CREDIT AGREEMENT


          CREDIT AGREEMENT, dated as of March 31, 1999, among DOVER
DOWNS ENTERTAINMENT, INC. (the "Borrower"), the several banks and
other financial institutions from time to time parties hereto (the
"Banks"), and PNC BANK, DELAWARE, a Delaware state chartered bank, as
agent (in such capacity, the "Agent").

     W I T N E S S E T H:

          In consideration of the mutual covenants and agreements
herein set forth and for other consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby covenant and agree as
follows:

     SECTION 1.  DEFINITIONS

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

     "Affiliate":  as to any Person, any other Person which, directly
or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person and any
member, director, officer or employee of any such Person.  For
purposes of this definition, "control" shall mean the power, directly
or indirectly, either to (a) vote 10% or more of the ordinary voting
power for the election of directors of such Person or (b) direct or
in effect cause the direction of the management and policies of such
Person whether by contract or otherwise.

     "Agreement":  this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

     "Application":  an application in such form as the Issuing Bank
may specify from time to time, requesting the Issuing Bank to open a
Letter of Credit.

     "Assignment and Acceptance":  an assignment and acceptance
entered into by a Bank and an assignee, and acknowledged by the
Agent, substantially in the form of Exhibit D or such other form as
shall be approved by the Agent.

     "Base Rate":  for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/100th of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2%.  If for any reason the Agent
shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds
Effective Rate for any reason, including the inability of the Agent
to obtain sufficient quotations in accordance with the terms thereof,
the Base Rate shall be determined without regard to clause (b) of the
first sentence of this definition until the circumstances giving rise
to such inability no longer exist.  Any change in the Base Rate due
to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective on the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

     "Base Rate Borrowing":  a Borrowing comprised of Base Rate
Loans.

     "Base Rate Loans": Revolving Credit Loans bearing interest at
any time under the Base Rate Option.

     "Base Rate Option":  as defined in Section 2.8(a).

     "Borrowing":  a Swing Line Loan made by the Swing Line Bank or
group of Loans of a single Type made by the Banks on a single date
and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect.

     "Business Day":  a day other than a Saturday, Sunday or other
day on which commercial banks in Wilmington, Delaware are authorized
or required by law to close; provided, however, that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also
exclude any day on which banks are not open for dealings in the
London interbank market.

     "Capital Lease":  at any time, a lease with respect to which the
lessee is required to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Capital Lease Obligations":  at any time, the amount of the
obligations of the Borrower and its Subsidiaries under Capital Leases
which would be shown at such time as a liability on a consolidated
balance sheet of the Borrower and its consolidated Subsidiaries
prepared in accordance with GAAP.

     "Capital Stock":  any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to
purchase any of the foregoing.

     "Change of Control":  any transaction or occurrence or series of
transactions or occurrences which results at any time in the Rollins
Family (or their heirs or trusts for any of their benefit or the
benefit of any of their family members) and the Borrower's principal
executive officers and directors as of the date of this Agreement (or
principal executive officers and directors elected or appointed after
the date of this Agreement with the support of existing management)
ceasing to have, in the aggregate, whether directly or indirectly,
voting control of the Capital Stock of the Borrower.

     "Closing Date": as of March 31, 1999.

     "Code":  the Internal Revenue Code of 1986, as amended from time
to time.

     "Commitment":  as to any Bank, the obligation of such Bank to
make Loans to and/or issue or participate in Letters of Credit issued
on behalf of the Borrower hereunder in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth
opposite such Bank's name on Schedule I under the caption
"Commitments" or in the Assignment and Acceptance pursuant to which
such Bank becomes a party to this Agreement, as the same may be
permanently terminated, reduced and extended from time to time
pursuant to the provisions of Section 2.10 or changed by subsequent
assignments pursuant to Section 9.6(b).

     "Commitment Fee":  as defined in Section 2.6(a).

     "Commitment Percentage":  as to any Bank at any time, the
proportion (expressed as a percentage) that such Bank's Commitment
bears to the Total Commitment at such time (or, at any time after the
Commitments shall have expired or been terminated, the percentage
that such Bank's Exposure bears to the Total Exposure at such time).

