for borrowed money or for
the deferred purchase price of Property (excluding trade and other accounts
payable in the ordinary course of business in accordance with customary trade
terms), including any Contingent Obligation with respect to any such
indebtedness, (b) indebtedness of such Person of the nature described in
clause (a) that is non-recourse to the credit of such Person but is
secured by assets of such Person, to the extent of the value of such assets,
(c) Capital Lease Obligations of such Person, (d) indebtedness of
such Person arising under bankers’ acceptance facilities or under facilities
for the discount of accounts receivable of such Person, (e) any direct or
contingent obligations of such Person under letters of credit issued for the
account of such Person , and the aggregate amount drawn under letters of credit
or other similar instruments and not reimbursed, and (f) any net
obligations of such Person under a Swap Agreement.


“Indenture” means the Indenture dated December
19, 2001 between Borrower and U.S. Bank, N.A., as Trustee, governing the Senior
Unsecured Notes, as at any time amended.


“Intangible Assets” means assets that are
considered intangible assets under Generally Accepted Accounting Principles, including
customer lists, goodwill, copyrights, trade names, trademarks and patents.


“Interest Differential” means, with
respect to any prepayment of a LIBOR Loan on a day other than the last day of
the applicable Interest Period and with respect to any failure to borrow a
LIBOR Loan on the date or in the amount specified in any Request for



 10
 









Loan, (a) the per
annum interest rate payable (or, with respect to a failure to borrow, the
interest rate which would have been payable) pursuant to Section 3.1(c)
with respect to the LIBOR Loan minus (b) the LIBOR on, or as near
as practicable to, the date of the prepayment or failure to borrow for a LIBOR
Loan with an Interest Period commencing on such date and ending on the last day
of the Interest Period of the LIBOR Loan so prepaid or which would have been
borrowed on such date.


“Interest Expense” means, for any Person, for
any fiscal period, the sum of (a) all interest, fees, charges and
related expenses paid or payable (without duplication) for that fiscal period
by that Person to a lender in connection with borrowed money or the deferred
purchase price of assets that are considered “interest expense” under Generally
Accepted Accounting Principles, plus (b) the portion of rent paid
or payable (without duplication) for that fiscal period by that Person under
Capital Lease Obligations that should be treated as interest in accordance with
Financial Accounting Standards Board Statement No. 13.


“Interest Period” means, as to each LIBOR Loan,
the period commencing on the date specified by Borrower pursuant to
Section 2.1(b) and ending 1, 2, 3 or 6 months thereafter, as specified
by Borrower in the applicable Request for Loan; provided that:


(a)           The first day of any Interest Period
shall be a Eurodollar Market Day;


(b)           Any Interest Period that would
otherwise end on a day that is not a Eurodollar Market Day shall be extended to
the next succeeding Eurodollar Market Day unless such Eurodollar Market Day
falls in another calendar month, in which case such Interest Period shall end
on the next preceding Eurodollar Market Day; and


(c)           No Interest Period shall extend
beyond the Maturity Date.


“Investment” means, when used in connection
with any Person, any investment by or of that Person, whether by means of
purchase or other acquisition of stock or other securities of any other Person
or by means of a loan, advance creating a debt, capital contribution, guaranty
or other debt or equity participation or interest in any other Person, including
any partnership and joint venture interests of such Person.  The amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.


“Issuing Lender” means Bank of America, N.A.


“Laws” means, collectively, all federal, state
and local statutes, rules, regulations, ordinances, codes and administrative or
judicial precedents, or other matters having the force of law and binding upon
the parties hereto.


“Lenders” has the meaning set forth in the
preamble hereto.


“Letter of Credit Fee Rate” means 1.40% per
annum.



 11















“Letters of Credit” means any of the letters of
credit issued by the Issuing Lender under the Commitment pursuant to
Section 2.4, either as originally issued or as the same may be
supplemented, modified, amended, renewed, extended or supplanted and includes
all Letters of Credit outstanding on the Effective Date.


“Leverage Ratio” means, as of the last day of
each Fiscal Quarter, the ratio of (a) Average Total Debt to
(b) EBITDA for the four Fiscal Quarter period then ended.


“LIBOR” means, with respect to any LIBOR Loan,
an interest rate per annum (rounded upward, if necessary, to the nearest 1/100
of one percent) determined pursuant to the following formula:




	
  LIBOR

  	
  =

  	
   

  	
  Eurodollar Base
  Rate

  
	
   

  	
   

  	
   

  	
  1.00 - Reserve Percentage

  






 


“LIBOR Advance” means an Advance made hereunder
and specified to be a LIBOR Advance in accordance with Article 2 and
includes all LIBOR Advances outstanding on the Effective Date.


“LIBOR Loan” means a Loan made hereunder and
specified to be a LIBOR Loan in accordance with Article 2 and includes all
LIBOR Loans outstanding on the Effective Date.


“LIBOR Margin” means 1.40% per annum.


“LIBOR Office” means, as to each Lender, its
office or branch so designated by written notice to the Administrative Agent as
its LIBOR Office.  If no LIBOR Office is
designated by a Lender, its LIBOR Office shall be its office at its address for
purposes of notices hereunder.


“License Revocation” means the revocation,
failure to renew or suspension of, or the appointment of a receiver, supervisor
or similar official with respect to, any racetrack, casino, gambling or gaming
license issued by any Regulatory Board covering Wheeling Downs or any other
racetrack, casino, gambling or other gaming facility owned or operated by
Borrower or its Subsidiaries.


“Lien” means any mortgage, deed of trust,
pledge, hypothecation, assignment for security, security interest, encumbrance,
lien or charge of any kind, whether voluntarily incurred or arising by
operation of Law or otherwise, affecting any Property, including any
agreement to grant any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature of a security interest, and/or the
filing of or agreement to give any financing statement (other  than
a precautionary financing statement with respect to a lease that is not in the
nature of a security interest or customary pre-filings of financing statements
in connection with any refinancing) under the Uniform Commercial Code or
comparable Law of any jurisdiction with respect to any Property.


“Loan” means the aggregate of the Advances made
at any one time by the Lenders pursuant to Article 2 and includes all
Loans outstanding on the Effective Date.



 12
 









“Loan Documents” means, collectively, this
Agreement, the Notes, each Letter of Credit, the Subsidiary Guaranty, the
Collateral Documents, each Request for Loan, each Request for Letter of Credit,
each Compliance Certificate and any other agreements of any type or nature
hereafter executed and delivered by Borrower or any of its Subsidiaries or
Affiliates to the Administrative Agent or to any Lender in any way relating to
or in furtherance of this Agreement, in each case either as originally executed
or as the same may from time to time be supplemented, modified, amended,
restated, extended or supplanted.


“Maintenance Capital Expenditures” means
Capital Expenditures for the maintenance, repair, restoration or refurbishment
of Wheeling Downs, but excluding any Capital Expenditure which adds to or
further improves Wheeling Downs.


“Margin Stock” means “margin stock” as such
term is defined in Regulation T, U or X.


“Material Adverse Effect” means any set of
circumstances or events which (a) has or may reasonably be expected to
have any material adverse effect whatsoever upon the validity or enforceability
of any Loan Document, (b) is or may reasonably be expected to be material
and adverse to the financial condition or business operations of Borrower and
its Subsidiaries, taken as a whole, or (c) materially impairs or may
reasonably be expected to materially impair the ability of Borrower and its
Subsidiaries, taken as a whole, to perform the Obligations.


“Maturity Date” means the first anniversary of
the Effective Date, which may be extended for one year pursuant to
Section 2.9 of this Agreement.


“Monthly Payment Date” means the last day of
each calendar month to occur following the date of this Agreement.


“Multiemployer Plan” means any employee benefit
plan of the type described in Section 4001(a)(3) of ERISA.


“Negative Pledge” means a Contractual
Obligation that contains a covenant binding on Borrower or any of its
Subsidiaries that prohibits Liens on any of its or their Property, other
than (a) any such covenant contained in a Contractual Obligation
granting a Lien permitted under Section 6.8 which affects only the
Property that is the subject of such permitted Lien and (b) any such
covenant that does not apply to Liens securing the Obligations.


“Net Cash Proceeds”
means:


(a)           with respect to any Disposition, the gross
sales proceeds received by Borrower and its Subsidiaries from such Disposition net
of brokerage commissions, legal expenses and other transactional costs
payable by Borrower and its Subsidiaries with respect to such Disposition and net
of an amount determined in good faith by Borrower to be the estimated
amount of income, transfer, or value added taxes payable by Borrower
attributable to such Disposition and any reserves required to be established in
accordance



 13
 









with Generally Accepted Accounting Principles by
Borrower or its Subsidiaries as a reserve against any liabilities associated
with such Disposition, including without limitation pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under indemnification obligations associated with such
Disposition; and


(b)           with respect to the sale or issuance
of any Equity Interest by Borrower or any of its Subsidiaries, or the
incurrence or issuance of any Indebtedness by Borrower or any of its Subsidiaries,
the excess of (i) the sum of the Cash and Cash Equivalents received in
connection with such transaction over (ii) the underwriting discounts and
commissions, and other reasonable and customary out-of-pocket expenses,
incurred by Borrower or such Subsidiary in connection therewith.


“Net Insurance Proceeds or Condemnation Awards”
means the gross amount of any insurance proceeds or awards of damages or other
compensation payable directly or indirectly to Borrower because of a
condemnation, proposed condemnation or taking for public or private use which
affects all or part of the Property or any interest in it, net of the amount of
such proceeds, damages or awards that are used to restore the Property.


“Note” means any of the promissory notes made
by Borrower to a Lender evidencing Advances under that Lender’s Pro Rata
Share of the Commitment, substantially in the form of Exhibit C, either as
originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or supplanted.


“Obligations” means all present and future
obligations of every kind or nature of Borrower or any other Obligor at any
time and from time to time owed to the Administrative Agent, the Issuing Lender
or the Lenders or any one or more of them, under any one or more of the Loan
Documents, whether due or to become due, matured or unmatured, liquidated or
unliquidated, or contingent or noncontingent, including obligations of
performance as well as obligations of payment, and including interest
that accrues after the commencement of any proceeding under any Debtor Relief
Law by or against Borrower or any Subsidiary or Affiliate of Borrower.


“Obligor” means Borrower, each Subsidiary
Guarantor, each other future guarantor of the Obligations, and each other
Subsidiary of Borrower which has at any time executed any Loan Document.


“Outstanding Obligations” means, as of each
date of determination, and giving effect to the making of any such credit
accommodations requested on that date, the aggregate principal amount of the
outstanding Loans, plus the Aggregate Effective Amount of all Letters of
Credit.


“PBGC” means the Pension Benefit Guaranty
Corporation or any successor thereof established under ERISA.


“Pension Plan” means any “employee pension
benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, which is subject to



 14
 









Title IV of ERISA
and is maintained by Borrower or any of its Subsidiaries or to which Borrower
or any of its Subsidiaries contributes or has an obligation to contribute.


“Permitted Encumbrances” means:


(a)           inchoate Liens incident to
construction on or maintenance of Real Property; or Liens incident to
construction on or maintenance of Real Property now or hereafter filed of
record for which adequate reserves have been set aside (or deposits made
pursuant to applicable Law) and which are being contested in good faith by
appropriate proceedings and have not proceeded to judgment, provided
that, by reason of nonpayment of the obligations secured by such Liens, no such
Real Property is subject to a material risk of loss or forfeiture;


(b)           Liens for taxes and assessments on
Real Property which are not yet past due; or Liens for taxes and assessments on
Real Property for which adequate reserves have been set aside and are being
contested in good faith by appropriate proceedings and have not proceeded to
judgment, provided that, by reason of nonpayment of the obligations
secured by such Liens, no such Real Property is subject to a material risk of
loss or forfeiture;


(c)           minor defects and irregularities in
title to any Real Property which in the aggregate do not materially impair the
fair market value or use of the Real Property for the purposes for which it is
or may reasonably be expected to be held;


(d)           easements, exceptions, licenses,
reservations, or other agreements for the purpose of pipelines, conduits,
cables, telecommunications, wire communication lines, power lines and
substations, streets, trails, walkways, drainage, irrigation, water, and
sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or
other minerals, and other like purposes affecting Real Property, facilities, or
equipment which in the aggregate do not materially burden or impair the fair
market value or use of such Real Property for the purposes for which it is or
may reasonably be expected to be held;


(e)           rights reserved to or vested in any
Governmental Agency to control or regulate, or obligations or duties to any
Governmental Agency with respect to, the use of any Real Property;


(f)            rights reserved to or vested in any
Governmental Agency to control or regulate, or obligations or duties to any
Governmental Agency with respect to, any right, power, franchise, grant,
approval, license, or permit;


(g)           present or future zoning laws and
ordinances or other Laws and ordinances restricting the occupancy, use, or
enjoyment of Real Property;


(h)           statutory Liens, other than those
described in clauses (a) or (b) above, arising in the ordinary
course of business with respect to obligations which are not delinquent or are
being contested in good faith by appropriate proceedings, provided that,
if delinquent, adequate reserves have been set aside with respect thereto and,
by reason of nonpayment, no Property is subject to a material risk of loss or
forfeiture;



 15
 









(i)            rights of tenants under leases and
rental agreements covering Real Property entered into in the ordinary course of
business of the Person owning such Real Property;


(j)            Liens consisting of pledges or
deposits to secure obligations under workers’ compensation laws or similar
legislation, including Liens of judgments thereunder which are not currently
dischargeable;


(k)           other non-consensual Liens
incurred in the ordinary course of business but not in connection with an
extension of credit, which do not in the aggregate, when taken together with
all other Liens, materially impair the value or use of the Property of Borrower
and the Subsidiaries of Borrower, taken as a whole; and


(l)            the matters disclosed on Schedule B
to any of the ALTA lenders policies of title insurance delivered to the
Administrative Agent pursuant to Section 8.2.


“Permitted Right of Others” means a Right of
Others consisting of (a) an interest (other than a legal or equitable co-ownership
interest, an option or right to acquire a legal or equitable co-ownership
interest and any interest of a ground lessor under a ground lease), that does
not materially impair the value or use of Property for the purposes for which
it is or may reasonably be expected to be held, (b) an option or right to
acquire a Lien that would be a Permitted Encumbrance, (c) any licenses or
concessions to operate retail businesses granted in accordance with industry
customs, or any options to receive any such licenses or concessions, or
(d) any Right of Others granted in connection with a proposed Disposition
permitted by Section 6.4.


“Permitted Tax Distributions” means
Distributions made by Borrower pursuant to the Tax Sharing Agreement providing
for payment by the Borrower to its shareholders or other owners with respect to
any period of amounts representing not more than the amount of tax that would
be payable by Borrower for such period had the Borrower and its Subsidiaries
filed a separate consolidated or combined tax return as a Subchapter C
corporation for the relevant taxing jurisdiction (less any tax directly paid by
such Persons with respect to such period).


“Person” means any individual or entity, including
a trustee, corporation, limited liability company, general partnership, limited
partnership, joint stock company, trust, estate, unincorporated organization,
business association, firm, joint venture, Governmental Agency, or other
entity.


“Prime Rate” means the rate of interest
publicly announced from time to time by Bank of America as its “prime rate.”  It is a rate set by Bank of America based
upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate.  Any change in the Prime Rate
announced by Bank of America shall take effect at the opening of business on
the day specified in the public announcement of such change.


“Projections” means the financial projections
attached hereto as Schedule 4.17.



 16
 









“Property” means any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible.


“Pro Rata Share” means, as of each date of
determination and with respect to each Lender, the percentage of the Commitment
owned by that Lender (or, if the Commitment has been terminated, the percentage
of the Outstanding Obligations owned by that Lender).  As of the Effective Date, the Pro Rata Share
of each Lender is as set forth on the signature pages hereto.  The records of the Administrative Agent shall
be presumed to correctly reflect the Pro Rata Share of the Lenders then party
to this Agreement.


“Quarterly Payment Date” means each
March 31, June 30, September 30 and December 31 to occur following
the date of this Agreement.


“Real Property” means, as of any date of
determination, all real Property then or theretofore owned, leased or occupied
by Borrower or any of its Subsidiaries.


“Regulation D” means Regulation D, as at
any time amended, of the Board of Governors of the Federal Reserve System, or
any other regulation in substance substituted therefor.


“Regulations T, U and X” means
Regulations T, U and X, as at any time amended, of the Board of
Governors of the Federal Reserve System, or any other regulations in substance
substituted therefor.


“Regulatory Board” means, collectively,
(a) the West Virginia Racing Commission, the West Virginia Lottery
Commission and (b) any other Governmental Agency that holds regulatory,
licensing or permit authority over gambling, gaming or casino activities
conducted by Borrower or any of its Subsidiaries within its jurisdiction.


“Request for Letter of Credit” means a written
request for a Letter of Credit substantially in the form of Exhibit D,
signed by a Responsible Official of Borrower and properly completed to provide
all information required to be included therein.


“Request for Loan” means a written request for
a Loan substantially in the form of Exhibit E, signed by a Responsible
Official of Borrower and properly completed to provide all information required
to be included therein.


“Required Debt Reductions” means, for any
period, the aggregate principal amount, without duplication, of (a) any
scheduled principal payments required to be made with respect to Total Debt
during that period or (b) any principal payments required to be made
during that period with respect to Total Debt on the basis of a contingency
which has actually occurred as of the date of calculation which is certain to
occur during that period.


“Requirement of Law” means, as to any Person,
the articles or certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any Law, or judgment,
award, decree, writ or determination of a



 17
 









Governmental Agency, in
each case applicable to or binding upon such Person or any of its Property or
to which such Person or any of its Property is subject.


“Requisite Lenders” means, as of each date of
determination (a) if the Commitment is then in effect, Lenders having Pro
Rata Shares constituting 51% of the Commitment (but if there are only two
Lenders, both Lenders), and (b) if the Commitment has then been terminated
and there are then any Obligations outstanding, Lenders holding 51% or more of
the Outstanding Obligations (but if there are only two Lenders, both Lenders).


“Reserve Percentage” means, with respect to any
LIBOR Loan, the maximum reserve percentage (expressed as a decimal, rounded
upward, if necessary, to the nearest 1/100th of 1%) in effect on the date the
Eurodollar Base Rate for that LIBOR Loan is determined (whether or not
applicable to any Lender) under regulations issued from time to time by the
Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
with respect to eurocurrency funding (currently referred to as “eurocurrency
liabilities”) having a term comparable to the Interest Period for such LIBOR
Loan.  The determination by the
Administrative Agent of any applicable Reserve Percentage shall be conclusive
in the absence of manifest error.


“Responsible Official” means (a) when used
with reference to a Person other than an individual, any officer of such
Person, general partner of such Person, officer of a corporate general partner
of such Person, or corporate officer of a corporate general partner of a
partnership that is a general partner of such Person, or any other responsible
official thereof duly acting on behalf thereof, and (b) when used with reference
to a Person who is an individual, such Person. 
Any document or certificate hereunder that is signed or executed by a
Responsible Official of another Person shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of such other Person.


“Right of Others” means, as to any Property in
which a Person has an interest, any legal or equitable right, title or other
interest (other than a Lien) held by any other Person in that Property, and any
option or right held by any other Person to acquire any such right, title or
other interest in that Property, including any option or right to
acquire a Lien.


“Senior Officer” means the (a) chief
executive officer, (b) president, (c) any vice president, (d) chief
financial officer, (e) treasurer or (f) assistant treasurer of the
Person designated.


“Senior Unsecured Notes” means Borrower’s 10
1/8th% Senior Unsecured Notes due 2009.


