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                                                                  Exhibit 10.23a

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT
                            Dated as of April 5, 2001

            This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Agreement") is among
PENN NATIONAL GAMING, INC., a Pennsylvania corporation (the "Borrower"), the
Lenders (as defined below), Lehman Commercial Paper Inc., as syndication agent
for the Lenders (in such capacity, the "Syndication Agent"), and CANADIAN
IMPERIAL BANK OF COMMERCE, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                             PRELIMINARY STATEMENTS:

            1. The Borrower, the Lenders, the Syndication Agent and the
Administrative Agent have entered into that certain Credit Agreement, dated as
of August 8, 2000, as amended by Amendment No. 1 to the Credit Agreement, dated
as of October 4, 2000 (together with all Annexes, Exhibits and Schedules
thereto, the "Credit Agreement"), by and among the Borrower, Lehman Brothers
Inc., as Lead Arranger and Book-Running Manager, CIBC World Markets Corp., as
Co-Lead Arranger and Co-Book-Running Manager, the Syndication Agent, the
Administrative Agent, The CIT Group/Equipment Financing, Inc., First Union
National Bank and Wells Fargo Bank, N.A., each as Documentation Agent, and the
lenders party thereto (the "Lenders") (capitalized terms used and not otherwise
defined herein have the meanings assigned to such terms in the Credit
Agreement);

            2. Because the CRC Acquisition will be consummated after March 31,
2001, the Borrower has requested an amendment to the definition of "Consolidated
Total Debt" so as not to violate Section 7.1(a)(i) of the Credit Agreement for
FQI 2001;

            3. In connection with the CRC Acquisition, certain conforming
amendments to the Credit Agreement are necessary; and

            4. Subject to the terms and conditions set forth below, the Required
Lenders are willing to consent to the amendments described below.

            NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1. Amendments. Upon the terms and subject to the conditions set forth in
this Agreement (including, without limitation, in Section 3 below), and in
reliance on the representations and warranties of the Borrower set forth in this
Agreement, the Borrower and the Required Lenders hereby agree as follows:

            a. For purposes of determining the Loan Parties' compliance with
Section 7.1(a)(i) of the Credit Agreement for FQI 2001 only, there shall be
subtracted from the calculation of Consolidated Total Debt the amount of cash of
the Borrower (not to exceed

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$194,300,000) held by or on behalf of the Administrative Agent in which the
Administrative Agent has a first priority perfected Lien;

            b. the definition of Vessels in the Credit Agreement is amended in
its entirety to read as follows:

            "'Vessels': shall mean (a) the BOOMTOWN and the BOOMTOWN II, each
            located at the Boomtown Casino in Biloxi, Mississippi, (b) the
            Barges to the extent such Barges are documented vessels with the
            United States Coast Guard, and (c) as of the CRC Closing Date, (i)
            the CASINO ROUGE, located at the Gaming Facility known as "Casino
            Rouge," in Baton Rouge, Louisiana and (ii) any other barges or other
            vessels acquired by the Borrower and/or it Subsidiaries on or after
            the CRC Closing Date which are documented vessels with the United
            States Coast Guard."; and

            c. Section 7.1(b) of the Credit Agreement is amended by adding at
the end thereof the following:

            ;provided, however, that for purposes of this Section 7.1(b) only,
            Consolidated EBITDA shall be calculated after giving pro forma
            effect to any acquisitions and/or Asset Sales or other Dispositions
            during such period.

      2. Conditions to Effectiveness. This Agreement will be effective as of
April 5, 2001, provided that each of the following conditions precedent is
satisfied:

            a. the Administrative Agent shall have received signed written
authorization from the Required Lenders to execute this Agreement, and shall
have received counterparts of this Agreement signed by the Syndication Agent and
the Borrower and counterparts of the Consent of Loan Parties appended hereto
executed by each of the Loan Parties;

            b. each of the representations and warranties in Section 4 below
shall be true and correct in all material respects as of the date hereof;

            c. after giving effect to the amendments set forth in Section 1
hereof, no Default or Event of Default shall have occurred and be continuing
under the Credit Agreement or any other Loan Document;

            d. the Administrative Agent and the Syndication Agent shall have
received payment in immediately available funds of all expenses incurred by them
(including, without limitation, legal fees) for which invoices have been
presented, on or before the date hereof; and

            e. the Administrative Agent and the Syndication Agent shall have
received satisfactory evidence that the execution, delivery and performance of
this Agreement has been duly approved by all necessary corporate action of the
Borrower.

      3. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent, the Syndication Agent and the Lenders as of the date
hereof as follows:


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            a. Authority. The Borrower has the requisite corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and under the Credit Agreement (as modified hereby). The execution,
delivery and performance by the Borrower of this Agreement, the Credit Agreement
(as modified hereby) and the transactions contemplated hereby and thereby have
been duly approved by all necessary corporate action of the Borrower and no
other corporate proceedings on the part of the Borrower are necessary to
consummate such transactions (except as expressly contemplated hereby and
thereby).

            b. Enforceability. This Agreement has been duly executed and
delivered by the Borrower. Each of this Agreement and, after giving effect to
this Agreement, the Credit Agreement and the other Loan Documents is the legal,
valid and binding obligation of the Borrower, enforceable against the Borrower
in accordance with its terms, and is in full force and effect. Neither the
execution, delivery or performance of this Agreement or of the Credit Agreement
(as modified hereby), nor the performance of the transactions contemplated
hereby or thereby, will adversely affect the validity, perfection or priority of
the Administrative Agent's Lien on any of the Collateral.