     "Commitment Period":  the period from and including the date
hereof to but not including the Termination Date, or such earlier
date on which the Commitments shall terminate as provided herein.

     "Commonly Controlled Entity":  an entity, whether or not
incorporated, which is under common control with the Borrower within
the meaning of Section 4001 of ERISA or is part of a group which
includes the Borrower and which is treated as a single employer under
Section 414 of the Code.

     "Consolidated EBIT":  for any period of four consecutive fiscal
quarters, Consolidated Net Income for such period, plus the amount of
income taxes (if any) and interest expense deducted from earnings in
determining such Consolidated Net Income, in each case determined on
a consolidated basis for the Borrower and its Subsidiaries in
accordance with GAAP; provided, that there shall be excluded
therefrom (a) any addition for non-operating gains (including,
without limitation, extraordinary or unusual gains, gains from
discontinuance of operations or gains arising from the sale of
capital assets) and (b) any subtraction for non-operating losses
during such period (including, without limitation, extraordinary or
unusual losses, losses from the discontinuance of operations or
losses arising from the sale of capital assets).

     "Consolidated EBITDA":  for any period of four consecutive
fiscal quarters, Consolidated EBIT for such period, plus the amount
of depreciation and amortization expense deducted from earnings in
determining such Consolidated EBIT, in each case determined on a
consolidated basis for the Borrower and its Subsidiaries in
accordance with GAAP.

     "Consolidated Funded Debt":  at any time, without duplication,
the aggregate of all indebtedness of the Borrower and its
Subsidiaries for borrowed money, determined on a consolidated basis
in accordance with GAAP as of such date.

     "Consolidated Interest Expense":  for any period of four
consecutive fiscal quarters, the amount of cash interest expense
deducted from earnings of the Borrower and its Subsidiaries in
determining Consolidated Net Income for such period in accordance
with GAAP.

     "Consolidated Net Income":  for any fiscal period of four
consecutive fiscal quarters, net earnings (or loss) after income
taxes (if any) for such period determined on a consolidated basis in
accordance with GAAP.

     "Consolidated Tangible Net Worth":  as of any date of
determination, (a) the aggregate amount of all assets of the Borrower
and its Subsidiaries on a consolidated basis at such date as may be
properly classified as such in accordance with GAAP, excluding such
other assets as are properly classified as intangible assets under
GAAP, minus (b) the aggregate amount of all liabilities of the
Borrower and its Subsidiaries on a consolidated basis at such date,
determined in accordance with GAAP.

     "Contingent Obligation":  as to any Person, any guarantee of
payment or performance by such Person of any Debt or other obligation
of any other Person, or any agreement to provide financial assurance
with respect to the financial condition, or the payment of the
obligations of, such other Person (including, without limitation,
purchase or repurchase agreements, reimbursement agreements with
respect to letters of credit or acceptances, indemnity arrangements,
grants of security interests to support the obligations of another
Person, keepwell agreements and take-or-pay or through-put
arrangements) which has the effect of assuring or holding harmless
any third Person against loss with respect to one or more obligations
of such third Person; provided, however, 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 of any Person shall be deemed to be the lower
of
(a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Contingent Obligation is
made and (b) the maximum amount for which such contingently liable
Person may be liable pursuant to the terms of the instrument
embodying such Contingent Obligation, unless such primary obligation
and the maximum amount for which such contingently liable Person may
be liable are not stated or determinable, in which case the amount of
such Contingent Obligation shall be such contingently liable Person's
maximum reasonably anticipated liability in respect thereof as
determined by such Person in good faith.

     "Contractual Obligation":  as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or
any of its property is bound.

     "Cross-Default Indebtedness": as defined in Section 7.1(f).

     "Debt":  of any Person at any date means (without duplication):

          (a)  all indebtedness of such Person for borrowed money or
for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of business
and payable in accordance with customary practices);

          (b)  any other indebtedness which is evidenced by a note,
bond, debenture or similar instrument;

          (c)  all Capital Lease Obligations of such Person;

          (d)  all liabilities secured by any Lien on any property
owned by such Person whether or not such Person has assumed or
otherwise become liable for the payment thereof;

          (e)  all obligations of such Person with respect to
Interest Hedge Agreements (calculated on a basis satisfactory to the
Agent and in accordance with accepted practice);

          (f)  all Contingent Obligations of such Person, including
all obligations of such Person in respect of outstanding letters of
credit, acceptances and similar obligations created for the account
of such Person;

          (g)  all obligations of such Person under "synthetic" or
similar leases; and

          (h)  withdrawal liabilities of such Person or any Commonly
Controlled Entity under a Plan.