“Solvent” means, as of any date of
determination, and as to any Person, that on such date:  (a) the fair valuation of the assets of
such Person is greater than the fair valuation of such Person’s probable
liability in respect of existing debts; (b) such Person



 18
 









does not intend to, and
does not believe that it will, incur debts beyond such Person’s ability to pay
as such debts mature; (c) such Person is not engaged in a business or
transaction, and is not about to engage in a business or transaction, which
would leave such Person with assets remaining which would constitute unreasonably
small capital after giving effect to the nature of the particular business or
transaction; and (d) such Person is generally paying its debts as they
become due.  For purposes of the
foregoing (1) the “fair valuation” of any assets means the amount realizable
within a reasonable time, either through collection or sale, of such assets at
their regular market value, which is the amount obtainable by a capable and
diligent businessman from an interested buyer willing to purchase such assets
within a reasonable time under ordinary circumstances; and (2) the term “debts”
includes any legal liability whether matured or unmatured, liquidated or
unliquidated, absolute, fixed or contingent.


“Special LIBOR Circumstance” means the
application or adoption after the Effective Date of any Law or interpretation,
or any change after the Effective Date therein or thereof, or any change after
the Effective Date in the interpretation or administration thereof by any
Governmental Agency, central bank or comparable authority charged with the
interpretation or administration thereof, or compliance by any Lender or its
LIBOR Office with any request or directive (whether or not having the force of
Law) of any such Governmental Agency, central bank or comparable authority
issued after the Effective Date, or the existence or occurrence after the
Effective Date of circumstances affecting the Designated Eurodollar Market
generally that are beyond the reasonable control of the Lenders.


“Subordinated Obligations” means any
Indebtedness of Borrower which is subordinated in right of payment to the
Obligations, the terms of which are approved by the Administrative Agent,
acting with the consent of the Requisite Lenders, in writing.


“Subsidiary” means, as of any date of
determination and with respect to any Person, any corporation, limited
liability company or partnership (whether or not, in either case, characterized
as such or as a “joint venture”), whether now existing or hereafter organized
or acquired:  (a) in the case of a
corporation or limited liability company, of which a majority of the securities
having ordinary voting power for the election of directors or other governing
body (other than securities having such power only by reason of the happening
of a contingency) are at the time beneficially owned by such Person and/or one
or more Subsidiaries of such Person, or (b) in the case of a partnership,
of which a majority of the partnership or other voting ownership interests are
at the time beneficially owned by such Person and/or one or more of its
Subsidiaries.


“Subsidiary Guarantors” means WDRA Food
Service, Inc., Wheeling Land Development Corp. and each of the other
Subsidiaries listed on Schedule 4.4 hereto, and each other Person which
hereafter issues a joinder to the Subsidiary Guaranty in accordance with
Section 6.17.


“Subsidiary Guaranty” means the Amended and
Restated Guaranty dated as of December 14, 2001, executed and delivered by each
Subsidiary of Borrower, as the same shall be reaffirmed pursuant to Section 8.2
hereunder prior to the making of any Advance



 19
 









hereunder, together with
any joinders thereto hereafter executed by any Subsidiary pursuant to
Section 6.17, either as originally executed or as it may from time to time
be supplemented, modified, amended, or supplanted.


“Subsidiary Security Agreement” means the
Amended and Restated Subsidiary Security Agreement dated as of December 14,
2001, executed and delivered by each Subsidiary of Borrower in favor of the
Administrative Agent for the benefit of the Creditors, as the same shall be
reaffirmed pursuant to Section 8.2 hereunder prior to the making of any Advance
hereunder, either as originally executed or as it may from time to time be
supplemented, modified, amended, extended or supplanted.


“Swap Agreement” means a written agreement
between Borrower and one or more financial institutions providing for “swap”, “cap”,
“collar” or other interest rate protection with respect to any Indebtedness.


“Tax Sharing Agreement” means the Tax Sharing
Agreement effective as of January 1, 2001, by and among Delaware North, Gaming
& Entertainment and Borrower, as amended from time to time.


“to the best knowledge of” means, when
modifying a representation, warranty or other statement of any Person, that the
fact or situation described therein is known by the Person (or, in the case of
a Person other than a natural Person, known by a Responsible Official of that
Person) making the representation, warranty or other statement, or with the
exercise of reasonable due diligence under the circumstances (in accordance
with the standard of what a reasonable Person in similar circumstances would
have done) would have been known by the Person (or, in the case of a Person
other than a natural Person, would have been known by a Responsible Official of
that Person).


“Total Debt” means, as of each date of
determination, the consolidated Indebtedness of Borrower and its Subsidiaries
as of such date, after elimination of inter-company items in accordance with
Generally Accepted Accounting Principles.


“type”, when used with respect to any Loan or
Advance, means the designation of whether such Loan or Advance is a Base Rate
Loan or Advance, or a LIBOR Loan or Advance.


“Venue” means any gaming, pari-mutuel, racing
or other entertainment venue now or hereafter operated by Borrower or any of
its Subsidiaries.


“Wheeling Downs” means the Wheeling Downs
Racetrack & Gaming Center located in Ohio County, West Virginia.


1.2           Use of Defined Terms.  Any defined
term used in the plural shall refer to all members of the relevant class, and
any defined term used in the singular shall refer to any one or more of the
members of the relevant class.


1.3           Accounting Terms.  All
accounting terms not specifically defined in this Agreement shall be construed
in conformity with, and all financial data required to be submitted



 20
 









by
this Agreement shall be prepared in conformity with, Generally Accepted
Accounting Principles as in effect on the Effective Date, applied on a
consistent basis.


1.4           Rounding.  Any financial
ratios required to be maintained by Borrower pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed in this Agreement and rounding the result up or down to the
nearest number (with a round-up if there is no nearest number) to the
number of places by which such ratio is expressed in this Agreement.


1.5           Exhibits and Schedules.  All Exhibits
and Schedules to this Agreement, either as originally existing or as the same
may from time to time be supplemented, modified or amended, are incorporated
herein by this reference.  A matter
disclosed on one Schedule shall be deemed disclosed on all Schedules.


1.6           References to “and its Subsidiaries”. 
Any reference herein to “and its Subsidiaries” or the like shall refer
solely to the subject Person during such times as the subject Person shall have
no Subsidiaries.  No use of the term “Subsidiary”
or any derivative thereof in the Loan Documents shall imply a right in any
Person to make any Investments in or Acquisitions of any other Person.


1.7           References to Times.  Each
reference to a time of day set forth in the Loan Documents shall, unless
expressly stated to the contrary, be a reference to the then prevailing
California local time.


1.8           Miscellaneous Terms.  The term “or”
is disjunctive; the term “and” is conjunctive. 
The term “shall” is mandatory; the term “may” is permissive.  Masculine terms also apply to females;
feminine terms also apply to males.  The
term “including” is by way of example and not limitation.



 21















ARTICLE 2


LOANS AND LETTERS OF CREDIT


2.1           Loans-General.


(a)           Subject
to the terms and conditions set forth in this Agreement, at any time and from
time to time from the date the conditions precedent set forth in Section 8.2
are satisfied through the Business Day immediately prior to the Maturity Date,
each Lender shall, pro rata according to that Lender’s Pro Rata Share of the
then applicable Commitment, make Advances to Borrower under the Commitment in
such amounts as Borrower may request that do not result in the Outstanding
Obligations being in excess of the then effective Commitment.  Subject to the limitations set forth herein,
the Advances by each Lender under its Pro Rata Share of the Commitment may be
prepaid without premium or penalty and may be borrowed, repaid and reborrowed.


(b)           Subject
to the next sentence, each Loan shall be made pursuant to a Request for Loan
which shall specify the requested (i) date of such Loan, (ii) type of
Loan, (iii) amount of such Loan, and (iv) in the case of a LIBOR Rate
Loan, the Interest Period for such Loan. 
Unless the Administrative Agent, in its sole and absolute discretion,
has notified Borrower to the contrary, Loans may be requested by telephone by a
Responsible Official of Borrower, in which case Borrower shall confirm such
request by promptly delivering a Request for Loan in person or by telecopier
conforming to the preceding sentence to the Administrative Agent.  The Administrative Agent shall incur no
liability whatsoever hereunder in acting upon any telephonic request
purportedly made by a Responsible Official of Borrower, and Borrower hereby
agrees to indemnify each Creditor from any loss, cost, expense or liability as
a result of so acting.


(c)           Promptly
following receipt of a Request for Loan, the Administrative Agent shall notify
each Lender by telephone or telecopier (and if by telephone, promptly confirmed
by telecopier) of the date and type of the Loan, any applicable Interest
Period, and that Lender’s Pro Rata Share of the Loan.  Not later than 11:00 a.m., California
local time, on the date specified for any Loan (which must be a Business Day),
each Lender shall make its Pro Rata Share of the Loan in immediately available
funds available to the Administrative Agent at the Administrative Agent’s
Office.  Upon satisfaction of the
applicable conditions set forth in Article 8, all Advances shall be
credited on that date in immediately available funds to the Disbursement
Account.


(d)           Unless
the Requisite Lenders otherwise consent, each Loan shall be in an integral
multiple of $250,000 which is not less than $1,000,000.


(e)           The
Advances made by each Lender shall be evidenced by that Lender’s Note.


(f)            A
Request for Loan shall be irrevocable upon the Administrative Agent’s first
notification thereof.



 22
 









(g)           If
no Request for Loan (or telephonic request for Loan referred to in the second
sentence of Section 2.1(b), if applicable) has been made within the
requisite notice periods set forth in Section 2.2 or 2.3 prior to the end
of the Interest Period for any LIBOR Loan, then on the last day of such
Interest Period, such LIBOR Loan shall be automatically converted into a Base
Rate Loan in the same amount.


(h)           If
a Loan is to be made on the same date that another Loan is due and payable the
Lenders shall make available to the Administrative Agent (or the Administrative
Agent shall make available to the Lenders) the net amount of funds giving
effect to both such Loans and the effect for purposes of this Agreement shall
be the same as if separate transfers of funds had been made with respect to
each such Loan.


2.2           Base Rate Loans.  Each request
by Borrower for a Base Rate Loan shall be made pursuant to a Request for Loan
(or telephonic or other request for loan referred to in the second sentence of
Section 2.1(b), if applicable) received by the Administrative Agent, at
the Administrative Agent’s Office, not later than 9:00 a.m. California
local time, on the date (which must be a Business Day) of the requested Base
Rate Loan.  All Loans shall constitute
Base Rate Loans unless properly designated as a LIBOR Loan pursuant to
Section 2.3.


2.3           LIBOR Loans.


(a)           Each
request by Borrower for a LIBOR Loan shall be made pursuant to a Request for
Loan (or telephonic or other request for Loan referred to in the second
sentence of Section 2.1(b), if applicable) received by the Administrative
Agent, at the Administrative Agent’s Office, not later than 9:00 a.m.,
California local time, at least three Eurodollar Business Days before the
first day of the applicable Interest Period.


(b)           On
the date which is two Eurodollar Business Days before the first day of the
applicable Interest Period, the Administrative Agent shall confirm its
determination of the applicable Eurodollar Rate (which determination shall be
conclusive in the absence of manifest error) and promptly shall give notice of
the same to Borrower and the Lenders by telephone or telecopier (and if by
telephone, promptly confirmed by telecopier).


(c)           Unless
the Administrative Agent and the Requisite Lenders otherwise consent, no more
than twenty five LIBOR Loans shall be outstanding at any one time.


(d)           No
LIBOR Loan may be requested during the continuation of a Default or Event of
Default.


(e)           Nothing
contained herein shall require any Lender to fund any LIBOR Advance in the
Designated Eurodollar Market.


2.4           Letters of Credit.


(a)           Subject
to the terms and conditions hereof, at any time and from time to time from the
Effective Date through the Business Day immediately prior to the Maturity Date,
the Issuing Lender shall issue such Letters of Credit under the Commitment as
Borrower may request by a Request for Letter of Credit; provided that
(i) giving effect to all such Letters of



 23
 









Credit, the Outstanding Obligations do not exceed the then applicable
Commitment, and (ii) the Aggregate Effective Amount under all outstanding
Letters of Credit shall not exceed $5,000,000. 
Each Letter of Credit shall be in a form reasonably acceptable to the
Issuing Lender.  Unless all the Lenders
otherwise consent in a writing delivered to the Administrative Agent, the term
of any Letter of Credit shall not exceed one year or extend beyond the
Maturity Date.


(b)           Each
Request for Letter of Credit shall be submitted to the Issuing Lender, with a
copy to the Administrative Agent, at least three Business Days prior to the
date upon which the related Letter of Credit is proposed to be issued.  The Administrative Agent shall promptly
notify the Issuing Lender whether such Request for Letter of Credit, and the
issuance of a Letter of Credit pursuant thereto, conforms to the requirements
of this Agreement.  Upon issuance of a
Letter of Credit, the Issuing Lender shall promptly notify the Administrative
Agent, and the Administrative Agent shall promptly notify the Lenders, of the
amount and terms thereof.


(c)           Upon
the issuance of a Letter of Credit, each Lender shall be deemed to have
purchased at par a pro rata participation in such Letter of Credit from the
Issuing Lender in an amount equal to that Lender’s Pro Rata Share.  Without limiting the scope and nature of each
Lender’s participation in any Letter of Credit, to the extent that the Issuing
Lender has not been reimbursed by Borrower for any payment required to be made
by the Issuing Lender under any Letter of Credit, each Lender shall, pro rata
according to its Pro Rata Share, pay the purchase price for such participation
to the Issuing Lender through the Administrative Agent promptly upon demand
therefor.  The obligation of each Lender
to so pay the participation purchase price to the Issuing Lender shall be
absolute and unconditional and shall not be affected by the occurrence of an
Event of Default or any other occurrence or event.  Any such payment of the purchase price shall
not relieve or otherwise impair the obligation of Borrower to reimburse the
Issuing Lender for the amount of any payment made by the Issuing Lender under
any Letter of Credit together with interest as hereinafter provided.


(d)           Borrower
agrees to pay to the Issuing Lender through the Administrative Agent an amount
equal to any payment made by the Issuing Lender with respect to each Letter of
Credit upon demand by the Issuing Lender therefor, together with interest on
such amount from the date of any payment made by the Issuing Lender at the
Default Rate.  The principal amount of
any such payment shall be used to reimburse the Issuing Lender for the payment
made by it under the Letter of Credit and, to the extent that the Lenders have
not reimbursed the Issuing Lender pursuant to Section 2.4(c), the interest
amount of any such payment shall be for the account of the Issuing Lender.  Each Lender that has paid the participation
purchase price to the Issuing Lender pursuant to Section 2.4(c) shall
thereupon acquire a pro rata participation, to the extent of such payment, in
the claim of the Issuing Lender against Borrower for reimbursement of principal
and interest under this Section 2.4(d) and shall share, in accordance with
that pro rata participation, in any principal payment made by Borrower
with respect to such claim and in any interest payment made by Borrower with
respect to such claim.


(e)           Borrower
may, pursuant to a Request for Loan, request that Advances be made pursuant to
Section 2.1(a) to provide funds for the payment required by
Section 2.4(d) and, for this purpose, the conditions precedent set forth
in Article 8 shall not apply.  The
proceeds of



 24
 









such Advances shall be paid directly to the Issuing Lender to reimburse
it for the payment made by it under the Letter of Credit.


(f)            If
Borrower fails to make the payment required by Section 2.4(d) on a timely
basis then, in lieu of the payment of the participation purchase price to the
Issuing Lender under Section 2.4(c), the Issuing Lender may (but is not
required to), without notice to or the consent of Borrower, instruct the
Administrative Agent to cause Advances to be made by the Lenders under their
Pro Rata Shares of the Commitment in an aggregate amount equal to the amount
paid by the Issuing Lender with respect to that Letter of Credit and, for this
purpose, the conditions precedent set forth in Article 8 shall not
apply.  The proceeds of such Advances
shall be paid directly to the Issuing Lender to reimburse it for the payment
made by it under the Letter of Credit.


(g)           The
issuance of any supplement, modification, amendment, renewal, or extension to
or of any Letter of Credit shall be treated in all respects the same as the
issuance of a new Letter of Credit.


(h)           The
obligation of Borrower to pay to the Issuing Lender the amount of any payment
made by the Issuing Lender under any Letter of Credit shall be absolute,
unconditional, and irrevocable, subject only to performance by the Issuing
Lender of its obligations to Borrower under Uniform Commercial Code
Section 5109.  Without limiting the
foregoing, the obligations of Borrower to the Issuing Lender shall not be
affected by any of the following circumstances:


(i)      any
lack of validity or enforceability of the Letter of Credit, this Agreement, or
any other agreement or instrument relating thereto;


(ii)     any
amendment or waiver of or any consent to departure from the Letter of Credit,
this Agreement, or any other agreement or instrument relating thereto;


(iii)    the
existence of any claim, setoff, defense, or other rights which Borrower may
have at any time against the Issuing Lender, the Administrative Agent or any
Lender, any beneficiary of the Letter of Credit (or any persons or entities for
whom any such beneficiary may be acting) or any other Person, whether in
connection with the Letter of Credit, this Agreement, or any other agreement or
instrument relating thereto, or any unrelated transactions;


(iv)    any
demand, statement, or any other document presented under the Letter of Credit
proving to be forged, fraudulent, invalid, or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect whatsoever so
long as any such document appeared to comply with the terms of the Letter of
Credit;


(v)     payment
by the Issuing Lender in good faith under the Letter of Credit against
presentation of a draft or any accompanying document which does not strictly
comply with the terms of the Letter of Credit;


(vi)    the
existence, character, quality, quantity, condition, packing, value or delivery
of any Property purported to be represented by documents presented in



 25
 









connection with any Letter of Credit or any difference between any such
Property and the character, quality, quantity, condition, or value of such
Property as described in such documents;


(vii)   the
time, place, manner, order or contents of shipments or deliveries of Property as
described in documents presented in connection with any Letter of Credit or the
existence, nature and extent of any insurance relative thereto;


(viii)  the solvency or financial responsibility of any party
issuing any documents in connection with a Letter of Credit;


(ix)    any
failure or delay in notice of shipments or arrival of any Property;


(x)     any
error in the transmission of any message relating to a Letter of Credit not
caused by the Issuing Lender, or any delay or interruption in any such message;


(xi)    any
error, neglect or default of any correspondent of the Issuing Lender in
connection with a Letter of Credit (but without prejudice to any claim by
Borrower against such correspondent);


(xii)   any
consequence arising from acts of God, war, insurrection, civil unrest,
disturbances, labor disputes, emergency conditions or other causes beyond the
control of the Issuing Lender;


(xiii)  so long as the Issuing Lender in good faith determines
that the contract or document appears to comply with the terms of the Letter of
Credit, the form, accuracy, genuineness or legal effect of any contract or
document referred to in any document submitted to the Issuing Lender in
connection with a Letter of Credit; and


(xiv)  where the
Issuing Lender has acted in good faith and observed general business usage, any
other circumstances whatsoever.


(i)            The
Issuing Lender shall be entitled to the protection accorded to the
Administrative Agent pursuant to Article 10, mutatis  mutandis.


(j)            The
Uniform Customs and Practice for Documentary Credits, as published in its most
current version by the International Chamber of Commerce, shall be deemed a
part of this Section and shall apply to all Letters of Credit to the extent not
inconsistent with applicable Law.


2.5           Voluntary Reduction of Commitment. 
Borrower shall have the right, at any time and from time to time,
without penalty or charge, upon at least three Business Days’ prior
written notice by Borrower to the Administrative Agent, to voluntarily reduce,
permanently and irrevocably, in amounts which are integral multiples of
$500,000, or to terminate, all or a portion of the then undisbursed portion of
the Commitment.  Borrower shall also have
the right, at any time and from time to time, without penalty or charge, upon
notice on the same Business Day by Borrower to the Administrative Agent, to
voluntarily prepay any Base Rate Advances. 
Borrower shall also have the right, at any time and from time to time,
without penalty or charge,



 26
 









upon
at least three business days’ prior notice by Borrower to the Administrative
Agent, to voluntarily prepay any LIBOR Advances.  The Administrative Agent shall promptly
notify the Lenders of any reduction or termination of the Commitment under this
Section.


