Exhibit 10.1


 


WAIVER AGREEMENT


 


                This Waiver Agreement dated as of March 31, 2005 is
entered into with reference to the Amended and Restated Loan Agreement dated as
of December 14, 2001 among Wheeling Island Gaming, Inc., a Delaware
corporation, the Lenders referred to therein, and Bank of America, N.A., as
Administrative Agent for itself and for the other Lenders (as at any time
amended, the “Loan Agreement”). Capitalized terms used herein are used with the
meanings set forth for those terms in the Loan Agreement.


                A.            Pursuant
to Section 6.13 of the Loan Agreement, the Borrower is required to maintain a
Leverage Ratio as of its Fiscal Quarter ended April 3, 2005, which is not
greater than 2.75:1.00.


                B.            The
Borrower anticipates that the Leverage Ratio as of such date will be in excess
of the required ratio, and has requested this Waiver Agreement.


NOW THEREFORE, the parties
hereto hereby agree as follows:


                1.             Representations
and Warranties.  The Borrower
represents and warrants to the Administrative Agent and the Lenders that (a) as
of April 3, 2005, the Leverage Ratio is not in excess of 3.25:1.00, and (b) no
other Default or Event of Default has occurred and remains continuing.


                2.             Waiver.  In reliance upon the foregoing
representation, and subject to the conditions set forth in Section 3 hereof,
the Administrative Agent, acting with the approval of the Requisite Lenders,
hereby waives the Leverage Ratio covenant set forth in Section 6.13 for the
Fiscal Quarter ended April 3, 2005 only. 
This is a one-time waiver, and the Borrower shall strictly comply with
Section 6.13 in respect of all subsequent Fiscal Quarters.


                3.             Conditions
Precedent.  The following shall be
conditions precedent to the effectiveness of this Waiver Agreement:


                (a)           The
Requisite Lenders shall have executed consents hereto, substantially in the
form of Exhibit A;


                (b)           WDRA
Food Service, Inc. and Wheeling Land Development Corp. shall have countersigned
this Waiver Agreement to evidence their consent hereto.


                4.             Confirmation.  In all other respects, the terms of the Loan
Agreement and the Loan Documents are hereby confirmed.


 


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                IN WITNESS WHEREOF, the parties have executed this
Waiver Agreement as of the date first written above by their duly authorized
representatives.


	
   

  	
   

  	
  WHEELING
  ISLAND GAMING, INC., a West Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Michael D. Corbin

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President of Finance

  



 


The undersigned consent to
the execution, delivery and performance of this Waiver Agreement and
acknowledge that the Subsidiary Guaranty remains in full force and effect.


WDRA FOOD SERVICE, INC.


 


	
  By:

  	
  /s/ Terry C. Burton

  
	
   

  	
   

  
	
  Title:

  	
  Assistant Manager

  



 


WHEELING LAND DEVELOPMENT
CORP.


 


	
  By:

  	
  /s/ Michael D. Corbin

  
	
   

  	
   

  
	
  Title:

  	
  Treasurer

  



 


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  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Christopher M. Levine

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


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Exhibit A — Form of Lender
Consent


 


 


                This Lender Consent is executed by the undersigned
Lender with reference to the Amended and Restated Loan Agreement dated as of
December 14, 2001 among Wheeling Island Gaming, Inc., a Delaware corporation,
the Lenders referred to therein, and Bank of America, N.A., as Administrative
Agent for itself and for the other Lenders (as at any time amended, the “Loan
Agreement”). Capitalized terms used herein are used with the meanings set forth
for those terms in the Loan Agreement.


                The undersigned Lender hereby consents to the
execution of a Waiver Agreement by the Administrative Agent in respect of the
Leverage Ratio covenant set forth in Section 6.13 of the Loan Agreement for the
Fiscal Quarter ended April 3, 2005 only, substantially in the form of the draft
presented to the Lenders.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
								



 


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