The Debt of any Person shall include any Debt of any partnership in
which such person is a general partner, unless such Debt is
nonrecourse to such Person.
     "Default":  any of the events specified in Section 7, whether or
not any requirement for the giving of notice, the lapse of time, or
both, or any other condition precedent therein set forth, has been
satisfied.

     "Distribution":  in respect of any corporation, (a) dividends or
other distributions on Capital Stock of the corporation (except
distributions in common stock of such corporation); (b) the
redemption or acquisition of Capital Stock of the corporation or of
warrants, rights or other options to purchase such stock (except when
solely in exchange for common stock of such corporation); and (c) any
payment on account of, or the setting apart of any assets for a
sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of any share of any class
of Capital Stock of such corporation or any warrants or options to
purchase any such stock.

     "Dollars" and "$":  dollars in lawful currency of the United
States of America.

     "Environmental Laws":  any and all applicable foreign, Federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or binding requirements of any
Governmental Authority, or binding Requirement of Law (including
common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of the environment, as now
or may at any time hereafter be in effect.

     "ERISA":  the Employee Retirement Income Security Act of 1974,
as amended from time to time.

     "Euro-Rate Reserve Percentage": the maximum effective percentage
in effect on such day as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve
requirements (including, without limitation, supplemental, marginal
and emergency reserve requirements) with respect to eurocurrency
funding (currently referred to as "Eurocurrency liabilities").  The
Eurodollar Rate shall be adjusted with respect to any Eurodollar Loan
that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date.  The Agent
shall give prompt notice to the Borrower of the Eurodollar Rate as
determined or adjusted in accordance herewith, which determination
shall be conclusive absent manifest error.

     "Eurodollar Borrowing":  a Borrowing comprised of Eurodollar
Loans.

     "Eurodollar Loan":  any Revolving Credit Loan bearing interest
at any time under a Eurodollar Rate Option.

     "Eurodollar Rate":  with respect to any Eurodollar Loan for any
Interest Period, the interest rate per annum determined by the Agent
by dividing (the resulting quotient rounded upwards, if necessary, to
the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by the Agent in accordance with its usual procedures
(which determination shall be conclusive absent manifest error) to be
the average of the London interbank offered rates for U.S. Dollars
quoted by the British Bankers' Association as set forth on Dow Jones
Markets Service (formerly known as Telerate) (or appropriate
successor or, if British Bankers' Association or its successor ceases
to provide such quotes, a comparable replacement determined by the
Agent) display page 3750 (or such other display page on the Dow Jones
Markets Service system as may replace display page 3750) two (2)
Business Days prior to the first day of such Interest Period for an
amount comparable to the principal amount of such Eurodollar Loan and
having a borrowing date and a maturity comparable to such Interest
Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage.  The Eurodollar Rate may also be expressed by the
following formula:

                       Average of London interbank offered rates
quoted by BBA as shown
     Eurodollar Rate =     on Dow Jones Markets Service display page
3750 or appropriate successor
                         1.00 - Euro-Rate Reserve Percentage

     "Eurodollar Rate Option": as defined in Section 2.8(b).

     "Event of Default":  any of the events specified in Section 7,
provided, that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

     "Exposure":  as to any Bank at any date, an amount equal to the
sum of (a) the aggregate principal amount of all Loans made by such
Bank then outstanding, (b) such Bank's pro rata share of L/C
Obligations then outstanding based on its Revolving Credit Commitment
Percentage, and (c) the principal amount of such Bank's pro rata
share of Swing Line Loans then outstanding based on its Revolving
Credit Commitment Percentage.

     "Extensions of Credit":  the collective reference to Loans made
and Letters of Credit issued under this Agreement.

     "Federal Funds Effective Rate":  for any day, the weighted
average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent
from three Federal funds brokers of recognized standing selected by
it.