2.6           Intentionally omitted.


2.7           Mandatory Reductions of Commitment. 
In the event that Borrower hereafter makes any Investment of the type
described in Section 6.16(c), the Commitment shall also permanently reduce upon
the date of the making of any subsequent Loan or issuance of any subsequent
Letter of Credit hereunder, in each case in the then outstanding principal
amount of such Investment.


2.8           Optional Increases to the Commitment. 
Provided that no Default or Event of Default then exists, Borrower may
at any time request in writing, and subject to satisfaction of the conditions
precedent in this Section the Lender shall agree to, an increase to the
Commitment (on the same terms and conditions set forth herein) to an amount
which is not greater than $25,000,000 minus the amount of any reductions
to the Commitment which have occurred pursuant to Sections 2.5 or 2.7 of this
Agreement.  Any request under this
Section shall be submitted by Borrower to the Administrative Agent not less
than thirty days prior to the Borrower’s proposed exercise of this option to
increase the Commitment, specify the proposed effective date and amount of such
increase and be accompanied by (i) a Certificate signed by a Senior Officer of
Borrower, stating that no Default or Event of Default exists as of the date of
the request or will result from the requested increase, (ii) amendments, in
form and substance acceptable to the Administrative Agent, to the Deeds of
Trust, increasing the amount of the obligations secured thereby to the amount
of the Commitment (as so increased), together with endorsements to the policy
of title insurance held by the Administrative Agent in relation thereto
reflecting a similar increase, and (iii) a written consent to the increase in
the amount of the Commitment executed by each Subsidiary Guarantor.


2.9           Optional Extension of the Maturity Date. 
Provided that no Default or Event of Default then exists, Borrower may
at any time request in writing, and subject to the satisfaction of the
conditions precedent in this Section the Lender shall agree to, an extension to
the Maturity Date for an additional one year on the same terms and conditions
set forth herein.  Any request under this
Section shall be submitted by Borrower to the Administrative Agent not less
than ninety days prior to the Borrower’s proposed exercise of this option to
extend the Maturity Date.


2.10         Administrative Agent’s Right to Assume Funds Available
for Advances.  Unless the Administrative Agent shall have
been notified by a Lender no later than the Business Day prior to the funding
by the Administrative Agent of any Loan that such Lender does not intend to
make available to the Administrative Agent such Lender’s Pro Rata Share of that
Loan, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on the date of the Loan and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower a corresponding amount.  If the
Administrative Agent has made funds available to Borrower based on such
assumption and such corresponding amount is not in fact made available to the
Administrative Agent by such Lender, the Administrative Agent shall be entitled
to recover such corresponding amount on demand



 27
 









from
such Lender.  If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent’s demand
therefor, the Administrative Agent promptly shall notify Borrower and Borrower
shall pay such corresponding amount to the Administrative Agent.  The Administrative Agent also shall be
entitled to recover from such Lender interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available
by the Administrative Agent to Borrower to the date such corresponding amount
is recovered by the Administrative Agent, at a rate per annum equal to
(a) the Federal Funds Rate for the first two days following a demand by
the Administrative Agent and (b) thereafter, the rate of interest then
payable by Borrower with respect to Base Rate Advances.  Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its share of the Commitment or to
prejudice any rights which the Administrative Agent or Borrower may have
against any Lender as a result of any default by such Lender hereunder.



 28
 









ARTICLE 3


PAYMENTS AND FEES


3.1           Principal and Interest.


(a)           Interest
shall be payable on the outstanding daily unpaid principal amount of each
Advance from the date thereof until payment in full is made and shall accrue
and be payable at the rates set forth or provided for herein before and after
default, before and after maturity, before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law, with
interest on overdue interest at the Default Rate to the fullest extent permitted
by applicable Laws.


(b)           Interest
accrued on each Base Rate Loan on each Monthly Payment Date, and on the date of
any prepayment of the Notes pursuant to Section 3.2, shall be due and
payable on that day.  Except as
otherwise provided in Section 3.8, the unpaid principal amount of each
Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the
Base Rate plus the Base Rate Margin. 
Each change in the interest rate under this Section 3.1(b) due to a
change in the Base Rate shall take effect simultaneously with the corresponding
change in the Base Rate.


(c)           Interest
accrued on each LIBOR Loan which is for a term of three months or less shall be
due and payable on the last day of the related Interest Period.  Interest accrued on each other LIBOR Loan
shall be due and payable on the date which is three months after the date such
LIBOR Loan was made and on the last day of the related Interest Period.  Except as otherwise provided in
Sections 3.1(d) and 3.8, the unpaid principal amount of any LIBOR Loan
shall bear interest at a rate per annum equal to the LIBOR for that LIBOR Loan plus
the LIBOR Margin.


(d)           During
the existence of a Default or Event of Default, the Requisite Lenders may
determine that any or all then outstanding LIBOR Loans shall be converted to
Base Rate Loans.  Such conversion shall
be effective upon notice to Borrower from the Requisite Lenders (or from the
Administrative Agent on behalf of the Requisite Lenders) and shall continue so
long as such Default or Event of Default continues to exist.


(e)           If
not sooner paid, the principal Indebtedness evidenced by the Notes shall be
payable as follows:


(i)      the
amount, if any, by which the Outstanding Obligations at any time exceed the
Commitment shall be payable immediately; and


(ii)     the
principal Indebtedness evidenced by the Notes shall in any event be payable on
the Maturity Date.


3.2           Prepayment.


(a)           The
Notes may, at any time and from time to time, voluntarily be paid or prepaid in
whole or in part without premium or penalty, except that with respect to
any voluntary prepayment under this Section, (i) any partial prepayment
shall be not less than $500,000 and in



 29
 









integral multiples of $100,000, (ii) the Administrative Agent
shall have received written notice of any prepayment by 10:00 a.m. on the
Business Day of such prepayment (which must be a Business Day) in the case of a
Base Rate Loan, and, in the case of a LIBOR Loan, three Eurodollar Market
Days before the date of prepayment, which notice shall identify the date and
amount of the prepayment and the Loans being prepaid, (iii) each
prepayment of principal shall be accompanied by payment of interest accrued to
the date of payment on the amount of principal paid and (iv) any payment
or prepayment of all or any part of any LIBOR Loan on a day other than the last
day of the applicable Interest Period shall be subject to Section 3.7(d).


(b)           Upon
the sale or issuance by Borrower or any of its Subsidiaries of any of its
Equity Interests or any other capital contribution (other than issuances of
Equity Interests or capital contributions to another Loan Party), Borrower
shall prepay an aggregate principal amount of Loans equal to 50% of all Net
Cash Proceeds received therefrom immediately upon receipt thereof by Borrower
or such Subsidiary.


(c)           Upon
the incurrence or issuance by Borrower or any of its Subsidiaries of any
Indebtedness (other than Indebtedness permitted to be incurred or issued
pursuant to Section 6.9), Borrower shall prepay an aggregate principal
amount of Loans equal to 100% of all Net Cash Proceeds received therefrom
immediately upon receipt thereof by Borrower or such Subsidiary.


(d)           If
Borrower or any of its Subsidiaries Dispose of any property, Borrower shall
prepay an aggregate principal amount of Loans equal to 100% of all Net Cash
Proceeds received therefrom immediately upon receipt thereof by Borrower or
such Subsidiary.


(e)           If
Borrower or any of its Subsidiaries receive insurance proceeds or condemnation
awards, Borrower shall prepay an aggregate principal amount of the Loans equal
to 100% of all Net Insurance Proceeds or Condemnation Awards received therefrom
immediately upon receipt thereof by Borrower or such Subsidiary; provided,
however, at the election of the Borrower (as notified by the Borrower to
the Administrative Agent on or prior to the date of receipt of such Net
Insurance Proceeds or Condemnation Awards), and so long as no Default shall
have occurred and be continuing, the Borrower or such Subsidiary may apply such
proceeds, within 180 days after the receipt of such proceeds, to replace or
repair the equipment, fixed assets or real property in respect of which such
proceeds were received; and provided, further, however, that any
such proceeds not so applied shall be immediately applied to the prepayment of
the Loans as set forth in this Section.


3.3           Intentionally omitted.


3.4           Commitment Fees.  From the
Effective Date, Borrower shall pay to the Administrative Agent, for the ratable
accounts of the Lenders according to their Pro Rata Shares, an unused commitment
fee equal to 0.25% times the average daily amount by which (a) the
Commitment exceeds (b) the Outstanding Obligations.  Unused commitment fees shall be payable
quarterly in arrears on each Quarterly Payment Date, on the date of any
termination of the Commitment, and on the Maturity Date.



 30















3.5           Letter of Credit Fees.  With respect to each Letter of Credit,
Borrower shall pay, quarterly in arrears on each Quarterly Payment date, and
upon any termination of the Commitment, a letter of credit fee to the
Administrative Agent (for the ratable account of the Lenders in accordance with
their Pro Rata Shares) in an amount equal to the Letter of Credit Fee Rate per
annum as of the date of such issuance times the face amount of such
Letter of Credit for the period each Letter of Credit is outstanding during the
calendar quarter then ended.


3.6           Increased Commitment Costs.  If any Lender shall determine in good faith
that the introduction after the Effective Date of any applicable law, rule,
regulation or guideline regarding capital adequacy, or any change therein or
any change in the interpretation or administration thereof by any central bank
or other Governmental Agency charged with the interpretation or administration
thereof, or compliance by such Lender (or its LIBOR Office) or any corporation
controlling the Lender, with any request, guideline or directive regarding
capital adequacy (whether or not having the force of law) of any such central
bank or other authority, affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such
Lender and (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy and such Lender’s desired return on
capital) determines in good faith that the amount of such capital is increased,
or the rate of return on capital is reduced, as a consequence of its
obligations under this Agreement, then, upon demand of such Lender, Borrower
shall pay to such Lender, from time to time as specified in good faith by such
Lender, additional amounts sufficient to compensate such Lender in light of
such circumstances, to the extent reasonably allocable to such obligations
under this Agreement.  Each Lender’s
determination of such amounts shall be conclusive in the absence of manifest
error.


3.7           LIBOR Costs and Related Matters.


(a)           If,
after the date hereof, the existence or occurrence of any Special LIBOR
Circumstance:


(1)           shall
subject any Lender or its LIBOR Office to any tax, duty or other charge or cost
with respect to any LIBOR Advance, any of its Notes evidencing LIBOR Loans or
its obligation to make LIBOR Advances, or shall change the basis of taxation of
payments to any Lender attributable to the principal of or interest on any
LIBOR Advance or any other amounts due under this Agreement in respect of any
LIBOR Advance, any of its Notes evidencing LIBOR Loans or its obligation to
make LIBOR Advances, excluding, in the case of each Lender, the
Administrative Agent and each Eligible Assignee, and any Affiliate or LIBOR
Office thereof, (i) taxes imposed on or measured in whole or in part by
its overall net income, gross income or gross receipts or capital and franchise
taxes imposed on it, by (A) any jurisdiction (or political subdivision
thereof) in which it is organized or maintains its principal office or LIBOR
Office or (B) any jurisdiction (or political subdivision thereof) in which
it is “doing business” (unless it would not be doing business in such
jurisdiction (or political subdivision thereof) absent the transactions contemplated
hereby), (ii) any withholding taxes or other taxes based on gross income
imposed by the United States of America (other than withholding taxes and taxes
based on gross income resulting solely from or attributable to any change in
any law, rule or regulation or any change in the interpretation or
administration of any law, rule or regulation by any Governmental Agency) or
(iii) any withholding taxes or other



 31
 









taxes based on gross income imposed by the United States of America for
any period with respect to which it has failed to provide Borrower with the
appropriate form or forms required by Section 11.21, to the extent such
forms are then required by applicable Laws;


(2)           shall
impose, modify or deem applicable any reserve not applicable or deemed applicable
on the date hereof (including, without limitation, any reserve imposed
by the Board of Governors of the Federal Reserve System, but  excluding
the Reserve Percentage taken into account in calculating the LIBOR), special
deposit, capital or similar requirements against assets of, deposits with or
for the account of, or credit extended by, any Lender or its LIBOR Office; or


(3)           shall
impose on any Lender or its LIBOR Office or the Designated Eurodollar Market
any other condition affecting any LIBOR Advance, any of its Notes evidencing
LIBOR Loans, its obligation to make LIBOR Advances or this Agreement, or shall
otherwise affect any of the same;


and the result of any of
the foregoing, as determined in good faith by such Lender, increases the cost
to such Lender or its LIBOR Office of making or maintaining any LIBOR Advance
or in respect of any LIBOR Advance, any of its Notes evidencing LIBOR Loans or
its obligation to make LIBOR Advances or reduces the amount of any sum received
or receivable by such Lender or its LIBOR Office with respect to any LIBOR
Advance, any of its Notes evidencing LIBOR Loans or its obligation to make
LIBOR Advances (assuming such Lender’s LIBOR Office had funded 100% of its
LIBOR Advance in the Designated Eurodollar Market), then, within five Business
Days after demand by such Lender (with a copy to the Administrative Agent),
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased cost or reduction (determined as though
such Lender’s LIBOR Office had funded 100% of its LIBOR Advance in the
Designated Eurodollar Market).  Borrower
hereby indemnifies each Lender against, and agrees to hold each Lender harmless
from and reimburse such Lender within ten (10) Business Days after demand
for (without duplication) all costs, expenses, claims, penalties, liabilities,
losses, reasonable legal fees and damages incurred or sustained by each Lender
in connection with this Agreement, or any of the rights, obligations or
transactions provided for or contemplated herein, as a direct result of the
existence or occurrence of any Special LIBOR Circumstance.  A statement of any Lender claiming
compensation under this subsection and setting forth in reasonable detail the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error.  Each
Lender agrees to promptly notify Borrower of any event of which it has actual
knowledge, occurring after the Effective Date, which will entitle such Lender
to compensation pursuant to this Section, and agrees to designate a different
LIBOR Office if such designation will avoid the need for or reduce the amount
of such compensation and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender.  If any Lender claims compensation under this
Section, Borrower may at any time, upon at least four (4) Eurodollar Market
Days’ prior notice to the Administrative Agent and such Lender and upon payment
in full of the amounts provided for in this Section through the date of such
payment plus any prepayment fee required by Section 3.7(d), pay in
full the affected LIBOR Advances of such Lender or request that such LIBOR
Advances be converted to Base Rate Advances.



 32
 









(b)           If,
after the date hereof, the existence or occurrence of any Special LIBOR
Circumstance shall make it unlawful or impossible for such Lender or its LIBOR
Office to make, maintain or fund its portion of any LIBOR Loan, or materially
restrict the authority of such Lender to purchase or sell, or to take deposits
of, Dollars in the Designated Eurodollar Market, or to determine or charge
interest rates based upon the LIBOR, and such Lender shall so notify the
Administrative Agent, and if the Administrative Agent reasonably determines
that the Special LIBOR Circumstances have broad applicability to Lenders in the
market for syndicated loans of the general type described in this Agreement,
then the affected Lender’s obligation to make LIBOR Advances shall be suspended
for the duration of such illegality or impossibility and the Administrative
Agent forthwith shall give notice thereof to the other Lenders and
Borrower.  Upon receipt of such notice,
the outstanding principal amount of such Lender’s LIBOR Advances, together with
accrued interest thereon, automatically shall be converted to Base Rate
Advances with Interest Periods corresponding to the LIBOR Loans of which such
LIBOR Advances were a part on either (1) the last day of the Interest
Period(s) applicable to such LIBOR Advances if such Lender may lawfully
continue to maintain and fund such LIBOR Advances to such day(s) or
(2) immediately if such Lender may not lawfully continue to fund and
maintain such LIBOR Advances to such day(s), provided that in such event
the conversion shall not be subject to payment of a prepayment fee under
Section 3.7(d).  Each Lender agrees
to promptly notify Borrower of any event of which it has actual knowledge,
occurring after the Effective Date, which will cause that Lender to notify the
Administrative Agent under this Section 3.7(b), and agrees to designate a
different LIBOR Office if such designation will avoid the need for such notice
and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender. 
In the event that any Lender is unable, for the reasons set forth above,
to make, maintain or fund its portion of any LIBOR Loan, such Lender shall fund
such amount as a Base Rate Advance for the same period of time, and such amount
shall be treated in all respects as a Base Rate Advance.  Any Lender whose obligation to make LIBOR
Advances has been suspended under this Section 3.7(b) shall promptly
notify the Administrative Agent and Borrower of the cessation of the Special
LIBOR Circumstance which gave rise to such suspension.


(c)           If,
with respect to any proposed LIBOR Loan:


(1)           the
Administrative Agent reasonably determines that, by reason of circumstances
affecting the Designated Eurodollar Market generally that are beyond the
reasonable control of the Lenders, deposits in Dollars (in the applicable
amounts) are not being offered to any Lender in the Designated Eurodollar
Market for the applicable Interest Period; or


(2)           the
Requisite Lenders advise the Administrative Agent that the LIBOR as determined
by the Administrative Agent (i) does not represent the effective pricing
to such Lenders for deposits in Dollars in the Designated Eurodollar Market in
the relevant amount for the applicable Interest Period, or (ii) will not
adequately and fairly reflect the cost to such Lenders of making the applicable
LIBOR Advances;


then the Administrative
Agent forthwith shall give notice thereof to Borrower and the Lenders,
whereupon until the Administrative Agent notifies Borrower that the
circumstances giving rise to such suspension no longer exist, the obligation of
the Lenders to make any future LIBOR Advances shall be suspended.  If at the time of such notice there is then
pending a Request for



 33
 









Loan that specifies a
LIBOR Loan, such Request for Loan shall be deemed to specify a Base Rate Loan.


(d)           Upon
payment or prepayment of any LIBOR Advance (other  than as the
result of a conversion required under Section 3.7(b)), on a day other than
the last day in the applicable Interest Period (whether voluntarily, involuntarily,
by reason of acceleration, or otherwise), or upon the failure of Borrower (for
a reason other than the failure of a Lender to make an Advance) to borrow on
the date or in the amount specified for a LIBOR Loan in any Request for Loan,
Borrower shall pay to the appropriate Lender within ten (10) Business Days
after demand a prepayment fee or failure to borrow fee, as the case may be
(determined as though 100% of the LIBOR Advance had been funded in the
Designated Eurodollar Market) equal to the sum of:


(1)           the
principal amount of the LIBOR Advance prepaid or not borrowed, as the case may
be, times the number of days between the date of prepayment or failure
to borrow, as applicable, and the last day in the applicable Interest Period, divided
by 360, times the applicable Interest Differential (provided
that the product of the foregoing formula must be a positive number); plus


(2)           all
reasonable out-of-pocket expenses incurred by the Lender reasonably
attributable to such payment, prepayment or failure to borrow.


Each Lender’s
determination of the amount of any prepayment fee payable under this
Section 3.7(d) shall be conclusive in the absence of manifest error.


3.8           Late Payments.  If any Event of Default occurs and remains
continuing, the Loans shall thereafter bear interest, to the fullest extent
permitted by applicable Laws, at a fluctuating interest rate per annum at all
times equal to 2% in excess of the rate of interest otherwise payable.  Accrued and unpaid interest on past due
amounts (including, without limitation, interest on past due interest) shall be
compounded monthly, on the last day of each calendar month, to the fullest
extent permitted by applicable Laws.


3.9           Computation of Interest and Fees.  Computation of interest on Base Rate Loans and
all fees under this Agreement shall be calculated on the basis of a year of 365
or 366 days, as the case may be, and the actual number of days elapsed;
computation of interest on LIBOR Loans and all other Obligations (other than
Base Rate Loans) shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed.  Borrower
acknowledges that such latter calculation method will result in a higher yield
to the Lenders than a method based on a year of 365 or 366 days.  Interest shall accrue on each Loan for the
day on which the Loan is made; interest shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid.  Any Loan that is repaid on the same day on
which it is made shall bear interest for one day.


3.10         Non-Business Days.  If any payment to be made by Borrower or any
other Obligor under any Loan Document shall come due on a day other than a
Business Day, payment shall instead be considered due on the next succeeding
Business Day and the extension of time shall be reflected in computing interest
and fees.