            c. Representations and Warranties. After giving effect to this
Agreement, the representations and warranties contained in the Credit Agreement
(other than any such representations and warranties that, by their terms, are
specifically made as of a date other than the date hereof) are true and correct
on and as of the date hereof as though made on and as of the date hereof.

            d. No Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, nor
performance of and compliance with the terms and provisions hereof by the
Borrower will, at the time of such performance, (a) violate or conflict with any
provision of its articles or certificate of incorporation or bylaws or other
organizational or governing documents of the Borrower, (b) violate, contravene
or materially conflict with any Requirement of Law or any other law, regulation
(including, without limitation, Regulation U or Regulation X), order, writ,
judgment, injunction, decree or permit applicable to it, except for any
violation, contravention or conflict which could not reasonably be expected to
have a Material Adverse Effect, (c) violate, contravene or conflict with
contractual provisions of, or cause an event of default under any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound, or (d) result in
or require the creation of any Lien (other than those contemplated in or created
in connection with the Loan Documents) upon or with respect to its properties.

            e. No Default. After giving effect to the amendments set forth in
Section 1 hereof, no Default or Event of Default has occurred and is continuing
under the Credit Agreement or any other Loan Document.

      4. Reference to and Effect on Credit Agreement.

            a. Upon and after the effectiveness of this Agreement, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit


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Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
modified hereby.

            b. Except as specifically modified above, the Credit Agreement and
the other Loan Documents are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Security Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations
under and as defined therein, in each case as modified hereby.

            c. The execution, delivery and effectiveness of this Agreement shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Secured Party under any of the Loan Documents, nor,
except as expressly provided herein, constitute a waiver or amendment of any
provision of any of the Loan Documents.

      5. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile shall
be effective as delivery of a manually executed counterpart of this Agreement.

      6. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      7. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                            [Signature Page Follows]


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            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.

                                     PENN NATIONAL GAMING, INC.


                                     By: /s/ Robert S. Ippolito
                                         ---------------------------------------
                                         Name:  Robert S. Ippolito
                                         Title: Chief Financial Officer


                                     LEHMAN COMMERCIAL PAPER INC.,
                                     as Syndication Agent


                                     By:  /s/ G. Andrew Keith
                                         ---------------------------------------
                                         Name:  G. Andrew Keith
                                         Title: Authorized Signatory


                                     CANADIAN IMPERIAL BANK OF COMMERCE,
                                     as Administrative Agent, on behalf of
                                     the Required Lenders


                                     By: /s/ Paul Chakmak
                                         ---------------------------------------
                                         Name:  Paul Chakmak
                                         Title: Managing Director
                                         CIBC World Markets Corp., as Agent


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                             CONSENT OF LOAN PARTIES
                            Dated as of April 5, 2001

            The undersigned, the Borrower and the Guarantors under the Guarantee
and Collateral Agreement, each hereby consents and agrees to the foregoing
Agreement and hereby confirms and agrees that (i) the Guarantee and Collateral
Agreement and each of the other Loan Documents is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects
except that, upon the effectiveness of, and on and after the date of, said
Agreement, each reference in the Guarantee and Collateral Agreement and any
other Loan Document to the "Credit Agreement", "thereunder", "thereof" and words
of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as modified by said Agreement and (ii) the Guarantee and
Collateral Agreement and each other Security Document and all of the collateral
described therein does, and shall continue to, secure the payment of all of the
Obligations as defined in the Guarantee and Collateral Agreement.

            IN WITNESS WHEREOF, the parties hereto have caused this Consent of
Loan Parties to be executed by their respective officers thereunto duly
authorized, as of the date first written above.

                        THE DOWNS RACING, INC.


                              By: /s/ Joseph A. Lashinger
                                  ---------------------------------------------
                              Name:  Joseph A. Lashinger
                              Title: Secretary/Treasurer

                        WILKES BARRE DOWNS, INC.


                              By: /s/ Robert E. Abraham
                                  ---------------------------------------------
                              Name:  Robert E. Abraham
                              Title: Secretary/Treasurer

                                       [continued]

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                              [continued from previous page]

                        BACKSIDE, INC.
                        BSL, INC.
                        BTN, INC.
                        CASINO HOLDING, INC.
                        EBET USA.COM, INC.
                        MILL CREEK LAND, INC.
                        MOUNTAINVIEW THOROUGHBRED RACING
                              ASSOCIATION
                        NORTHEAST CONCESSIONS, INC.
                        PNGI CHARLES TOWN GAMING LIMITED LIABILITY
                              COMPANY
                        PNGI CHARLES TOWN FOOD & BEVERAGE LIMITED
                              LIABILITY COMPANY
                        PENN NATIONAL GAMING, INC.
                        PENN NATIONAL GSFR, INC.
                        PENN NATIONAL GAMING OF WEST VIRGINIA, INC.
                        PENNSYLVANIA NATIONAL HOLDING COMPANY
                        PNGI POCONO, INC.
                        PENN NATIONAL SPEEDWAY, INC.
                        PENN NATIONAL TURF CLUB, INC.
                        STERLING AVIATION INC.
                        TENNESSEE DOWNS, INC.


                       By: /s/ Robert S. Ippolito
                           ---------------------------------------------
                           Name: Robert S. Ippolito
                           Title: Chief Financial Officer, Secretary,
                           Secretary/Treasurer, Treasurer/Vice President and/or
                           Assistant Secretary of all of the above listed Loan
                           Parties