     "GAAP":  at any time with respect to the determination of the
character or amount of any asset or liability or item of income or
expense, or any consolidation or other accounting computation,
generally accepted accounting principles as in effect on the date of,
or at the end of the period covered by, the financial statements from
which such asset, liability, item of income, or item of expense, is
derived, or, in the case of any such computation, as in effect on the
date when such computation is required to be determined; provided,
however, that in the event of any change in GAAP which would affect
the calculation of the Borrower's compliance with any of the
covenants contained in Section 6.1, either favorably or unfavorably,
the Agent, the Banks and the Borrower will make appropriate
adjustments to such covenants.

     "Governmental Authority":  any nation or government, any state
or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

     "Guarantor": each of Dover Downs, Inc., a Delaware corporation,
Dover Downs International Speedway, Inc., a Delaware corporation,
Dover Downs Properties, Inc., a Delaware corporation, Gateway
International Motorsports Corporation, an Illinois corporation,
Gateway International Services Corporation, an Illinois corporation,
Grand Prix Association of Long Beach, Inc., a California corporation,
Memphis International Motorsports Corporation, a Tennessee
corporation, Motorsports Services Corporation of Memphis, a Tennessee
corporation, and Nashville Speedway USA, Inc., a Tennessee
corporation, each of which is a direct or indirect wholly-owned
Subsidiary of the Borrower, and "Guarantors" shall mean all such
Persons collectively.

     "Guaranty Agreement": the Guaranty and Suretyship Agreement
substantially in the form of Exhibit C hereto, executed by the
Guarantors in favor of the Agent for the ratable benefit of the
Banks.

     "Insolvency":  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section
4245 of ERISA.

     "Insolvent":  pertaining to a condition of Insolvency.

     "Interest Coverage Ratio": at any date of determination, the
ratio of Consolidated EBITDA to Consolidated Interest Expense.

     "Interest Hedge Agreement":  any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest
rate insurance or any other agreement with all extensions, renewals,
amendments, substitutions and replacements to and any of the
foregoing, documentation of all of which shall conform to
International Swap Dealers Association, Inc. standards.

     "Interest Payment Date":  (a) as to any Base Rate Loan or Swing
Line Loan, the last day of each March, June, September and December,
(b) as to any Eurodollar Loan having an Interest Period of three
months or less, the last day of such Interest Period, and (c) as to
any Eurodollar Loan having an Interest Period longer than three
months, each day which is three months, or a whole multiple thereof,
after the first day of such Interest Period and the last day of such
Interest Period.

     "Interest Period":  with respect to any Eurodollar Loan:

          (a)  initially the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar
Loan and ending one, two, three, six, nine or twelve months
thereafter, as selected by the Borrower in its notice of borrowing or
notice of conversion, given with respect thereto; and

          (b)  thereafter, each period commencing on the last day of
the next preceding Interest Period applicable to such Eurodollar Loan
and ending one, two, three, six, nine or twelve months thereafter, as
selected by the Borrower by irrevocable notice to the Agent not less
than three Business Days prior to the last day of the then current
Interest Period with respect thereto;

provided that, the foregoing provisions relating to Interest Periods
are subject to the following:

          (i)  if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, with respect to Eurodollar Loans
only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the
next preceding Business Day;

          (ii) with respect to Eurodollar Loans, any Interest Period
that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last
Business Day of a calendar month;

          (iii)     an Interest Period that otherwise would extend
beyond the Termination Date shall end on the Termination Date; and

          (iv) the Borrower shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Loan during an
Interest Period for such Loan.

     "ISP98":  the International Standby Practices 1998 (ISP98)
published by the Institute of International Banking Law & Practice,
Inc., as the same may be amended, supplemented or otherwise modified
from time to time.

     "Issuing Bank":  PNC Bank, Delaware, as issuer of Letters of
Credit hereunder.

     "L/C Commitment":  the lower of (a) $3,000,000 and (b) the Total
Commitment at such time.

     "L/C Coverage Requirement":  with respect to each Letter of
Credit at any time, 100% of the maximum amount available to be drawn
thereunder at such time (determined without regard to whether any
conditions to drawing could be met at such time).