 34
 









3.11         Manner and Treatment of Payments.


(a)           Each
payment hereunder or on the Notes or under any other Loan Document shall be
made to the Administrative Agent, at the Administrative Agent’s Office, for the
account of each of the Lenders or the Administrative Agent, as the case may be,
in immediately available funds not later than 12:00 p.m. on the day of
payment (which must be a Business Day). 
All payments received after 12:00 p.m. on any Business Day, shall
be deemed received on the next succeeding Business Day.  The amount of all payments received by the
Administrative Agent for the account of each Lender shall be immediately paid
by the Administrative Agent to the applicable Lender in immediately available
funds and, if such payment was received by the Administrative Agent by
12:00 p.m. on a Business Day and not so made available to the account of a
Lender on that Business Day, the Administrative Agent shall reimburse that
Lender for the cost to such Lender of funding the amount of such payment at the
Federal Funds Rate.  All payments shall
be made in lawful money of the United States of America.


(b)           Each
payment or prepayment on account of any Loan shall be applied pro rata
according to the outstanding Advances made by each Lender comprising such Loan.


(c)           Each
Lender shall use its best efforts to keep a record of Advances made by it and
payments received by it with respect to each of its Notes and, subject to
Section 10.6(g), such record shall, as against Borrower, be presumptive
evidence of the amounts owing. 
Notwithstanding the foregoing sentence, no Lender shall be liable to any
Obligor for any failure to keep such a record.


(d)           Each
payment of any amount payable by Borrower or any other Obligor under this
Agreement or any other Loan Document shall be made free and clear of, and
without reduction by reason of, any taxes, assessments or other charges imposed
by any Governmental Agency, central bank or comparable authority, excluding,
in the case of each Lender, the Administrative Agent and each Eligible
Assignee, and any Affiliate or LIBOR Office thereof, (i) taxes imposed on
or measured in whole or in part by its overall net income, gross income or
gross receipts or capital and franchise taxes imposed on it, (ii) any
withholding taxes or other taxes based on gross income imposed by the United
States of America (other than withholding taxes and taxes based on gross income
resulting solely from or attributable to any change in any law, rule or
regulation or any change in the interpretation or administration of any law,
rule or regulation by any Governmental Agency) or (iii) any withholding
taxes or other taxes based on gross income imposed by the United States of
America for any period with respect to which it has failed to provide Borrower
with the appropriate form or forms required by Section 11.21, to the
extent such forms are then required by applicable Laws (all such non-excluded
taxes, assessments or other charges being hereinafter referred to as “Taxes”).  To the extent that Borrower is obligated by
applicable Laws to make any deduction or withholding on account of Taxes from
any amount payable to any Lender under this Agreement, Borrower shall
(i) make such deduction or withholding and pay the same to the relevant
Governmental Agency and (ii) pay such additional amount to that Lender as
is necessary to result in that Lender’s receiving a net after-Tax amount
equal to the amount to which that Lender would have been entitled under this Agreement
absent such deduction or withholding.  If
and when receipt of such payment



 35
 









results in an excess payment or credit to that Lender on account of
such Taxes, that Lender shall promptly refund such excess to Borrower.


3.12         Funding Sources.  Nothing in this Agreement shall be deemed to
obligate any Lender to obtain the funds for any Loan or Advance in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan or Advance in any
particular place or manner.


3.13         Failure to Charge Not Subsequent
Waiver.  Any decision by the
Administrative Agent or any Lender not to require payment of any interest
(including interest arising under Section 3.8), fee, cost or other amount
payable under any Loan Document, or to calculate any amount payable by a
particular method, on any occasion shall in no way limit or be deemed a waiver
of the Administrative Agent’s or such Lender’s right to require full payment of
any interest (including interest arising under Section 3.8), fee, cost or
other amount payable under any Loan Document, or to calculate an amount payable
by another method that is not inconsistent with this Agreement, on any other or
subsequent occasion.


3.14         Administrative Agent’s Right to
Assume Payments Will be Made by Borrower. 
Unless the Administrative Agent shall have been notified by Borrower
prior to the date on which any payment to be made by Borrower hereunder is due
that Borrower does not intend to remit such payment, the Administrative Agent
may, in its discretion, assume that Borrower has remitted such payment when so
due and the Administrative Agent may, in its discretion and in reliance upon
such assumption, make available to each Lender on such payment date an amount
equal to such Lender’s share of such assumed payment.  If Borrower has not in fact remitted such
payment to the Administrative Agent, each Lender shall forthwith on demand
repay to the Administrative Agent the amount of such assumed payment made
available to such Lender, together with interest thereon in respect of each day
from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the
Administrative Agent at the Federal Funds Rate.


3.15         Fee Determination Detail.  The Administrative Agent and each Lender
shall provide reasonable detail to Borrower regarding the manner in which the
amount of any payment of fees or costs to the Administrative Agent and the
Lenders, or that Lender, under Article 3 has been determined, concurrently
with demand for such payment.


3.16         Survival.  All of Borrower’s obligations under
Sections 3.5, 3.6, 3.7 and 11.22 shall survive for ninety days
following the date on which the Commitment is terminated, and all Loans
hereunder are fully paid.



 36
 









ARTICLE 4


REPRESENTATIONS AND WARRANTIES


Borrower
represents and warrants to the Creditors that:


4.1           Existence and Qualification;
Power; Compliance With Laws. 
Borrower is a corporation duly formed, validly existing and in good
standing under the Laws of Delaware (or, in the event any assignment of the
type described in the second sentence of Section 11.8(a) is made, is a limited
liability company duly formed, validly existing and in good standing under the
Laws of the jurisdiction of its formation). 
As of the Effective Date, Gaming & Entertainment has the ownership
interests in Borrower described in Schedule 4.1, is duly formed and in good
standing under the laws of its jurisdictions of formation. As of the Effective
Date, Gaming & Entertainment is the wholly-owned Subsidiary of Delaware
North Companies, Inc.  Borrower and each
other Obligor is duly qualified or registered to transact business and is in
good standing in each other jurisdiction in which the conduct of its business
or the ownership or leasing of its Properties makes such qualification or
registration necessary, except where the failure so to qualify or register and
to be in good standing may not reasonably be expected to have a Material
Adverse Effect.  Borrower and each other
Obligor has all requisite corporate or other organizational power and authority
to conduct its business, to own and lease its Properties and to execute and
deliver each Loan Document to which it is a party and to perform its
Obligations.  All outstanding shares of
the capital stock of Borrower and each other Obligor are duly authorized and
validly issued, fully paid and non-assessable, and no holder thereof has any
enforceable right of rescission under any applicable state or federal securities
Laws.  Borrower and each Subsidiary is in
compliance with all Laws and other legal requirements applicable to its
business, has obtained all authorizations, consents, approvals, orders,
licenses and permits from, and has accomplished all filings, registrations and
qualifications with, or obtained exemptions from any of the foregoing from, any
Governmental Agency that are necessary for the transaction of its business,
except where the failure so to comply, file, register, qualify or obtain
exemptions may not reasonably be expected to have a Material Adverse Effect.


4.2           Authority; Compliance With Other
Agreements and Instruments and Government Regulations.  The execution, delivery and performance of
the Loan Documents by Borrower and each Obligor, have been duly authorized by
all necessary corporate action, and do not and will not:


(a)           Require
any consent or approval not heretofore obtained of any director, stockholder,
security holder or (in the case of any Creditor except where the failure to
obtain any such creditor’s consent may not reasonably be expected to have any
Material Adverse Effect) any creditor of such Obligor;


(b)           Violate
or conflict with any provision of such Obligor’s articles of incorporation or
bylaws;


(c)           Except
to the extent contemplated by the Loan Documents, result in or require the
creation or imposition of any Lien or Right of Others upon or with respect to
any Property now owned or leased or hereafter acquired by such Obligor;



 37
 









(d)           Violate
any Requirement of Law applicable to such Obligor, in any material respect, or
in any event require any consent of the West Virginia Lottery Commission, the
West Virginia Racing Commission or any other Regulatory Board not heretofore
obtained;


(e)           Result
in a breach of or constitute a default under, or cause or permit the
acceleration of any obligation owed under, any indenture or loan or credit
agreement or any other Contractual Obligation involving Property or obligations
in excess of $1,000,000 to which Borrower or any of its Subsidiaries is a party
or by which Borrower or any of its Subsidiaries or any of its Property is bound
or affected;


and
neither Borrower, any of its Subsidiaries nor any other Obligor is in violation
of, or default under, any Requirement of Law or Contractual Obligation, or any
indenture, loan or credit agreement described in Section 4.2(e), in any
respect that may reasonably be expected to have a Material Adverse Effect.


4.3           No Governmental Approvals Required.  Except as set forth in Schedule 4.3 or
previously obtained or made, no material authorization, consent, approval,
order, license or permit from, or material filing, registration or
qualification with, any Governmental Agency is or will be required to authorize
or permit under applicable Laws the execution, delivery and performance by
Borrower, any other Obligor of the Loan Documents to which it
is a party.  All authorizations
from, or filings with, any Governmental Agency described in Schedule 4.3
will be accomplished as of the Effective Date or such other date as
is specified in Schedule 4.3.


4.4           Subsidiaries.  As of the Effective Date, Borrower does not
have any Subsidiaries which are not described on Schedule 4.4 and Borrower does
not own any capital stock, equity interest or debt security which is
convertible, or exchangeable, for capital stock or equity interests in any
Person.  Each such Subsidiary is a
corporation duly formed, validly existing and in good standing under the Laws
of its state of formation, is duly qualified or registered to transact business
and is in good standing in each other jurisdiction in which the conduct of its
business or the ownership or leasing of its Properties makes such qualification
or registration necessary, except where the failure so to qualify or register
and to be in good standing may not reasonably be expected to have Material
Adverse Effect.


4.5           Financial Statements.  Borrower has furnished the audited
consolidated financial statements of Borrower and its Subsidiaries for the
Fiscal Year ended December 31, 2006 to the Administrative Agent and the
Lenders, which financial statements fairly present the financial condition,
results of operations and changes in financial position of Borrower and its
Subsidiaries as of such date and for such period in conformity with Generally
Accepted Accounting Principles, consistently applied.


4.6           No Material Adverse Effects.  As of the Effective Date, no circumstance or
event has occurred that constitutes a Material Adverse Effect since
December 31, 2006.


4.7           Title to Property.  Borrower and its Subsidiaries have valid
title to the Property reflected in the financial statements described in
Section 4.5, other than immaterial items of Property and Property
subsequently sold or disposed of in the ordinary course of



 38
 









business,
free and clear of all Liens and Rights of Others, other than Permitted
Encumbrances, Permitted Rights of Others and Liens or Rights of Others
described in Schedule 6.8 or permitted by Section 6.8.


4.8           Intangible Assets.  Each of Borrower and its Subsidiaries owns,
or possesses the right to use to the extent necessary in its respective
business, all material trademarks, trade names, copyrights, patents, patent
rights, computer software, licenses and other Intangible Assets which are used
in the conduct of its business as now operated, and no such Intangible Asset,
to the best knowledge of Borrower, conflicts with the valid trademark, trade
name, copyright, patent, patent right or Intangible Asset of any other Person
to the extent that such conflict may reasonably be expected to have a Material
Adverse Effect.  Each registered patent,
trademark or copyright owned by Borrower and its Subsidiaries, or as to which
any of them is a licensee, is described on Schedule 4.8.


4.9           Intentionally Omitted.


4.10         Litigation.  Except as disclosed on Schedule 4.10,there
are no actions, suits, proceedings or investigations pending as to which
Borrower or any of its Subsidiaries have been served or have received notice
or, to the best knowledge of Borrower, threatened against or affecting Borrower
or any of its Subsidiaries or any Property of any of them (including the Real
Property) before any Governmental Agency, which may reasonably be expected to
have a monetary impact which is in excess of $1,000,000, and no such action,
suit, proceeding or investigation may reasonably be expected to have a Material
Adverse Effect.


4.11         Binding Obligations.  Each of the Loan Documents to which Borrower,
each other Obligor is a party will, when executed and delivered by such Person,
constitute the legal, valid and binding obligation of such Person, enforceable
against such Person in accordance with its terms, except as enforcement may be
limited by Debtor Relief Laws, Applicable Regulations or equitable principles
relating to the granting of specific performance and other equitable remedies
as a matter of judicial discretion.


4.12         No Default.  No event has occurred and is continuing that
is a Default or Event of Default.


4.13         ERISA.


(a)           With
respect to each Pension Plan:


(i)           such
Pension Plan complies in all material respects with ERISA and any other
applicable Laws to the extent that noncompliance may reasonably be expected to
have a Material Adverse Effect;


(ii)          such
Pension Plan has not incurred any “accumulated funding deficiency” (as defined
in Section 302 of ERISA) that may reasonably be expected to have a
Material Adverse Effect;


(iii)         no “reportable
event” (as defined in Section 4043 of ERISA) has occurred that may
reasonably be expected to have a Material Adverse Effect; and



 39
 









(iv)         neither
Borrower nor any of its Subsidiaries has engaged in any non-exempt “prohibited
transaction” (as defined in Section 4975 of the Code) that may reasonably
be expected to have a Material Adverse Effect.


(b)           Neither
Borrower nor any of its Subsidiaries has incurred or expects to incur any withdrawal
liability to any Multiemployer Plan that may reasonably be expected to have a
Material Adverse Effect.


4.14         Regulations T, U and X;
Investment Company Act.  No part of
the proceeds of any Loan hereunder will be used to purchase or carry, or to extend
credit to others for the purpose of purchasing or carrying, any Margin Stock in
violation of Regulations T, U and X. 
Neither Borrower nor any of its Subsidiaries is or is required to be
registered as an “investment company” under the Investment Company Act of 1940.


4.15         Disclosure.  No statement made by Borrower or any of its
Affiliates to the Administrative Agent or any Lender in connection with this
Agreement, or in connection with any Loan, as of the date thereof contained any
untrue statement of a material fact or omitted a material fact necessary to
make the statement made not misleading in light of all the circumstances
existing at the date the statement was made.


4.16         Tax Liability.  Borrower and its Subsidiaries have filed all
tax returns which are required to be filed, and have paid, or made provision
for the payment of, all taxes with respect to the periods, Property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are
being contested in good faith by appropriate proceedings and as to which
adequate reserves have been established and maintained and (b) immaterial
taxes so long as no material item or portion of Property of Borrower or any of
its Subsidiaries is in jeopardy of being seized, levied upon or forfeited.


4.17         Projections.  As of the Effective Date, to the best
knowledge of Borrower, the assumptions set forth in the Projections are
reasonable and consistent with each other and with all facts known to Borrower,
and the Projections are reasonably based on such assumptions.  Nothing in this Section shall be
construed as a representation or covenant that the Projections in fact will be
achieved.


4.18         Hazardous Materials.  Except as described in Schedule 4.18 or
except as would not individually or in the aggregate have a Material Adverse
Effect, (a) to the best knowledge of Borrower, none of Borrower nor any of
its Subsidiaries nor any of their affiliated predecessors in interest at any time
has disposed of, discharged, released or threatened the release of any
Hazardous Materials on, from or under any Real Property in violation of any
Hazardous Materials Law, (b) to the best knowledge of Borrower, no
condition exists that violates any Hazardous Material Law affecting any Real
Property, (c) to the best knowledge of Borrower, no Real Property nor any
portion thereof is or has been utilized by Borrower or any of its Subsidiaries
as a site for the manufacture of any Hazardous Materials and (d) to the
extent that any Hazardous Materials are used, generated or stored by Borrower
or any of its Subsidiaries on any Real Property, or transported to or from any
Real Property, such use, generation, storage and transportation are in
compliance in all material respects with all Hazardous Materials Laws.



 40
 









4.19         Applicable Regulations.  Borrower and its Subsidiaries are in
compliance in all material respects with all Applicable Regulations that are
applicable to them.


4.20         Security Interests.  Upon the execution and delivery thereof, each
of the Borrower Security Agreement and the Subsidiary Security Agreement will
create valid security interests in the Collateral described therein securing
the Obligations of the parties thereto, and all action necessary to perfect the
security interests so created, other than filing of the UCC-1 financing
statements delivered to the Administrative Agent pursuant to Section 8.2
with the appropriate Governmental Agency, shall have been taken and completed
to the fullest extent that such Liens may be perfected by filing.  Upon the making of such filings, the security
interests granted to the Administrative Agent by the Security Agreement will be
perfected and of first priority, subject only to the matters disclosed on
Schedule 6.8 or permitted by Section 6.8, to the fullest extent that such
Liens may be perfected by filing.


4.21         Solvency.  After giving effect to this Agreement and the
other Loan Documents (including after giving effect to Advances under this
Agreement as of the Effective Date), Borrower and each Subsidiary Guarantor is
and shall be Solvent.


4.22         Collateral and Guarantees.  The Obligations shall be guaranteed by the
Subsidiary Guarantors and secured by the Collateral pursuant to the Collateral
Documents.


4.23         Senior Indebtedness.  The Obligations shall be and hereby are
designated as “Senior Indebtedness” with respect to all Subordinated
Obligations and all payments with respect to any Subordinated Obligations shall
be subject to Section 6.1.



 41















ARTICLE 5


AFFIRMATIVE COVENANTS


(OTHER THAN INFORMATION AND

REPORTING REQUIREMENTS)


So
long as any Advance remains unpaid, any Letter of Credit remains outstanding or
any other Obligation remains unpaid or unperformed, or any portion of the
Commitment remains in force, Borrower shall cause each of its Subsidiaries and
each other Obligor to, unless the Administrative Agent (with the written
approval of the Requisite Lenders) otherwise consents:


5.1           Payment
of Taxes and Other Potential Liens. 
Pay and discharge promptly all taxes, assessments and governmental
charges or levies imposed upon any of them, upon their respective Property or
any part thereof and upon their respective income or profits or any part
thereof, except that Borrower and its Subsidiaries shall not be required to pay
or cause to be paid (a) any tax, assessment, charge or levy that is not
yet past due, or is being contested in good faith by appropriate proceedings so
long as the relevant entity has established and maintains adequate reserves for
the payment of the same or (b) any immaterial tax so long as no material
item or portion of Property of Borrower or any of its Subsidiaries is in
jeopardy of being seized, levied upon or forfeited.


5.2           Preservation
of Existence.  Preserve and maintain
their respective existences in the jurisdiction of their formation and all
material authorizations, rights, franchises, privileges, consents, approvals,
orders, licenses, permits, or registrations from any Governmental Agency that
are necessary for the transaction of their respective business, except where
the failure to so preserve and maintain the existence of any Subsidiary or such
authorizations would not constitute a Material Adverse Effect; and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective business or the
ownership or leasing of their respective Properties except where the failure to
so qualify or remain qualified would not constitute a Material Adverse Effect.


5.3           Maintenance
of Properties.  Maintain, preserve
and protect all of their respective depreciable Properties in good order and
condition, subject to wear and tear in the ordinary course of business, and not
permit any waste or unreasonable deterioration of their respective Properties,
except that the failure to maintain, preserve and protect a particular item of
depreciable Property that is not of significant value, either intrinsically or
to the operations of Borrower and its Subsidiaries, taken as a whole, shall not
constitute a violation of this covenant.


5.4           Maintenance
of Insurance.  Maintain liability,
casualty and other insurance (subject to customary deductibles and retentions)
with responsible insurance companies in such amounts and against such risks as
is carried by responsible companies engaged in similar businesses and owning
similar assets in the general areas in which Borrower and its Subsidiaries
operate.



 42
 









5.5           Compliance
With Laws.  Comply, within the time
period, if any, given for such compliance by the relevant Governmental Agency
or Agencies with enforcement authority, with all Requirements of Law
noncompliance with which constitutes a Material Adverse Effect, except that
Borrower and its Subsidiaries need not comply with a Requirement of Law then
being contested in good faith by appropriate proceedings.


5.6           Inspection
Rights.  Borrower shall permit the
Administrative Agent or any Lender, or any authorized employee, agent or
representative thereof, to examine, audit and make copies and abstracts from
the records and books of account of, and to visit and inspect the Properties
of, Borrower and its Subsidiaries and to discuss the affairs, finances and
accounts of Borrower and its Subsidiaries with any of their officers, key
employees or accountants.  All rights of
the Administrative Agent and the Lenders under this Section may be exercised
upon reasonable advance notice and at any time during regular business hours
and as often as reasonably requested (but not so as to materially interfere
with the business of Borrower or any of its Subsidiaries).  The costs of all such monitoring, examining,
auditing and inspection by and at the request of the Administrative Agent or
any Lender shall be borne by the Borrower, provided that when no Default or Event
of Default exists, Borrower shall not be obligated to reimburse the
Administrative Agent or the Lenders for the costs of more than one examination,
inspection or audit during any calendar year.


5.7           Keeping
of Records and Books of Account. 
Keep adequate records and books of account reflecting all financial
transactions in conformity with Generally Accepted Accounting Principles,
consistently applied, and in material conformity with all applicable
requirements of any Governmental Agency having regulatory jurisdiction over
Borrower or any of its Subsidiaries.


5.8           Compliance
With Agreements.  Promptly and fully
comply with all Contractual Obligations under all material agreements,
indentures, leases and/or instruments to which any one or more of them is a party,
whether such material agreements, indentures, leases or instruments are with a
Lender or another Person, except for any such Contractual Obligations
(a) the performance of which would cause a Default or (b) then being
contested by any of them in good faith by appropriate proceedings or if the
failure to comply with such agreements, indentures, leases or instruments does
not constitute a Material Adverse Effect.


5.9           Use
of Proceeds.  Use the proceeds of the
Loans for working capital, capital expenditures and other general corporate
purposes.


5.10         Hazardous
Materials Laws.  Keep and maintain
all Real Property and each portion thereof in compliance in all material
respects with all applicable Hazardous Materials Laws and promptly notify the
Administrative Agent in writing (attaching a copy of any pertinent written
material) of (a) any and all material enforcement, cleanup, removal or
other governmental or regulatory actions instituted, completed or threatened in
writing by a Governmental Agency pursuant to any applicable Hazardous Materials
Laws with regard to the Real Property, (b) any and all material claims
made or threatened in writing by any Person against Borrower or any of its
Subsidiaries relating to damage, contribution, cost recovery, compensation,
loss or injury resulting from any Hazardous Materials with regard to the Real
Property, and (c) any Senior Officer of Borrower receives written notice
or other clear evidence



 43
 









of any material occurrence or condition on any real
property adjoining or in the vicinity of such Real Property and affecting the
Real Property that may reasonably be expected to cause such Real Property or
any part thereof to be subject to any restrictions on the ownership, occupancy,
transferability or use of such Real Property under any applicable Hazardous
Materials Laws.



 44
 









ARTICLE 6


NEGATIVE COVENANTS


So
long as any Advance remains unpaid, any Letter of Credit remains outstanding or
any other Obligation remains unpaid or unperformed, or any portion of the
Commitment remains in force, Borrower shall not, and each shall not permit any
of its Subsidiaries or any other Obligor to, unless the Administrative Agent
(with the written approval of the Requisite Lenders or, if required by
Section 11.2, of all of the Lenders) otherwise consents:


6.1           Prepayment
of Indebtedness.  Prepay any
principal or interest on any other Indebtedness of Borrower or any of its
Subsidiaries (other than the Obligations) prior to the date when due, or make
any payment or deposit with any Person that has the effect of providing for the
satisfaction of any such Indebtedness of Borrower or any of its Subsidiaries
prior to the date when due, provided that Borrower may refinance any
outstanding Senior Unsecured Notes with Indebtedness permitted pursuant to
Section 6.9(e) herein at any time that no Default or Event of Default exists or
would result therefrom.


6.2           Prepayment of Certain Obligations.  Prepay any of the any amounts due under the
Administrative Services Agreement more than one month prior to the date when due,
or prepay any principal (including sinking fund payments) or any other amount
with respect to any Subordinated Obligation, or purchase or redeem any
Subordinated Obligation except when no Default or Event of Default exists or
would result therefrom, and then only to the extent permitted by the applicable
subordination provisions thereof.


6.3           Hostile Tender Offers.  Make any offer to purchase or acquire, or
consummate a purchase or acquisition of, 5% or more of the capital stock of any
corporation or other business entity if the board of directors or management of
such corporation or business entity has notified Borrower or any of its
Subsidiaries that it opposes such offer or purchase.


6.4           Mergers, Acquisitions, Sales of
Assets, Etc.  Wind up, liquidate or
dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of any of its property or assets in
a transaction which would constitute a Disposition, or enter into any sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any substantial part of the property or assets (other than
purchases or other acquisitions of inventory, materials and equipment in the
ordinary course of business) of any Person (or agree to do any of the foregoing
at any future time), except that, (i) to the extent that no Default or
Event of Default exists or would result therefrom, and (ii) as a result
thereof, no Change of Control has occurred, Borrower and its Subsidiaries may
(a) make sales of inventory in the ordinary course of business,
(b) sell or otherwise dispose of obsolete or worn-out equipment or
materials in the ordinary course of business, and (c) make the
Acquisitions contemplated by Section 6.16.


6.5           Distributions and Management Fees.  Make any Distribution, whether from capital,
income or otherwise, or pay any management fees or other amounts to the direct
or indirect owners of Borrower, in each case, whether in Cash or other Property
other than:



 45
 









(a)           Distributions from any Subsidiary of
Borrower to Borrower;


(b)           Distributions payable solely in
capital stock of Borrower of the same class as that to which such Distributions
are payable;


(c)           other Distributions made when no
Default or Event of Default exists to its parent in an amount equal to the net
cash proceeds received by Borrower in connection with any issuance of its
equity securities (after transactional expenditures and the amount of taxes
reasonably anticipated by Borrower to be payable by Borrower in connection with
such transactions) provided such proceeds are not required to be used to
prepay Obligations pursuant to Section 3.2;


(d)           Permitted Tax Distributions; and


(e)           Other Distributions made when no
Default or Event of Default exists or would result therefrom, provided
that, giving pro  forma effect to the making of such Distribution
as of the last day of the then most recently ended Fiscal Quarter, Borrower is
in pro  forma compliance with Section 6.14.


6.6           ERISA.  (a) At any time, permit any Pension Plan
to:  (i) engage in any non-exempt
“prohibited transaction” (as defined in Section 4975 of the Code);
(ii) fail to comply with ERISA or any other applicable Laws;
(iii) incur any material “accumulated funding deficiency” (as defined in
Section 302 of ERISA); or (iv) terminate in any manner, which, with
respect to each event listed above, may reasonably be expected to result in a
Material Adverse Effect, or (b) withdraw, completely or partially, from
any Multiemployer Plan if to do so may reasonably be expected to result in a
Material Adverse Effect.


6.7           Change in Nature of Business.  Make any material change in the nature of the
business of Borrower and its Subsidiaries, taken as a whole or engage (directly
or indirectly) in any business other than the operation of the present Wheeling
Island racing, gaming and entertainment facilities, and reasonably related
businesses at the same general locations.


6.8           Liens and Negative Pledges.
Create, incur, assume or suffer to exist any Lien or Negative Pledge upon or
with respect to any property or assets (real or personal, tangible or
intangible) whether now owned or hereafter acquired, or sell any such property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts receivable with
recourse to Borrower or any of its Subsidiaries), or assign any right to
receive income or permit the filing of any financing statement under the
Uniform Commercial Code or any other similar notice of Lien under any similar
recording or notice statute, other than:


(a)           Permitted Encumbrances;


(b)           Liens and Rights of Others disclosed
on Schedule 6.8; and


(c)           Purchase money Liens securing
Indebtedness permitted by Section 6.9(c)



 46
 









6.9           Indebtedness.  Contract, create, incur, assume or suffer to
exist any Indebtedness, except:


(a)           Indebtedness incurred pursuant to
this Agreement and the other Loan Documents; and


(b)           Indebtedness outstanding on the
Effective Date and described on Schedule 6.9, without giving effect to any
subsequent extension, renewal or refinancing thereof except to the extent set
forth on Schedule 6.9, provided that the aggregate principal amount of the
Indebtedness to be extended, renewed or refinanced does not increase from that
amount outstanding at the time of any such extension, renewal or refinancing;


(c)           Purchase money Indebtedness, provided
that the aggregate principal amount of such Indebtedness which is incurred
during the term of this Agreement does not exceed $7,500,000;


(d)           The Senior Unsecured Notes;


(e)           Indebtedness which is unsecured and
which is incurred to refinance or repay any outstanding Senior Unsecured Notes,
provided that giving effect to the incurrence of such Indebtedness that no
Default or Event of Default exists on a pro forma basis; and


(f)            Indebtedness consisting of
obligations (contingent or otherwise) existing or arising under any Swap
Agreement, provided that (i) such obligations are (or were) entered into by
such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with fluctuations in interest rates or foreign
exchange rates and (ii) such Swap Agreement does not contain any provision
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party.


6.10         Contingent Obligations.  Guarantee or assume to agree to become liable
in any way, either directly or indirectly, for any additional Indebtedness or
liabilities of others except to endorse checks or drafts in the ordinary course
of business, or otherwise assume any Contingent Obligation.


6.11         New Subsidiaries.  Permit Borrower or any of its Subsidiaries to
establish, create or acquire any Subsidiary without the consent of the
Administrative Agent and the Requisite Lenders, which consent shall not be
unreasonably withheld.


6.12         Transactions with Affiliates.  Enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of Borrower or any of its Subsidiaries, other than in the
ordinary course of business and on terms and conditions substantially as
favorable to Borrower or such Subsidiary of Borrower as would reasonably be
obtained at that time in a comparable arm’s-length transaction with a
Person other than an Affiliate, except for (a) Distributions and other
amounts paid in accordance with Section 6.5 and Investments permitted by
Section 6.16(c), and (b) payment of amounts accrued following the
Effective Date in accordance with the Administrative Services Agreement.



 47
 









6.13         Leverage Ratio.  Permit the Leverage Ratio as of the last day
of any Fiscal Quarter (commencing with the first Fiscal Quarter ending after
the Effective Date) to exceed the ratio of 4.00:1.00.


6.14         Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio as of
the last day of any Fiscal Quarter (commencing with the first Fiscal Quarter
ending after the Effective Date) to be less than 1.50:1.00.


6.15         Capital Expenditures.  Make or commit to make any Capital Expenditure
other than:


(a)           Capital Expenditures associated with
the growth of Wheeling Downs in an aggregate amount that does not exceed
$20,000,000 in any Fiscal Year;


(b)           Maintenance Capital Expenditures in
an aggregate amount not to exceed $7,500,000 in any Fiscal Year; and


(c)           other Capital Expenditures in an
aggregate amount not to exceed $10,000,000 in any Fiscal Year.


6.16         Acquisitions and Investments.  Make any Acquisition or make any Investment,
other than:


(a)           Investments in Subsidiaries;


(b)           Investments in Cash Equivalents; and


(c)           Investments made in Indebtedness of
Delaware North when no Default or Event of Default exists or would result
therefrom in an aggregate amount not to exceed $20,000,000, provided
that (i) as of the last day of the then most recently ended Fiscal Quarter, and
after giving pro forma effect to the making of the Investment as of that
date, the Leverage Ratio shall be less than 3.00:1.00, (ii) no Loans or Letters
of Credit shall be outstanding hereunder as of the date of the making of such
Investment, and (iii) concurrently with the making of such Investment, Borrower
shall obtain a negotiable promissory note having a maturity of not more than
two years (subject to provisions allowing its renewal for periods resulting in
its remaining life to maturity being not in excess of two years) evidencing
such Investment and bearing a market rate of interest, which shall contain a
conspicuous legend stating that it is subject to a lien in favor of the
Administrative Agent.


6.17         New Subsidiaries.  Fail to cause any Person which hereafter
becomes a Subsidiary of Borrower to execute and deliver to the Administrative
Agent (a) a joinder to the Subsidiary Guaranty, a joinder to the
Subsidiary Security Agreement and, to the extent that Person owns any Property
of the type described therein, (b) a joinder to the Trademark Security
Agreement, and (c) to deliver the certificates evidencing all equity
interests in such Subsidiary to the Administrative Agent in pledge pursuant to
the Security Agreement.


6.18         Senior Unsecured Notes.  Except in connection with the permitted
prepayment or refinancing of the Senior Unsecured Notes pursuant to Section
6.1, amend the



 48
 









terms or conditions of
the Senior Unsecured Notes, the Indenture or other material transaction document
relating to the Senior Unsecured Notes in any respect that is materially
adverse to the interests of the Lenders.



 49
 









ARTICLE 7


INFORMATION AND REPORTING REQUIREMENTS


7.1           Financial and Business Information.  So long as any Advance remains unpaid, any
Letter of Credit remains outstanding, or any other Obligation remains unpaid or
unperformed, or any portion of the Commitment remains in force, Borrower shall,
unless the Administrative Agent (with the written approval of the Requisite
Lenders) otherwise consents, at their sole expense, deliver to the
Administrative Agent, a sufficient number of copies for all of the Lenders, of
the following:


(a)           Within
45 days after the close of the first three quarterly accounting periods in
each fiscal year of Borrower, (i) financial statements for Borrower and
its Subsidiaries for such quarterly accounting period, which statements shall
include the consolidated balance sheet of Borrower and its Subsidiaries as at
the end of such quarterly accounting period and the related consolidated
statement of income and retained earnings and statement of cash flows for the
elapsed portion of the fiscal year ended with the last day of such quarterly
accounting period, in each case setting forth comparative figures for the
related periods in the prior fiscal year, all of which shall be certified by
the Chief Financial Officer of Borrower, subject to normal year-end audit
adjustments and (ii) a management narrative of the important operational
and financial developments during the year-to-date period;


(b)           Within
120 days after the close of each fiscal year of Borrower, (i) financial
statements for Borrower and its Subsidiaries for such fiscal year, which
statements shall include the consolidated balance sheet of Borrower and its
Subsidiaries as at the end of such fiscal year and the related consolidated
statement of income and retained earnings and of cash flows for such fiscal
year setting forth comparative figures for the preceding fiscal year, and (ii)
a management narrative of the important operational and financial developments
during the respective fiscal year.  The
financial statements referred to in clause (i) shall be prepared in accordance
with Generally Accepted Accounting Principles, consistently applied,
accompanied by a report and opinion of Ernst & Young, or other independent
public accountants of recognized national standing selected by Borrower and
reasonably satisfactory to the Requisite Lenders, which report shall be based
on an audit conducted in accordance with generally accepted auditing standards
as at such date, and which opinion shall be an unqualified opinion.


(c)           Promptly
after Borrower’s or any of its Subsidiaries’ receipt thereof, a copy of the “management
letter” (if any) received from its certified public accountants and management’s
response thereto.


(d)           As
promptly as practicable and in any event no later than 90 days following
the first day of each fiscal year of Borrower, a budget in form satisfactory to
the Administrative Agent (including budgeted statements of income and sources
and uses of cash and balance sheets) prepared by Borrower for each of the
months of such fiscal year prepared in detail;


(e)           As
promptly as practicable and in any event no later than 90 days following
the first day of each fiscal year of Borrower, a capital expenditure budget in
form and



 50
 









content
satisfactory to the Administrative Agent prepared by Borrower for each of the
months of such fiscal year prepared in detail;


(f)            Intentionally
omitted;


(g)           Promptly
after request by the Administrative Agent or any Lender, copies of any detailed
audit reports, management letters or recommendations submitted to Borrower by
independent accountants in connection with the accounts or books of Borrower or
any of its Subsidiaries, or any audit of any of them;


(h)           Promptly
after the filing or delivery thereof, copies of all financial information,
proxy materials and reports, if any, which Borrower or any of its Subsidiaries
shall publicly file with the Securities and Exchange Commission or its
Successors or deliver to holders of its Indebtedness pursuant to the terms of
the documentation governing such Indebtedness (or any trustee, agent or other
representative therefor);


(i)            Promptly
after the same are available, copies of any written communication to Borrower
or any Subsidiary of Borrower from any Regulatory Board advising it of a
violation of or non-compliance with any Applicable Regulation by Borrower or
any Subsidiary of Borrower;


(j)            Notice
in writing within 30 days after any change of Borrower’s senior management
personnel;


(k)           Promptly
after an officer of any Party obtains knowledge thereof, notice of one or more
of the following environmental matters, unless such environmental matters could
not, individually or when aggregated with all other such environmental matters,
be reasonably expected to materially and adversely affect the business,
operations, property, assets, liabilities, condition (financial or otherwise)
or prospects of Borrower and its Subsidiaries taken as a whole:


(i)            any
pending or threatened Environmental Claim against Borrower or any of its
Subsidiaries or any Real Property owned or operated by Borrower or any of its
Subsidiaries;


(ii)           any
condition or occurrence on or arising from any Real Property owned or operated
by Borrower or any of its Subsidiaries that (a) results in noncompliance
by Borrower or any of its Subsidiaries with any applicable Environmental Law or
(b) could be expected to form the basis of an Environmental Claim against
Borrower or any of its Subsidiaries or any such Real Property;.


(iii)          any
condition or occurrence on any Real Property owned or operated by Borrower or
any of its Subsidiaries that could be expected to cause such Real Property to
be subject to any restrictions on the ownership, occupancy, use or transferability
by Borrower or any of its Subsidiaries of such Real Property under any
Environmental Law; and


(iv)          the
taking of any removal or remedial action in response to the actual or alleged
presence of any Hazardous Material on any Real Property owned or operated by
Borrower or any of its Subsidiaries as required by any Environmental Law or any
governmental



 51
 









or
other administrative agency; provided, that in any event Borrower shall
deliver to each Lender all notices received by Borrower or any of its Subsidiaries
from any government or governmental agency under, or pursuant to, CERCLA which
identify Borrower or any of its Subsidiaries as potentially responsible parties
for remediation costs or which otherwise notify Borrower or any of its
Subsidiaries of potential liability under CERCLA.


All such notices shall
describe in reasonable detail the nature of the claim, investigation,
condition, occurrence or removal or remedial action and Borrower’s or such
Subsidiary’s response thereto.


(l)            Promptly after (i) Borrower or
any of its Subsidiaries receives any correspondence or other written
communication from any Regulatory Board (other than correspondence relating to
routine operating matters of Borrower or any of its Subsidiaries in the
ordinary course of business) or (ii) Borrower or any of its Subsidiaries
delivers any correspondence or other written communication to any Regulatory
Board (other than correspondence relating to routine operating matters of
Borrower or any of its Subsidiaries), Borrower shall deliver copies of any such
correspondence or other written communication to each of the Lenders;


(m)          Promptly after request by the
Administrative Agent or any Lender, copies of any other material report or
other document that was filed by Borrower or any of its Subsidiaries with any
Governmental Agency;


(n)           Promptly, and in any event within ten
Business Days upon a Senior Officer becoming aware, of the occurrence of any
(i) ”reportable event” (as such term is defined in Section 4043 of
ERISA) or (ii) ”prohibited transaction” (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code) in connection with
any Pension Plan or any trust created thereunder, telephonic notice specifying
the nature thereof, and, no more than five Business Days after such telephonic
notice, written notice again specifying the nature thereof and specifying what
action Borrower or any of its Subsidiaries is taking or proposes to take with
respect thereto, and, when known, any action taken by the Internal Revenue
Service with respect thereto;


(o)           Promptly upon, and in any event
within five Business Days after an officer of any Party obtains knowledge
thereof, notice of the occurrence of any event which constitutes a Default or
an Event of Default; and


(p)           Such other data and information as
from time to time may be reasonably requested by the Administrative Agent, any
Lender (through the Administrative Agent) or the Requisite Lenders.