     "L/C Obligations":  at any time, an amount equal to the sum of
(a) 100% of the maximum amount available to be drawn under all
Letters of Credit outstanding at such time (determined without regard
to whether any conditions to drawing could be met at such time) and
(b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 2.5(e).
     "L/C Participant":  in respect of each Letter of Credit, each
Bank (other than the Issuing Bank) in its capacity as the holder of a
participating interest in such Letter of Credit.

     "L/C Payment Date":  the last day of each March, June, September
and December.

     "Letters of Credit":  as defined in Section 2.5(a).

     "Leverage Ratio":  at any date of determination, the ratio of
Consolidated Funded Debt on such date to Consolidated EBITDA for the
four consecutive fiscal quarters of the Borrower most recently ended
prior to such date.

     "Lien":  any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or
other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

     "Loans":  the collective reference to the Revolving Credit Loans
and the Swing Line Loans.

     "Loan Documents":  this Agreement, the Applications, the Notes
and the Guaranty Agreement.

     "Material Adverse Effect":  a material adverse effect on (a) the
validity or enforceability of this Agreement or any other Loan
Document or the rights or remedies of the Agent or the Banks
hereunder or thereunder, (b) the business, property, assets,
financial condition, results of operations or prospects of the
Borrower and its Subsidiaries taken as a whole or (c) the ability of
the Borrower to duly and punctually pay its Debts and perform its
obligations under the Loan Documents.

     "Materials of Environmental Concern":  any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products
or any hazardous or toxic substances, materials or wastes, defined or
regulated as such in or under any Environmental Law, including,
without limitation, asbestos, polychlorinated biphenyls, and
ureaformaldehyde insulation.

     "Moody's":  Moody's Investors Services, Inc.
     "Multiemployer Plan":  a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

     "Notes":  the Revolving Credit Notes and the Swing Line Note.

     "Participant" as defined in Section 9.6(f).

     "PBGC":  the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

     "Permitted Acquisition": an acquisition by the Borrower of the
Capital Stock or assets of a Person (or of any segment or division of
a Person) (a) that is in the gaming or motorsports industry, if the
gross purchase price for such acquisition is less than $50,000,000,
(b) that is in an industry other than gaming or motorsports, if the
gross purchase price for such acquisition is less than $10,000,000 or
(c) which is otherwise approved by the Required Banks; provided, that
at the time that any definitive agreement is entered into in respect
of any such acquisition, no Default or Event of Default shall exist
or would exist if such acquisition were consummated on such date
(assuming for purposes of the covenants contained in Section 6.1 that
pro forma adjustments are made to the financial statements of the
Borrower giving effect to such acquisition as if it had occurred on
the last day of the Borrower's most recently completed fiscal
quarter); provided further, that the prior approval of the Required
Banks shall be required for any acquisition, the gross purchase price
of which equals or exceeds $10,000,000, proposed to be made by the
Borrower during a fiscal year in which the aggregate gross purchase
price of Permitted Acquisitions previously made by the Borrower
during such fiscal year equals or exceeds $50,000,000; and provided
further, that the gross purchase price of the Borrower's acquisition
of Grand Prix Association of Long Beach, Inc. shall be excluded for
purposes of calculating compliance with the foregoing proviso with
respect to the 1999 fiscal year.

     "Permitted Investments":

          (a)  direct obligations of the United States of America or
any agency thereof or obligations guaranteed by the United States of
America or any agency thereof, provided that such obligations mature
within one (1) year from the date of acquisition thereof;

          (b)  certificates of deposit, time deposits or banker's
acceptances, maturing within one (1) year from the date of
acquisition, with (i) any Bank or (ii) any other bank or trust
company organized under the laws of the United States, the unsecured
long-term debt obligations of which are rated "A3" or higher by
Moody's or "A-" or higher by S&P, and issued, or in the case of
banker's acceptance, accepted, by a bank or trust company having
capital, surplus and undivided profits aggregating at least Two
Hundred Fifty Million Dollars ($250,000,000);

          (c)  commercial paper given the highest rating by either
S&P or Moody's maturing not more than two hundred seventy (270) days
from the date of creation thereof;

          (d)  mutual funds registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 that
hold themselves out as "money market funds;"