7.2           Compliance Certificates.  For so long as any Advance remains unpaid,
any Letter of Credit remains outstanding any other Obligation remains unpaid or
unperformed, or any portion of the Commitment remains outstanding, Borrower
shall deliver to the Administrative Agent for distribution by it to the Lenders
concurrently with the financial statements required pursuant to
Sections 7.1(a) and (b) a properly completed Compliance Certificate
signed by a Senior Officer.



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ARTICLE 8


CONDITIONS


8.1           The Effective Date.  The effectiveness of the amendment and
restatement of this Agreement is subject to the following conditions precedent,
each of which shall be satisfied prior to the effectiveness hereof (unless all
of the Lenders, in their sole and absolute discretion, shall agree otherwise):


(a)           The
Administrative Agent shall have received all of the following, each of which
shall be originals unless otherwise specified, each properly executed by a
Responsible Official of each party thereto, each dated as of the Effective Date
and each in form and substance satisfactory to the Administrative Agent and its
legal counsel (unless otherwise specified or, in the case of the date of any of
the following, unless the Administrative Agent otherwise agrees or directs):


(1)           executed
counterparts of this Agreement, sufficient in number for distribution to the
Lenders and Borrower;


(2)           a
Consent of Guarantors in the form attached hereto, duly executed by each of the
Subsidiary Guarantors; and


(3)           a
Consent of Indemnitors in the form attached hereto, duly executed by each party
thereto.


8.2           Initial Advance.  The obligation of each Lender to make the
initial Advance (including, without limitation, the obligation of the Issuing
Lender to issue any Letter of Credit) to be made by it on or following the date
of this Agreement is subject to the following conditions precedent:


(a)           The
Administrative Agent shall have received all of the following, each of which
shall be originals unless otherwise specified, each properly executed by a
Responsible Official of each party thereto, and each in form and substance
satisfactory to the Administrative Agent and its legal counsel (unless
otherwise specified or, in the case of the date of any of the following, unless
the Administrative Agent otherwise agrees or directs):


(1)           Notes
issued to each Lender in the principal amount of that Lender’s Pro Rata Share;


(2)           the
Deeds of Trust executed by Borrower and Wheeling Land Development Corporation
in forms which are suitable for recordation in the relevant West Virginia
recorder’s offices, extending the term of the Loan Agreement to the Maturity
Date, and reducing the amount of the Commitment secured thereby;


(3)           the
Reaffirmation and Amendment to Amended and Restated Guaranty, executed by each
Subsidiary of Borrower and by Administrative Agent;



 53
 









(4)           the
Reaffirmation and Amendment to Amended and Restated Subsidiary Security
Agreement, executed by each Subsidiary of Borrower and by the Administrative
Agent;


(5)           the
Reaffirmation and Amendment to Amended and Restated Borrower Security
Agreement, executed by Borrower and by the Administrative Agent;


(6)           the
Reaffirmation and Amendment to Environmental Indemnity Agreement, executed by
Borrower and by Wheeling Land Development Corp.;


(7)           such
documentation with respect to Borrower, each Subsidiary Guarantor and each
other Obligor as the Administrative Agent may require to establish its due
organization, valid existence and good standing, its qualification to engage in
business in each material jurisdiction in which it is engaged in business or
required to be so qualified, its authority to execute, deliver and perform the
Loan Documents, the identity, authority and capacity of each Responsible
Official thereof authorized to act on its behalf, including certified
copies of articles of incorporation and amendments thereto, bylaws and
amendments thereto, certificates of good standing and/or qualification to
engage in business, tax clearance certificates, certificates of corporate resolutions,
and incumbency certificates; and


(8)           such
assurances as the Administrative Agent deems appropriate that the relevant
Governmental Agencies and Regulatory Boards have approved the credit facilities
to be provided hereunder to the extent that such approval is required by
Applicable Regulations.


(b)           The
Administrative Agent shall have received assurances of the recordation of the
Deeds of Trust acceptable to it from First American Title Insurance Company,
together with its commitment to issue its ALTA lenders policy of title
insurance in the amount of $15,000,000 with such endorsements to coverage and
exceptions from coverage as the Administrative Agent may request.


(c)           Evidence
that the security interests of the Administrative Agent in the Collateral are
of first priority.


(d)           Borrower
and the other Obligors shall be in compliance with all the terms and provisions
of the Loan Documents, and no Default or Event of Default shall have occurred
and be continuing.


(e)           The
fees due and payable pursuant to Article 3 shall have been paid.


(f)            Delivery
of all financial statements as set forth in Article 7.


(g)           Intentionally
omitted.


(h)           Receipt
by the Administrative Agent of a lenders loss payable endorsement indicating
insurance coverages acceptable to the Lender.



 54
 









(i)            The
West Virginia State Lottery Commission shall have approved this Agreement and
the other Loan Documents in accordance with the requirements of W.Va.
Code §29-22a-7(a)(5).


(j)            Intentionally
omitted.


(k)           All
legal matters relating to the Loan Documents shall be reasonably satisfactory
to Sheppard, Mullin, Richter & Hampton, LLP, special counsel to the
Administrative Agent.


(l)            Intentionally
omitted.


(m)          Except
as disclosed by the Obligors and approved in writing by the Requisite Lenders,
the representations and warranties contained in Article 4 (other than the
representations set forth in Sections 4.4, 4.10 and 4.17) shall be true
and correct on the date of such Advance as though made on that date.


(n)           No
Material Adverse Effect shall have occurred since December 31, 2006.


(o)           Except
as provided for in Section 2.1(g), the Administrative Agent shall have
timely received a Request for Loan in compliance with Article 2 (or
telephonic or other request for Loan referred to in the second sentence of Section 2.1(b),
if applicable) or, in the appropriate case, a Request for Letter of Credit.


(p)           The
Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Requisite
Lenders reasonably may require.


8.3           Any
Advance.  The obligation of each
Lender to make any Advance which would increase the outstanding principal
Indebtedness evidenced by the Notes and the obligation of the Lenders to make
any LIBOR Loan is subject to the conditions precedent that:


(a)           except
as disclosed by the Obligors and approved in writing by the Requisite Lenders,
the representations and warranties contained in Article 4 (other than the
representations set forth in Sections 4.4, 4.10 and 4.17) shall be true and
correct on the date of such Advance as though made on that date;


(b)           There
shall not be any pending or threatened action, suit, proceeding or
investigation affecting Borrower or any of its Subsidiaries before any
Governmental Agency that constitutes a Material Adverse Effect;


(c)           except
as provided for in Section 2.1(g), the Administrative Agent shall have timely
received a Request for Loan in compliance with Article 2 (or telephonic or
other request for Loan referred to in the second sentence of Section 2.1(b), if
applicable) or, in the appropriate case, a Request for Letter of Credit;



 55
 









(d)           no
Default or Event of Default shall have occurred and remain continuing or will result
from such Advance; and


(e)           the
Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Requisite
Lenders reasonably may require.



 56
 









ARTICLE 9


EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT


9.1           Events of Default.  The existence or occurrence of any one or
more of the following events, whatever the reason therefor and under any circumstances
whatsoever, shall constitute an Event of Default:


(a)           Borrower
fails to pay any principal on any of the Notes, or any portion thereof, on the
date when due; or


(b)           Borrower
fails to pay any interest on any of the Notes within two Business Days after
the date when due; or fails to pay promptly any other fee or amount payable to
the Lenders under any Loan Document, or any portion thereof after demand
therefor; or


(c)           Borrower
fails to comply with any of the covenants contained in Article 6; or


(d)           Borrower
or any other Obligor fails to perform or observe any other covenant or
agreement (not specified in clauses (a), (b) or (c) above) contained in
any Loan Document on its part to be performed or observed within
ten Business Days after the giving of notice by the Administrative Agent
on behalf of the Requisite Lenders of such Default; or


(e)           Any
representation or warranty of Borrower or any other Obligor made in any Loan
Document, or in any certificate or other writing delivered by Borrower pursuant
to any Loan Document, proves to have been incorrect when made or reaffirmed; or


(f)            Borrower
or any of its Subsidiaries (i) fails to pay the principal, or any
principal installment, of any present or future Indebtedness for borrowed money
of $5,000,000 or more, or any guaranty of present or future Indebtedness for
borrowed money of $5,000,000 or more, on its part to be paid, when due (or
within any stated grace period), whether at the stated maturity, upon
acceleration, by reason of required prepayment, the exercise of any “put”
exercised by the holder of such Indebtedness or otherwise or (ii) fails to
perform or observe any other term, covenant or agreement on its part to be
performed or observed, or suffers any event to occur, in connection with any
present or future Indebtedness for borrowed money of $5,000,000 or more, or of
any guaranty of present or future indebtedness for borrowed money of $5,000,000
or more, if as a result of such failure or sufferance any holder or holders
thereof (or an agent or trustee on its or their behalf) has the right to
declare such indebtedness due before the date on which it otherwise would
become due; or


(g)           Any
event occurs which gives the holder or holders of any Subordinated Obligation
(or an agent or trustee on its or their behalf) the right to declare such
Subordinated Obligation due before the date on which it otherwise would become
due, or the right to require the issuer thereof to redeem or purchase, or offer
to redeem or purchase, all or any portion of any Subordinated Obligation; or


(h)           Any Loan Document, at any time after
its execution and delivery and for any reason other  than the
agreement of the Lenders or satisfaction in full of all the Obligations



 57
 









ceases to be in full force and effect or is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
respect which, in any such event in the reasonable opinion of the Requisite
Lenders, is materially adverse to the interests of the Lenders; or any Obligor
or other party thereto denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
same; or


(i)            A
final judgment against Borrower or any of its Subsidiaries is entered for the
payment of money in excess of $1,000,000 (other than any money judgment covered
in full by insurance) and, absent procurement of a stay of execution, such
judgment remains unsatisfied for sixty calendar days after the date of entry of
judgment, or in any event later than five days prior to the date of any
proposed sale thereunder; or any writ or warrant of attachment or execution or
similar process is issued or levied against all or any part of the Property of
any such Person and is not released, vacated or fully bonded within sixty
calendar days after its issue or levy; or


(j)            Borrower
or any of its Subsidiaries institutes or consents to the institution of any
proceeding under a Debtor Relief Law relating to it or to all or any part of
its Property, or is unable or admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any part of its Property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of that Person and the appointment continues
undischarged or unstayed for sixty calendar days; or any proceeding under a
Debtor Relief Law relating to any such Person or to all or any part of its
Property is instituted without the consent of that Person and continues
undismissed or unstayed for sixty calendar days; or


(k)           The
occurrence of an Event of Default (as such term is or may hereafter be
specifically defined in any other Loan Document) under any other Loan Document;
or


(l)            Any
determination is made by a court of competent jurisdiction that any
Subordinated Obligation is not subordinated in accordance with its terms to the
Obligations; or


(m)          Any
Pension Plan maintained by Borrower or any of its Subsidiaries is determined to
have an “accumulated funding deficiency” as that term is defined in
Section 302 of ERISA and the result is a Material Adverse Effect; or


(n)           The
occurrence of any License Revocation which results in the legal inability of
Borrower to operate video lottery terminals or slot machines at Wheeling Downs
for a period of five consecutive calendar days; or


(o)           The
occurrence of any Change of Control; or


(p)           Intentionally
omitted.


(q)           any
event occurs which gives the holders of any Senior Unsecured Note (or an agent
or trustee on its or their behalf) the right to require the issuer to redeem or
purchase, or offer to redeem or purchase, all or any portion of the Senior
Unsecured Notes which are in excess of $5,000,000.



 58
 









9.2           Remedies Upon Event of Default.  Without limiting any other rights or remedies
of the Administrative Agent or the Lenders provided for elsewhere in this
Agreement, or in the other Loan Documents, or by applicable Law, or in equity,
or otherwise:


(a)           Upon
the occurrence, and during the continuance, of any Event of Default other
than an Event of Default described in Section 9.1(j):


(1)           the
Commitment to make Advances and issue Letters of Credit and all other
obligations of the Creditors to the Obligors and all rights of Borrower and the
other Obligors under the Loan Documents shall be suspended without notice to or
demand upon Borrower, which are expressly waived by Borrower, except
that all of the Lenders or the Requisite Lenders (as the case may be, in
accordance with Section 11.2) may waive an Event of Default or, without
waiving, determine, upon terms and conditions satisfactory to the Lenders or
Requisite Lenders, as the case may be, to reinstate the Commitment and make
further Advances and issue further Letters of Credit, which waiver or
determination shall apply equally to, and shall be binding upon, all the
Lenders; and


(2)           the
Issuing Lender may demand immediate payment by Borrower of an amount equal to
the aggregate amount of all outstanding Letters of Credit to be held by the
Issuing Lender as collateral hereunder; and


(3)           the
Requisite Lenders may request the Administrative Agent to, and the
Administrative Agent thereupon shall, terminate the Commitment and may declare
all or any part of the unpaid principal of the Notes, all interest accrued and
unpaid thereon and all other amounts payable under the Loan Documents to be
forthwith due and payable, whereupon the same shall become and be forthwith due
and payable, without protest, presentment, notice of dishonor, demand or
further notice of any kind, all of which are expressly waived by Borrower.


(b)           Upon
the occurrence of any Event of Default described in Section 9.1(j):


(1)           the
Commitment to make Advances and issue Letters of Credit, and all other
obligations of the Creditors to the Obligors and all rights of Borrower and any
other Obligors under the Loan Documents shall terminate without notice to or
demand upon Borrower, which are expressly waived by Borrower, except
that all the Lenders may waive the Event of Default or, without waiving,
determine, upon terms and conditions satisfactory to all the Lenders, to
reinstate the Commitment and make further Advances and issue further Letters of
Credit, which determination shall apply equally to, and shall be binding upon,
all the Lenders; and


(2)           an
amount equal to the aggregate amount of all outstanding Letters of Credit shall
be immediately due and payable to the Issuing Lender without notice to or
demand upon Borrower or any Co-Borrower, which are expressly waived by Borrower
and the Co-Borrowers, to be held by the Issuing Lender in an interest-bearing
cash collateral account as collateral hereunder; and


(3)           the unpaid principal of all Notes,
all interest accrued and unpaid thereon and all other amounts payable under the
Loan Documents shall be forthwith due and



 59
 









payable, without protest, presentment, notice of dishonor, demand or
further notice of any kind, all of which are expressly waived by Borrower.


(c)           Upon
the occurrence and during the continuance of any Event of Default, the Lenders
and the Administrative Agent, or any of them, without notice to (except
as expressly provided for in any Loan Document) or demand upon Borrower, which
are expressly waived by Borrower (except as to notices expressly
provided for in any Loan Document), may proceed (but only with the consent of
the Requisite Lenders) to protect, exercise and enforce their rights and
remedies under the Loan Documents against Borrower and any other Obligor and
such other rights and remedies as are provided by law or equity.  In the event that the Administrative Agent
provides any notice to the Borrower of the occurrence of any Event of Default
hereunder, the Administrative Agent agrees for the benefit of the West Virginia
State Lottery Commission and the West Virginia Racing Commission that it shall
provide concurrent notice to the West Virginia State Lottery Commission and the
West Virginia Racing Commission thereof (and the Borrower hereby consents to
the giving of such notice), provided that the Borrower shall not have
any rights under this sentence.  All such
notices shall be provided to the West Virginia Lottery Commission and the West
Virginia Racing Commission at the following addresses:


West Virginia
Lottery

312 MacCorkle Avenue S.E.

Charleston, WV  25327


West Virginia
Racing Commission

State of West Virginia Department of Tax and Revenue

106 Dee Drive

Charleston, WV  25311


(d)           The
order and manner in which the Lenders’ rights and remedies are to be exercised
shall be determined by the Requisite Lenders in their sole discretion, and all
payments received by the Administrative Agent and the Lenders, or any of them,
shall be applied first to the costs and expenses (including reasonable
attorneys’ fees and disbursements and the reasonably allocated costs of
attorneys employed by the Administrative Agent or by any Lender) of the
Administrative Agent and of the Lenders, and thereafter paid pro rata to the
Lenders in the same proportions that the aggregate Obligations owed to each
Lender under the Loan Documents bear to the aggregate Obligations owed under
the Loan Documents to all the Lenders, without priority or preference among the
Lenders.  Regardless of how each Lender
may treat payments for the purpose of its own accounting, for the purpose of
computing Borrower’s Obligations hereunder and under the Notes, payments shall
be applied first, to the costs and expenses of the Administrative Agent
and the Lenders, as set forth above, second, to the payment of accrued
and unpaid interest due under any Loan Documents to and including the date of
such application (ratably, and without duplication, according to the accrued
and unpaid interest due under each of the Loan Documents), and third, to
the payment of all other amounts (including principal and fees) then owing to
the Administrative Agent or the Lenders under the Loan Documents.  No application of payments will cure any
Event of Default, or prevent acceleration, or continued acceleration, of
amounts payable under the Loan Documents, or prevent the exercise, or



 60
 









continued exercise, of rights or remedies of the Lenders hereunder or
thereunder or at Law or in equity.



 61















ARTICLE 10


THE ADMINISTRATIVE AGENT


10.1         Appointment and Authorization.  Subject to Section 10.8, each Creditor
hereby irrevocably appoints and authorizes the Administrative Agent to take
such action as administrative agent on its behalf and to exercise such powers
under the Loan Documents as are delegated to the Administrative Agent by the
terms thereof or are reasonably incidental, as determined by the Administrative
Agent, thereto.  This appointment and
authorization is intended solely for the purpose of facilitating the servicing
of the Loans and does not constitute appointment of the Administrative Agent as
a trustee or agent for any Lender or as representative of any Lender for any
other purpose and, except as specifically set forth in the Loan Documents to
the contrary, the Administrative Agent shall take such action and exercise such
powers only in an administrative and ministerial capacity.


10.2         Administrative Agent and Affiliates.  Bank of America (and each successor
Administrative Agent) has the same rights and powers under the Loan Documents
as any other Lender and may exercise the same as though it were not the
Administrative Agent, and the term “Lender” or “Lenders” includes Bank of
America in its individual capacity.  Bank
of America (and each successor Administrative Agent) and its Affiliates may
accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with Borrower or any of its Subsidiaries as if
it were not the Administrative Agent and without any duty to account therefor
to the other Creditors.  Bank of America
(and each successor Administrative Agent) need not account to any other
Creditor for any monies received by it for reimbursement of its costs and expenses
as Administrative Agent hereunder, or for any monies received by it in its
capacity as a Lender hereunder.  The
Administrative Agent shall not be deemed to hold a fiduciary trust or other
special relationship or any other special relationship with any other Creditor
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent.


10.3         Proportionate Interest in any
Collateral.  The Administrative
Agent, on behalf of all the Creditors, shall hold in accordance with the Loan
Documents all items of any collateral or interests therein received or held by
the Administrative Agent.  Subject to the
Administrative Agent’s right to reimbursement for its costs and expenses
hereunder (including reasonable attorneys’ fees and disbursements and other
professional services and the reasonably allocated costs of attorneys employed
by the Administrative Agent) and subject to the application of payments in
accordance with Section 9.2(d), each Lender shall have an interest in the
Collateral or interests therein in the same proportions that the aggregate
Obligations owed such Lender under the Loan Documents bear to the aggregate
Obligations owed under the Loan Documents to all the Lenders, without priority
or preference among the Lenders.


10.4         Lenders’ Credit Decisions.  Each Creditor agrees that it has,
independently and without reliance on any other Creditor or the directors,
officers, agents, employees or attorneys thereof, and instead in reliance upon
information supplied to it by or on behalf of the Obligors and upon such other
information as it has deemed appropriate, made its own independent credit
analysis and decision to enter into this Agreement.  Each Lender agrees that it



 62
 









shall,
independently and without reliance upon any other Creditor or the directors,
officers, agents, employees or attorneys thereof, continue to make its own
independent credit analyses and decisions in acting or not acting under the
Loan Documents.


10.5         Action by Administrative Agent.


(a)           Absent
actual knowledge of the Administrative Agent of the existence of a Default or
Event of Default, the Administrative Agent may assume that no Default or Event
of Default has occurred and is continuing, unless the Administrative Agent has
received notice from the Obligors stating the nature of the Default or has
received notice from a Lender stating the nature of the Default and that such
Lender considers the Default to have occurred and to be continuing.


(b)           The
Administrative Agent has only those obligations under the Loan Documents as are
expressly set forth therein.


(c)           Except
for any obligation expressly set forth in the Loan Documents and as long as the
Administrative Agent may assume that no Event of Default has occurred and is continuing,
the Administrative Agent may, but shall not be required to, exercise its
discretion to act or not act, provided that (i) the Administrative Agent
shall be required to act or not act upon the instructions of the Requisite
Lenders (or of all the Lenders, to the extent required by Section 11.2)
and those instructions shall be binding upon the Administrative Agent and all
of the other Creditors, and (ii) the Administrative Agent shall not be
required to act or not act if to do so would be contrary to any Loan Document
or to applicable Law or would result, in the reasonable judgment of the
Administrative Agent, in substantial risk of liability to the Administrative
Agent.


(d)           If
the Administrative Agent has received a notice specified in clause (a), the
Administrative Agent shall immediately give notice thereof to the Lenders and
shall act or not act upon the instructions of the Requisite Lenders (or of all
the Lenders, to the extent required by Section 11.2), provided that
(i) the Administrative Agent shall not be required to act or not act if to
do so would be contrary to any Loan Document or to applicable Law or would
result, in the reasonable judgment of the Administrative Agent, in substantial
risk of liability to the Administrative Agent, and (ii) if the Requisite
Lenders (or all the Lenders, if required under Section 11.2) fail, for
five Business Days after the receipt of notice from the Administrative Agent,
to instruct the Administrative Agent, then the Administrative Agent, in its
sole discretion, may act or not act as it deems advisable for the protection of
the interests of the Lenders.


(e)           The
Administrative Agent shall have no liability to any Creditor for acting, or not
acting, as instructed by the Requisite Lenders (or all the Lenders, if required
under Section 11.2), notwithstanding any other provision hereof.


10.6         Liability of Administrative Agent.  Neither the Administrative Agent nor any of
its directors, officers, agents, employees or attorneys shall be liable for any
action taken or not taken by them under or in connection with the Loan
Documents, except for their own gross negligence or willful misconduct.  Without limitation on the foregoing, the
Administrative Agent and its directors, officers, agents, employees and
attorneys:



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(a)           May
treat the payee of any Note as the holder thereof until the Administrative
Agent receives notice of the assignment or transfer thereof, in form
satisfactory to the Administrative Agent, signed by the payee, and may treat
each Lender as the owner of that Lender’s interest in the Obligations for all
purposes of this Agreement until the Administrative Agent receives notice of
the assignment or transfer thereof, in form satisfactory to the Administrative
Agent, signed by that Lender.


(b)           May
consult with legal counsel (including in-house legal counsel),
accountants (including in-house accountants) and other
professionals or experts selected by it, or with legal counsel, accountants or
other professionals or experts for Borrower or its Subsidiaries or the Lenders,
and shall not be liable for any action taken or not taken by it in good faith
in accordance with any advice of such legal counsel, accountants or other
professionals or experts.


(c)           Shall
not be responsible to any Creditor for any statement, warranty or
representation made in any of the Loan Documents or in any notice, certificate,
report, request or other statement (written or oral) given or made in
connection with any of the Loan Documents.


(d)           Except
to the extent expressly set forth in the Loan Documents, shall have no duty to
ask or inquire as to the performance or observance by any Obligor of any of the
terms, conditions or covenants of any of the Loan Documents or to inspect any
Collateral or the Property, books or records of Borrower or any of its
Subsidiaries.


(e)           Will
not be responsible to any Creditor for the due execution, legality, validity,
enforceability, genuineness, effectiveness, sufficiency or value of any Loan
Document, any other instrument or writing furnished pursuant thereto or in connection
therewith, or any Collateral.


(f)            Will
not incur any liability by acting or not acting in reliance upon any Loan
Document, notice, consent, certificate, statement, request or other instrument
or writing believed by it to be genuine and signed or sent by the proper party
or parties.


(g)           Will
not incur any liability for any arithmetical error in computing any amount paid
or payable by any Obligor or paid or payable to or received or receivable from
any Lender under any Loan Document, including, without limitation,
principal, interest, commitment fees, Advances and other amounts.


10.7         Indemnification.  Each Lender shall, ratably in accordance with
its Pro Rata Share, indemnify and hold the Administrative Agent, and each of
its directors, officers, agents, employees and attorneys harmless against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (including, without limitation, attorneys’ fees and disbursements
and reasonably allocated costs of attorneys employed by the Administrative
Agent) that may be imposed on, incurred by or asserted against it or them in
any way relating to or arising out of the Loan Documents or any action taken or
not taken by such indemnitee thereunder, except such as result from its own
gross negligence or willful misconduct. 
Without limitation on the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for that Lender’s Pro Rata Share of any out-of-pocket
cost or expense incurred by the Administrative Agent in connection



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with
the negotiation, preparation, execution, delivery, amendment, waiver,
restructuring, reorganization (including a bankruptcy reorganization),
enforcement or attempted enforcement of the Loan Documents, to the extent that
any Obligor is required by Section 11.3 to pay that cost or expense but
fails to do so upon demand.


10.8         Successor Administrative Agent.  The Administrative Agent may, and at the
request of the Requisite Lenders shall, resign as Administrative Agent upon
thirty days’ notice to the Lenders and Borrower.  If the Administrative Agent resigns as
Administrative Agent under this Agreement, the Requisite Lenders shall appoint
from among the Lenders a successor administrative agent for the Lenders.  If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint a successor administrative agent
from among the Lenders.  Upon the
acceptance of its appointment as successor administrative agent hereunder, such
successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term “Administrative Agent”
shall mean such successor administrative agent and the retiring Administrative
Agent’s appointment, powers and duties as Administrative Agent shall be
terminated.  After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article 10, and Sections 11.3, 11.11
and 11.22, shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent.  If no successor administrative agent has
accepted appointment as Administrative Agent by the date which is thirty (30)
days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Requisite Lenders appoint a
successor administrative agent as provided for above.


10.9         Foreclosure on Collateral.  It is understood and agreed that the Liens of
the Collateral Documents are subject to applicable Law, including without
limitation the provisions of West Virginia Code Section 29-22a-1 et
seq.  Without the Consent of the West
Virginia State Lottery Commission, only if such consent is required by the
Racetrack Video Lottery Act, W.Va. Code §29-22a-1, et seq., the Administrative Agent shall not assign,
bail, sublease, hypothecate, transfer or dispose of the video lottery terminals
subject to the Collateral Documents and associated equipment or any interest
therein.  In the event of foreclosure or
enforcement of the Lien created by any of the Collateral Documents, title to
the Collateral covered thereby shall be taken and held by the Administrative
Agent (or any designee thereof) pro rata for the benefit of the Lenders in
accordance with their Pro Rata Shares and shall be administered in
accordance with the standard form of collateral holding participation agreement
used by the Administrative Agent in comparable syndicated credit facilities.


10.10       No Obligations of Borrower.  Nothing contained in this Article 10
shall be deemed to impose upon Borrower any obligation in respect of the due
and punctual performance by the Administrative Agent of its obligations to the
Lenders under any provision of this Agreement, and Borrower shall have no
liability to the Administrative Agent or any of the Lenders in respect of any
failure by the Administrative Agent or any Lender to perform any of its
obligations to the Administrative Agent or the Lenders under this Agreement.



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10.11       Permitted Release of Collateral.  The Administrative Agent is hereby authorized
to release its Lien on any Collateral which is the subject of a disposition
permitted hereunder, and each Lender shall confirm upon request the authority
of the Administrative Agent to make any such release of Collateral.



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ARTICLE 11


MISCELLANEOUS


11.1         Cumulative Remedies; No Waiver.  The rights, powers, privileges and remedies
of the Creditors provided herein, in the Notes and in the other Loan Documents
are cumulative and not exclusive of any right, power, privilege or remedy
provided by Law or equity.  No failure or
delay on the part of any Creditor in exercising any right, power, privilege or
remedy may be, or may be deemed to be, a waiver thereof; nor may any single or
partial exercise of any right, power, privilege or remedy preclude any other or
further exercise of the same or any other right, power, privilege or
remedy.  The terms and conditions of
Article 8 are inserted for the sole benefit of the Creditors; the same may
be waived in whole or in part, with or without terms or conditions, in respect
of any Loan or Letter of Credit without prejudicing the Creditors’ rights to
assert them in whole or in part in respect of any other Loan or Letter of
Credit.


11.2         Amendments; Consents.  No amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any
other Loan Document, no approval or consent thereunder, and no consent to any
departure by any Obligor therefrom, may in any event be effective unless in writing
signed or approved in writing by the Requisite Lenders or by the Administrative
Agent with the consent of the Requisite Lenders (and, in the case of any
amendment, modification or supplement to (i) Article 10, signed by
the Administrative Agent, and (ii) to any Loan Document, signed by the
Obligors party thereto), and then only in the specific instance and for the
specific purpose given; and, without the approval in writing of all the Lenders
affected thereby, no amendment, modification, supplement, termination, waiver
or consent may be effective:


(a)           To
amend or modify the principal of, or the amount of principal or principal
prepayments on any Note, to increase the amount of the Commitment or the Pro
Rata Share of any Lender without the consent of that Lender,


(b)           Without
the consent of the affected Lenders, to decrease the rate of interest or amount
of any fee payable to any Lender, or to decrease the amount of any unused
commitment fee payable to any Lender, or to decrease any other fee or amount
payable to any Lender under the Loan Documents;


(c)           To
postpone any date (including the Maturity Date) fixed for any payment of
principal of, prepayment of principal of or any installment of interest on, any
Note or any installment of any unused commitment fee, or to extend the term of
the Commitment, or to release the Subsidiary Guaranty;


(d)           To
release any portion of the Collateral having an aggregate value in excess of
$100,000 (except in connection with the permitted sale or other
disposition thereof or as expressly provided in any Loan Document);


(e)           To
amend the provisions of the definition of “Requisite Lenders”,
Section 8.2 or this Section 11.2; or



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(f)            To
amend any provision of this Agreement that expressly requires the consent or
approval of all the Lenders.


Any amendment, modification, supplement, termination,
waiver or consent pursuant to this Section 11.2 shall apply equally to,
and shall be binding upon, all of the Creditors.


11.3         Costs, Expenses and Taxes.  Borrower shall pay promptly after demand, accompanied
by an invoice therefor, the reasonable out-of-pocket costs and expenses
(including without limitation, the allocated fees and expenses of an in-house
counsel), of the Administrative Agent in connection with the negotiation,
preparation, syndication, administration, execution and delivery of the Loan
Documents.  Borrower shall pay promptly
after demand, accompanied by an invoice therefor, the reasonable out-of-pocket
costs and expenses of the Administrative Agent in connection with any amendment
to the Loan Documents or any waiver of the terms thereof, and the reasonable
costs and expenses of the Administrative Agent and, after a Default, the
Lenders in connection with the refinancing, restructuring, reorganization
(including a bankruptcy reorganization) and enforcement or attempted
enforcement of the Loan Documents, and any matter related thereto.  The foregoing costs and expenses shall
include the actual environmental review fees, filing fees, recording fees,
title insurance premiums and fees, appraisal fees, search fees, and other out-of-pocket
expenses and the reasonable fees and out-of-pocket expenses of any legal
counsel (including reasonably allocated costs of legal counsel employed by the
Administrative Agent), independent public accountants and other outside experts
retained by the Administrative Agent, whether or not such costs and expenses
are incurred or suffered by the Administrative Agent in connection with or
during the course of any bankruptcy or insolvency proceedings of any Obligor.  Such costs and expenses shall also include,
in the case of any amendment or waiver of any Loan Document, the administrative
costs of the Administrative Agent reasonably attributable thereto.  Borrower shall pay any and all documentary,
recording, stamp and other taxes, and all costs, expenses, fees and charges
payable or determined to be payable in connection with the filing or recording
of this Agreement, any other Loan Document or any other instrument or writing
to be delivered hereunder or thereunder, or in connection with any transaction
pursuant hereto or thereto.  Any amount
payable to the Administrative Agent or any Lender under this Section 11.3
shall bear interest from the date of formal written demand for payment after
delinquency at the Default Rate.


11.4         Nature of Lenders’ Obligations.  The obligations of the Lenders hereunder are
several and not joint or joint and several. 
Nothing contained in this Agreement or any other Loan Document and no
action taken by any Creditor pursuant hereto or thereto may, or may be deemed
to, make any of the Creditors a partnership, an association, a joint venture or
other entity, either among themselves or with Borrower or any of its
Subsidiaries.  Each Lender’s obligation
to make any Advance pursuant hereto is several and not joint or joint and
several, and in the case of the initial Advance only, is conditioned upon the
performance by all other Lenders of their obligations to make initial
Advances.  A default by any Lender will
not increase the Pro Rata Share of the Commitment attributable to any
other Lender.  Any Lender not in default
may, if it desires, assume in such proportion as the nondefaulting Lenders
agree the obligations of any Lender in default, but is not obligated to do so.


11.5         Survival of Representations and
Warranties.  All representations and
warranties contained herein or in any other Loan Document, or in any
certificate or other writing



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delivered
by or on behalf of any one or more of the Obligors, will survive the making of
the Loans hereunder and the execution and delivery of the Notes, and have been
or will be relied upon by each Creditor, notwithstanding any investigation made
by the Creditors or on their behalf.


11.6         Notices.  Except as otherwise expressly provided in the
Loan Documents, all notices, requests, demands, directions and other
communications provided for hereunder or under any other Loan Document must be
in writing and must be mailed, telecopied, dispatched by commercial courier or
delivered to the appropriate party at the address set forth on the signature
pages of this Agreement or other applicable Loan Document or, as to any party
to any Loan Document, at any other address as may be designated by it in a
written notice sent to all other parties to such Loan Document in accordance
with this Section.  Except as otherwise
expressly provided in any Loan Document, if any notice, request, demand,
direction or other communication required or permitted by any Loan Document is
given by mail it will be effective on the earlier of receipt or the third
calendar day after deposit in the United States mail with first class or
airmail postage prepaid; if given by telecopier, when sent; if dispatched by
commercial courier, on the scheduled delivery date; or if given by personal
delivery, when delivered.


11.7         Execution of Loan Documents.  This Agreement and any other Loan Document
may be executed in any number of counterparts and any party hereto or thereto
may execute any counterpart, each of which when executed and delivered will be
deemed to be an original and all of which counterparts of this Agreement or any
other Loan Document, as the case may be, when taken together will be deemed to
be but one and the same instrument.  The
execution of this Agreement or any other Loan Document by any party hereto or
thereto will not become effective until counterparts hereof or thereof, as the
case may be, have been executed by all the parties hereto or thereto.


11.8         Binding Effect; Assignment.


(a)           This
Agreement and the other Loan Documents to which any Obligor is a party will be
binding upon and inure to the benefit of the relevant Obligor and the
Creditors, and their respective successors and assigns, except that the
Obligors may not assign their rights hereunder or thereunder or any interest
herein or therein without the prior written consent of all the Lenders.  Notwithstanding the preceding sentence,
Borrower may when no Default or Event of Default has occurred and remains
continuing, assign the Commitments to a limited liability company which (i) is
wholly-owned, directly or indirectly by Delaware North, (ii) concurrently
assumes the Obligations and the Obligations under the Senior Unsecured Notes
pursuant to a transaction and documents which are acceptable to the
Administrative Agent, and (iii) succeeds to substantially all of the assets,
rights and privileges of the Borrower (including without limitation the
Collateral and all gaming licenses held by Borrower).   Each Lender represents that it is not
acquiring its Note with a view to the distribution thereof within the meaning
of the Securities Act of 1933, as amended (subject to any requirement that
disposition of such Note must be within the control of such Lender).  Any Lender may at any time pledge its Note or
any other instrument evidencing its rights as a Lender under this Agreement to
a Federal Reserve Bank, but no such pledge shall release that Lender from its
obligations hereunder or grant to such Federal Reserve Bank the rights of a
Lender hereunder absent foreclosure of such pledge.



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(b)           From
time to time following the Effective Date, each Lender may assign to one or
more Eligible Assignees all or any portion of its Pro Rata Share; provided
that (i) such Eligible Assignee, if not then a Lender or an Affiliate of
the assigning Lender, shall be approved by the Administrative Agent and
Borrower (neither of which approvals shall be unreasonably withheld or
delayed), provided that the consent of Borrower to assignments shall not
be required when any Default or Event of Default has occurred and remains
continuing, (ii) such assignment shall be evidenced by an Assignment
Agreement, a copy of which shall be furnished to the Administrative Agent as
provided below, (iii) except in the case of an assignment to an
Affiliate of the assigning Lender, to another Lender or of the entire remaining
Commitment of the assigning Lender, the assignment shall not assign a
Pro Rata Share of the Commitment equivalent to less than $1,500,000,
(iv) the effective date of any such assignment shall be as specified in the
Assignment Agreement, but not earlier than the date which is five Business
Days after the date the Administrative Agent has received the Assignment
Agreement, and (v) no Lender shall make any assignment to an Assignee
which has been found by the West Virginia State Lottery Commission or the West
Virginia State Racing Commission, acting under applicable Law, to be unsuitable
as a Lender.  Upon the effective date of
such Assignment Agreement, the Eligible Assignee named therein shall be a
Lender for all purposes of this Agreement, with the Pro Rata Share therein set
forth and, to the extent of such Pro Rata Share, the assigning Lender shall be
released from its further obligations under the Loan Documents.  Borrower agrees that it shall execute and
deliver (against delivery by the assigning Lender to Borrower of its Note) to
such assignee Lender, a Note evidencing that assignee Lender’s Pro Rata Share,
and to the assigning Lender, a Note evidencing the remaining balance Pro Rata
Share retained by the assigning Lender.


(c)           By
executing and delivering an Assignment Agreement, the Eligible Assignee
thereunder acknowledges and agrees that: 
(i) other than the representation and warranty that it is the legal
and beneficial owner of the Pro Rata Share being assigned thereby free and
clear of any adverse claim, the assigning Lender has made no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness or sufficiency
of this Agreement or any other Loan Document; (ii) the assigning Lender
has made no representation or warranty and assumes no responsibility with
respect to the financial condition of Borrower or the performance by Borrower
of the Obligations; (iii) it has received a copy of this Agreement,
together with copies of the most recent financial statements delivered pursuant
to Section 7.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment Agreement; (iv) it will, independently and without reliance
upon the Administrative Agent or any Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(v) it appoints and authorizes the Administrative Agent to take such
action and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Administrative Agent by this Agreement; and
(vi) it will perform in accordance with their terms all of the obligations
which by the terms of this Agreement are required to be performed by it as a
Lender.


(d)           The Administrative Agent shall
maintain at the Administrative Agent’s Office a copy of each Assignment
Agreement delivered to it.  After receipt
of a completed



 70
 









Assignment Agreement executed by any Lender and an Eligible Assignee,
and receipt of an assignment fee of $3,500 from such Eligible Assignee, the
Administrative Agent shall, promptly following the effective date thereof,
provide to Borrower and the Lenders a revised list of the Pro Rata Shares of
the Lenders giving effect thereto.