          (e)  marketable general obligations issued by any state of
the United States of America or any political subdivision of any such
state or any public instrumentality thereof maturing within one year
from the date of acquisition, having one of the two highest ratings
generally obtainable from either S&P or Moody's;

          (f)  commercial paper maturing no more than six months from
the date of acquisition thereof and issued by the holding company of
(i) any Bank or (ii) any other bank that has (A) combined capital,
surplus and undivided profits (less any undivided losses) of not less
than $250 million, (B) a Keefe Bank Watch Rating of C or better and
(C) commercial paper having a rating of A-2 (or the equivalent) or
higher from S&P or P-2 (or the equivalent) or higher from Moody's;
and

          (g)  fully collateralized repurchase agreements with a term
of not more than ninety days for underlying securities of the type
described in paragraphs (a) and (e) of this definition.

          "Permitted Liens" shall mean:

          (a)  Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business and which are not yet due
and payable;

          (b)  Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to
participate in any fund in connection with workmen's compensation,
unemployment insurance, old-age pensions or other social security
programs;

          (c)  Liens of mechanics, materialmen, warehousemen,
carriers, or other like Liens, securing obligations incurred in the
ordinary course of business that are not yet due and payable and
Liens of landlords securing obligations to pay lease payments that
are not yet due and payable or in default;

          (d)  Good faith pledges or deposits made in the ordinary
course of business to secure performance of bids, tenders, contracts
(other than for the repayment of borrowed money) or leases, not in
excess of the aggregate amount due thereunder, or to secure statutory
obligations, or surety, appeal, indemnity, performance or other
similar bonds required in the ordinary course of business;

          (e)  Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of
which materially impairs the use of such property or the value
thereof, and none of which is violated in any material respect by
existing or proposed structures or land use;

          (f)  Any Lien existing on the date of this Agreement and
described on Schedule II hereto provided that the principal amount
secured thereby is not hereafter increased and no additional assets
become subject to such Lien;

          (g)  Purchase Money Security Interests or Liens created
pursuant to Capital Leases; provided, that (x) such Liens shall be
created simultaneously with the acquisition of the property which is
subject to such Lien, (y) such Liens do not at any time encumber any
property other than such property and (z) the Liens are not modified
to secure any Debt other than that used to acquire such property;

          (h)  Liens relating to the Debt of the Borrower described
in Section 6.2(d) hereof;

          (i)  the following, if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings
diligently conducted so long as levy and execution thereon have been
stayed and continue to be stayed:

                    (i)  claims or Liens for taxes, assessments or
charges due and payable and subject to interest or penalty, provided
that the Borrower establishes and maintains such reserves or other
appropriate provisions as shall be required by GAAP and pays all such
taxes, assessments or charges forthwith upon the commencement of
proceedings to foreclose any such Lien; and

                    (ii) claims or Liens of mechanics, materialmen,
warehousemen, carriers, or other statutory nonconsensual Liens; and

          (j)  Liens relating to judgments which do not constitute an
Event of Default under Section 7.1(e).

     "Person":  an individual, partnership, corporation, business
trust, joint stock company, limited liability company, trust,
unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.

     "Plan":  at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA.

     "Prime Rate":  the rate of interest per annum announced from
time to time by PNC Bank, Delaware as its prime rate in effect at its
principal office in Wilmington, Delaware, each change in the Prime
Rate shall be effective on the date such change is announced as
effective.

     "Properties":  the collective reference to the facilities and
properties owned, leased or operated by the Borrower or any of its
Subsidiaries.

     "Purchase Money Security Interest":  shall mean Liens upon
tangible personal property securing loans to the Borrower or any
Subsidiary thereof or deferred payments by the Borrower or any
Subsidiary thereof for the purchase of such tangible personal
property.

     "Register":  as defined in Section 9.6(d).

     "Regulation U":  Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

     "Regulation X":  Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect, and all
official rulings and interpretations thereunder or thereof.

     "Reimbursement Obligation":  in respect of each Letter of
Credit, the obligation of the Borrower to reimburse the Issuing Bank
for all drawings made thereunder in accordance with Section 2.5(e)
and the Application related to such Letter of Credit for amounts
drawn under such Letter of Credit.

     "Reorganization":  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.

     "Reportable Event":  any of the events set forth in Sections
4043(c)(1), (2), (4), (5), (6), (10) and (13) of ERISA.