(e)           Each
Lender may from time to time grant participations to one or more banks or other
financial institutions (including another Lender) in all or a portion of
its Pro Rata Share; provided, however, that (i) Borrower
shall have provided its written approval to such participation (such approval
shall not be unreasonably withheld or delayed), (ii) such Lender’s
obligations under this Agreement shall remain unchanged, (iii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iv) the participating banks or other financial
institutions shall not be a Lender hereunder for any purpose except, if
the participation Agreement so provides, for the purposes of Sections 3.5,
3.6, 11.11 and 11.22 but only to the extent that the cost of such benefits to
Borrower does not exceed the cost which Borrower would have incurred in respect
of such Lender absent the participation, (v) Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement, (vi) the participation interest shall be expressed as a
percentage of the granting Lender’s Pro Rata Share as it then exists and shall
not restrict an increase in the Commitment, or in the granting Lender’s Pro
Rata Share, so long as the amount of the participation interest is not affected
thereby and (vii) the consent of the holder of such participation interest
shall not be required for amendments or waivers of provisions of the Loan
Documents other than those which (A) extend the Maturity Date or
any other date upon which any payment of money is due to the Lenders,
(B) reduce the rate of interest payable with respect to the participation,
any fee or any other monetary amount payable to the participant,
(C) reduce the amount of any installment of principal due under the Notes
in a manner which affects the participant, or (D) release any material
portion of the Collateral, (E) increase the Commitment, only if the
participant’s Commitment is increased.


(f)            Notwithstanding
anything in this Section 11.8 to the contrary, the rights of the Lenders
to make assignments of, and grant participations in, their Pro Rata Shares of
the Commitment shall be subject to the approval of any Regulatory Board
(including the approval of the identity of any proposed assignee or
participant), to the extent required by Applicable Regulations.


11.9         Right of Setoff.  If an Event of Default has occurred and is
continuing, each Creditor may (but only with the consent of the Requisite
Lenders) exercise its rights under Article 9 of the Uniform Commercial
Code and other applicable Laws and, to the extent permitted by applicable Laws,
apply any funds in any deposit account maintained with it by Borrower or any
Property of Borrower in its possession against the Obligations.


11.10       Sharing of Setoffs.  Each Lender severally agrees that if it,
through the exercise of any right of setoff, banker’s lien or counterclaim
against any Obligor, or otherwise, receives payment of the Obligations held by
it that is ratably more than any other Lender, through any means, receives in
payment of the Obligations held by that Lender, then, subject to applicable
Laws, (a) the Lender exercising the right of setoff, banker’s lien or counterclaim
or otherwise receiving such payment shall purchase, and shall be deemed to have
simultaneously



 71
 









purchased,
from the other Lender a participation in the Obligations held by the other
Lender and shall pay to the other Lender a purchase price in an amount so that
the share of the Obligations held by each Lender after the exercise of the
right of setoff, banker’s lien or counterclaim or receipt of payment shall be
in the same proportion that existed prior to the exercise of the right of
setoff, banker’s lien or counterclaim or receipt of payment; and (b) such
other adjustments and purchases of participations shall be made from time to
time as shall be equitable to ensure that all of the Lenders share any payment
obtained in respect of the Obligations ratably in accordance with each Lender’s
share of the Obligations immediately prior to, and without taking into account,
the payment; provided that, if all or any portion of a disproportionate payment
obtained as a result of the exercise of the right of setoff, banker’s lien,
counterclaim or otherwise is thereafter recovered from the purchasing Lender by
any Obligor or any Person claiming through or succeeding to the rights of any
Obligor, the purchase of a participation shall be rescinded and the purchase
price thereof shall be restored to the extent of the recovery, but without
interest.  Each Lender that purchases a
participation in the Obligations pursuant to this Section 11.10 shall from
and after the purchase have the right to give all notices, requests, demands,
directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased. Each
Obligor expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in an Obligation so purchased may exercise any
and all rights of setoff, banker’s lien or counterclaim with respect to the
participation as fully as if the Lender were the original owner of the
Obligation purchased.


11.11       Indemnity by Borrower.  Borrower agrees to indemnify, save and hold
harmless the Creditors and their respective members, directors, officers,
agents, affiliates, attorneys and employees (collectively the “Indemnitees”)
from and against:  (a) any and all
claims, demands, actions or causes of action, if the claim, demand, action or
cause of action arises out of or relates to the Commitment, the use or
contemplated use of proceeds of any Loan, or the relationship between any such
Person and the Creditors under this Agreement; (b) any administrative or
investigative proceeding by any Governmental Agency arising out of or related
to a claim, demand, action or cause of action described in clause (a)
above; and (c) any and all liabilities, losses, costs or expenses
(including reasonable attorneys’ fees and the reasonably allocated costs of
attorneys employed by any Indemnitee and disbursements of such attorneys and
other professional services) that any Indemnitee suffers or incurs as a result
of the assertion of any foregoing claim, demand, action or cause of action;
provided that no Indemnitee shall be entitled to indemnification for any loss
caused by its own gross negligence or willful misconduct or as to any claim
asserted by that Indemnitee against Borrower to the extent that Borrower
prevails on that claim in a final and non-appealable determination by a court
of competent jurisdiction or an arbitrator appointed in accordance herewith.  If any claim, demand, action or cause of
action is asserted against any Indemnitee, such Indemnitee shall promptly
notify Borrower, but the failure to so promptly notify Borrower shall not
affect Borrower’s obligations under this Section unless such failure materially
prejudices Borrower’s, as applicable, right to participate in the contest of
such claim, demand, action or cause of action, as hereinafter provided.  Each Indemnitee may contest the validity,
applicability and amount of such claim, demand, action or cause of action with
counsel of its own choosing and shall permit Borrower to participate in such
contest.  Any Indemnitee that proposes to
settle or compromise any claim or proceeding for which Borrower may be liable
for payment of indemnity hereunder shall give Borrower written notice of the
terms of such proposed settlement or compromise reasonably in



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advance
of settling or compromising such claim or proceeding.  In connection with any claim, demand, action
or cause of action covered by this Section 11.11 against more than one
Indemnitee, all such Indemnitees shall be represented by the same legal counsel
(which may be a law firm engaged by the Indemnitees or attorneys employed by an
Indemnitee or a combination of the foregoing) selected by the Indemnitees and
reasonably acceptable to Borrower; provided, that if such legal counsel
determines in good faith that representing all such Indemnitees would or could
result in a conflict of interest under Laws or ethical principles applicable to
such legal counsel or that a defense or counterclaim is available to an
Indemnitee that is not available to all such Indemnitees, then to the extent
reasonably necessary to avoid such a conflict of interest or to permit
unqualified assertion of such a defense or counterclaim, each Indemnitee shall
be entitled to separate representation by legal counsel selected by that
Indemnitee and reasonably acceptable to Borrower, with all such legal counsel
using reasonable efforts to avoid unnecessary duplication of effort by counsel
for all Indemnitees; and further provided that the Administrative Agent (as an
Indemnitee) shall at all times be entitled to representation by separate legal
counsel.  Any obligation or liability of
Borrower to any Indemnitee under this Section 11.11 shall survive the expiration
or termination of this Agreement, the repayment of all Loans, and the payment
and performance of all other Obligations owed to the Lenders.


11.12       Nonliability of the Lenders.  Borrower acknowledges and agrees that:


(a)           Any
inspections of any Property of Borrower made by or through the Creditors are
for purposes of administration of the Loans only and Borrower is not entitled
to rely upon the same;


(b)           By
accepting or approving anything required to be observed, performed, fulfilled
or given to the Creditors pursuant to the Loan Documents, no Creditor shall be
deemed to have warranted or represented the sufficiency, legality,
effectiveness or legal effect of the same, or of any term, provision or
condition thereof, and such acceptance or approval thereof shall not constitute
a warranty or representation to anyone with respect thereto by any Creditor;


(c)           The
relationship between each Obligor and Creditors is, and shall at all times
remain, solely that of borrower and lenders; no Creditor shall under any
circumstance be construed to be a partner or joint venturer with the Obligors;
no creditor shall under any circumstance be deemed to be in a relationship of
confidence or trust or a fiduciary or other special relationship with the
Obligors, or to owe any fiduciary duty or other special duty to the Obligors;
no Creditor undertakes or assumes any responsibility or duty to Borrower or its
Affiliates to select, review, inspect, supervise, pass judgment upon or inform
the Obligors of any matter in connection with their Property or the operations
of the Obligors; the Obligors shall rely entirely upon their own judgment with
respect to such matters; and any review, inspection, supervision, exercise of
judgment or supply of information undertaken or assumed by the Creditors in
connection with such matters is solely for the protection of the Creditors and
neither the Obligors nor any other Person is entitled to rely thereon; and


(d)           The
Creditors shall not be responsible or liable to any Person for any loss, damage,
liability or claim of any kind relating to injury or death to Persons or damage
to Property caused by the actions, inaction or negligence of the Obligors and
Borrower hereby indemnifies and holds each Creditor harmless from any such
loss, damage, liability or claim.



 73
 









11.13       No Third Parties Benefitted.  This Agreement is made for the purpose of
defining and setting forth certain obligations, rights and duties of Borrower
and the Creditors in connection with the Loans and is made for the sole benefit
of Borrower, the Creditors and the Creditors’ successors and assigns.  Except as provided in Sections 11.8,
11.11 and 11.14, no other Person shall have any rights of any nature hereunder
or by reason hereof.


11.14       Confidentiality.  Each Lender agrees to hold any confidential
information that it may receive from Borrower and its Subsidiaries pursuant to
this Agreement in confidence, except for disclosure:  (i) to other Lenders; (ii) to legal
counsel and accountants for Borrower and its Subsidiaries or any Lender; (iii) to
other professional advisors to Borrower and its Subsidiaries or any Lender,
provided that the recipient has accepted such information subject to a
confidentiality Agreement substantially similar to this Section 11.14;
(iv) to regulatory officials having jurisdiction over that Lender;
(v) to any Regulatory Board having regulatory jurisdiction over Borrower
or its Subsidiaries; (vi) as required by Law or legal process or in
connection with any legal proceeding to which that Lender and Borrower or any
of its Subsidiaries are adverse parties; and (vii) to another financial
institution in connection with a disposition or proposed disposition to that
financial institution of all or part of that Lender’s interests hereunder or a
participation interest in its Note, provided that the Borrower has provided its
prior written approval and the recipient has accepted such information subject
to a written confidentiality Agreement. 
For purposes of the foregoing, “confidential information” shall mean any
information respecting Borrower or any of its Subsidiaries reasonably
considered by them to be confidential, other than (i) information
previously filed with any Governmental Agency and available to the public,
(ii) information previously published in any public medium from a source
other than, directly or indirectly, that Lender, and (iii) information
previously disclosed by Borrower or any of its Subsidiaries to any Person not
associated with themselves without a confidentiality Agreement or obligation
substantially similar to this Section 11.14.  Nothing in this Section shall be construed to
create or give rise to any fiduciary duty or other special duty on the part of
any Creditor to Borrower or any of its Subsidiaries.


11.15       Further Assurances.  Each Obligor shall, at their expense and
without expense to the Creditors, do, execute and deliver such further acts and
documents as any Creditor from time to time reasonably requires for the
assuring and confirming unto the Creditors of the rights hereby created or intended
now or hereafter so to be, or for carrying out the intention or facilitating
the performance of the terms of any Loan Document.


11.16       Principles of Restatement.  This Agreement amends, restates and
supercedes the Existing Loan Agreement in its entirety and, together with the
other Loan Documents, comprises the complete and integrated Agreement of the
parties on the subject matter hereof and supersedes all prior agreements,
written or oral, on the subject matter hereof. The Creditors shall be entitled to
the continuing benefit of each Loan Document heretofore executed by Borrower
and each other Obligor which is not expressly terminated hereby, except  to the extent expressly amended in writing
pursuant to Article 8 or otherwise, including without limitation the Subsidiary
Guaranty and each of the Collateral Documents. 
In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control and govern; provided that the inclusion of supplemental rights or
remedies in favor of the Creditors in any other Loan Document shall not be
deemed a conflict with this Agreement. 
Each Loan Document was drafted with the joint



 74
 









participation
of the respective parties thereto and shall be construed neither against nor in
favor of any party, but rather in accordance with the fair meaning thereof.


11.17       Governing Law.  Except to the extent otherwise provided
therein, each Loan Document shall be governed by, and construed and enforced in
accordance with, the local Laws of New York, without reference to the choice of
law or conflicts of laws provisions thereof.


11.18       Severability of Provisions.  Any provision in any Loan Document that is
held to be inoperative, unenforceable or invalid as to any party or in any
jurisdiction shall, as to that party or jurisdiction, be inoperative,
unenforceable or invalid without affecting the remaining provisions or the
operation, enforceability or validity of that provision as to any other party
or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.


11.19       Headings.  Article and Section headings in this
Agreement and the other Loan Documents are included for convenience of
reference only and are not part of this Agreement or the other Loan Documents
for any other purpose.


11.20       Time of the Essence.  Time is of the essence of the Loan Documents.


11.21       Foreign Lenders and Participants.  Each Lender, and each holder of a
participation interest herein, that is incorporated or otherwise organized
under the Laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia shall deliver to Borrower (with a
copy to the Administrative Agent) on the Effective Date (or after accepting an
assignment or receiving a participation interest herein pursuant to
Section 11.8, if applicable) either Form W8-ECI or other Internal
Revenue Service forms satisfactory to Borrower and the Administrative Agent
that no withholding under the federal income tax laws is required with respect
to such Person.  Thereafter and from time
to time, each such Person shall (a) promptly submit to Borrower (with a
copy to the Administrative Agent) such additional duly completed and signed
copies of one of such forms as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to
Borrower and the Administrative Agent of any available exemption from, United
States withholding taxes in respect of all payments to be made to such Person
by Borrower pursuant to this Agreement and (b) take such steps as shall
not be materially disadvantageous to it, in the reasonable judgment of such
Lender, and as may be reasonably necessary (including the re-designation of
its LIBOR Office, if any) to avoid any requirement of applicable Laws that
Borrower make any deduction or withholding for taxes from amounts payable to
such Person.


11.22       Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY



 75
 









AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.


11.23       Purported Oral Amendments.  EACH OBLIGOR EXPRESSLY ACKNOWLEDGES THAT THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE
PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN
WRITING THAT COMPLIES WITH SECTION 11.2. 
BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE
OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY CREDITOR OR ITS
REPRESENTATIVES THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN
AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.



 76
 









IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.


	
   

  	
   

  	
  “Borrower”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WHEELING ISLAND
  GAMING, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Phillip B. Simons

  	
   

  
	
   

  	
   

  	
   

  	
  Phillip B. Simons

  
	
   

  	
   

  	
   

  	
  Vice President -
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for
  notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wheeling Island
  Gaming, Inc.

  
	
   

  	
   

  	
  c/o 40 Fountain
  Plaza

  
	
   

  	
   

  	
  Buffalo, New
  York 14202

  
	
   

  	
   

  	
  Attention:

  	
  Michael D. Corbin

  
	
   

  	
   

  	
  Telecopier:

  	
  (716) 858-5926

  
	
   

  	
   

  	
  Telephone:

  	
  (716) 858-5146

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Delaware North
  Companies Gaming &

  Entertainment, Inc.

  
	
   

  	
   

  	
  40 Fountain
  Plaza

  
	
   

  	
   

  	
  Buffalo, New
  York 14202

  
	
   

  	
   

  	
  Attention:

  	
  Bruce W. Carlson

  
	
   

  	
   

  	
  (Also copy General Counsel)

  
						




 77
 









op


	
  

  	
   

  	
  BANK OF AMERICA, N.A.,

  as Administrative Agent and Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter J. Vitale

  	
   

  
	
   

  	
   

  	
   

  	
  Peter J. Vitale

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
  Peter J. Vitale, Senior Vice President

  
	
   

  	
   

  	
  Commercial Banking

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  NV1-119-02-01

  
	
   

  	
   

  	
  300 South Fourth Street, 2nd Floor

  
	
   

  	
   

  	
  Las Vegas, NV 89101-6014

  
	
   

  	
   

  	
  702/654-3062

  
	
   

  	
   

  	
  702/654-7158 FAX

  




 78
 









 


	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter J. Vitale

  	
   

  
	
   

  	
   

  	
   

  	
  Peter J. Vitale

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Peter J. Vitale, Senior Vice President

  
	
   

  	
   

  	
  Commercial Banking

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  NV1-119-02-01

  
	
   

  	
   

  	
  300 South Fourth Street, 2nd Floor

  
	
   

  	
   

  	
  Las Vegas, NV 89101-6014

  
	
   

  	
   

  	
  702/654-3062

  
	
   

  	
   

  	
  702/654-7158 FAX

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pro Rata Share: $15,000,000

  




 79
 









CONSENT OF GUARANTORS


This
Consent of Guarantors is delivered with reference to the Second Amended and
Restated Loan Agreement dated as of April 30, 2007 (as it may hereafter be
amended, supplemented or otherwise modified from time to time, the “Loan
Agreement”), by and among Wheeling Island Gaming, Inc., a Delaware corporation
(the “Borrower”), the lenders from time to time party thereto (each a “Lender”,
and collectively, the “Lenders”), and Bank of America, N.A., as Administrative
Agent (“Administrative Agent”). 
Capitalized terms used but not defined in this Consent of Guarantors
have the meanings given to them in the Loan Agreement.


Each of the undersigned hereby consents to the execution, delivery and
performance of the Loan Agreement by the Borrower, Administrative Agent, and
the Lenders, substantially in the form presented to the undersigned as a draft,
and agrees that (i) the Obligations (as such term is defined in the Loan
Agreement) shall constitute Guarantied Obligations under the Amended and
Restated Guaranty dated as of December 14, 2001 (as amended, the “Guaranty”),
and (ii) nothing contained in the Loan Agreement shall diminish, alter, amend
or otherwise affect any of the undersigned’s obligations to the Administrative
Agent, for the benefit of Lenders, under the Guaranty.  Each of the undersigned further confirms that
the Guaranty shall continue in full force and effect and agrees that the undersigned
shall continue to be liable under such Guaranty in accordance with the terms
thereof.  Each of the undersigned further
confirms that it has no defense, counterclaim or offset right whatsoever with
respect to its obligations under the Guaranty.


	
  WDRA FOOD SERVICE, INC.,

  	
   

  	
  WHEELING LAND DEVELOPMENT
  CORP,

  
	
   a West
  Virginia corporation

  	
   

  	
  a West Virginia corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated as of:

  	
   

  	
  , 2007

  	
   

  	
   

  
														



 



 80
 









CONSENT OF INDEMNITORS


This
Consent of Indemnitors is delivered with reference to the Second Amended and
Restated Loan Agreement dated as of April 30, 2007 (as it may hereafter be
amended, supplemented or otherwise modified from time to time, the “Loan
Agreement”), by and among Wheeling Island Gaming, Inc., a Delaware corporation
(the “Borrower”), the lenders from time to time party thereto (each a “Lender”,
and collectively, the “Lenders”), and Bank of America, N.A., as Administrative
Agent (“Administrative Agent”). 
Capitalized terms used but not defined in this Consent of Indemnitors
have the meanings given to them in the Loan Agreement.


Each of the undersigned hereby consents to the execution, delivery and
performance of the Loan Agreement by the Borrower, Administrative Agent, and
the Lenders, substantially in the form presented to the undersigned as a draft,
and agrees that nothing contained therein shall diminish, alter, amend or
otherwise affect any of the undersigned’s obligations to the Administrative
Agent, for the benefit of Lenders, under the Environmental Indemnity Agreement
dated as of December 14, 2001 (as amended, the “Indemnity”).  Each of the undersigned further confirms that
the Indemnity shall continue in full force and effect and agrees that the
undersigned shall continue to be liable under such Indemnity in accordance with
the terms thereof.  Each of the
undersigned further confirms that it has no defense, counterclaim or offset
right whatsoever with respect to its obligations under the Indemnity.


	
  WHEELING ISLAND GAMING, INC.,

  	
  WHEELING LAND DEVELOPMENT
  CORP.,

  
	
  a Delaware
  corporation

  	
   

  	
  a West Virginia corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ MICHAEL D. CORBIN

  	
   

  	
  By:

  	
  /s/ MICHAEL D. CORBIN

  	
   

  
	
  Name:

  	
  Michael D. Corbin

  	
   

  	
  Name: 

  	
  Michael D. Corbin

  	
   

  
	
  Title:

  	
   

  	
  Treasurer

  	
   

  	
  Title: 

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated as of:

  	
  April 30, 2007

  	
   

  	
   

  
											



 



 81