     "Required Banks":  at any time, (a) if there are one (1) or two
(2) Banks, Required Banks shall mean all of the Banks and (b) if
there are more than two (2) Banks, Required Banks shall mean Banks
the Commitment Percentages of which at such time aggregate at least
66%.

     "Requirement of Law":  as to any Person, the certificate of
incorporation, by-laws, operating agreement or other organizational
or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case binding upon such Person or any
of its property or to which such Person or any of its property is
subject.

     "Responsible Officer":  the chief executive officer, president
or chief financial officer of the Borrower.

     "Revolving Credit Borrowing":  a Borrowing consisting of
concurrent Revolving Credit Loans from the Banks.

     "Revolving Credit Borrowing Request":  a request by the Borrower
for the making of Revolving Credit Loans pursuant to Section 2.2 in
the form of Exhibit A hereto.

     "Revolving Credit Commitment Percentage":  as to any Bank at any
time, the proportion (expressed as a percentage) that such Bank's
Commitment bears to the Total Commitment at such time (or, at any
time after the Commitments shall have expired or been terminated, the
percentage which the principal amount of such Bank's Revolving Credit
Loans then outstanding bears to the aggregate principal amount of all
Revolving Credit Loans then outstanding).

     "Revolving Credit Loans":  as defined in Section 2.1.  Each
Revolving Credit Loan shall be a Eurodollar Loan or a Base Rate Loan.

     "Revolving Credit Note":  a promissory note of the Borrower in
the form of Exhibit B-1, as the same may be amended, supplemented or
otherwise modified from time to time.

     "Rollins Family":  the individuals listed on Schedule III
hereto.

     "S&P":  Standard & Poor's Rating Group, a division of
McGraw-Hill Corporation.

     "Single Employer Plan":  any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

     "Subsidiary":  as to any Person, (i) any corporation, company or
trust of which 50% or more (by number of shares or number of votes)
of the outstanding Capital Stock, interests, shares or similar items
of beneficial interest normally entitled to vote for the election of
one or more directors, members or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is
at such time owned directly or indirectly by such person or one or
more of such Person's Subsidiaries, or any partnership of which such
Person is a general partner or of which 50% or more of the
partnership interests is at the time directly or indirectly owned by
such Person or one or more of such Person's Subsidiaries, and (ii)
any corporation, company, trust, partnership or other entity which is
controlled or capable of being controlled by such Person or one or
more of such Person's subsidiaries.  Unless otherwise indicated, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement
shall refer to a Subsidiary of the Borrower.

     "Swing Line Bank":  PNC Bank, Delaware, or any other Bank to
which the Swing Line Commitment is assigned pursuant to the terms of
Section 9.6.

     "Swing Line Commitment":  the amount set forth opposite the
Swing Line Bank's name under the heading "Swing Line Commitment" on
Schedule I hereto, as such amount may be reduced pursuant to Section
2.3(f).

     "Swing Line Loans":  has the meaning given to such term in
Section 2.3(a).

     "Swing Line Note":  has the meaning given to such term in
Section 2.3(c), as the same may be amended, supplemented or otherwise
modified from time to time.

     "Swing Line Repayment Date":  has the meaning given to such term
in Section 2.3(b).

     "Taxes":  as defined in Section 2.14.

     "Termination Date":  the earlier of (a) March 31, 2002, or any
anniversary of such date to which the Termination Date shall have
been extended pursuant to Section 2.10(d) and (b) the date the
Commitments are terminated as provided herein.

     "Total Commitment":  at any time, the aggregate amount of the
Banks' Commitments, as in effect at such time.

     "Total Commitment Percentage":  as to any Bank at any time, the
proportion (expressed as a percentage) that such Bank's Commitment
bears to the Total Commitment.

     "Total Exposure":  at any time, the aggregate amount of the
Banks' Exposures at such time.

     "Tranche":  the collective reference to (a) Loans, other than
Base Rate Loans, of the same type whose Interest Periods begin on the
same date and end on the same later date (whether or not such Loans
originally were made on the same date) and (b) Base Rate Loans, which
shall constitute one Tranche.

     "Type":  when used in respect of any Loan or Borrowing, shall
refer to the Rate by reference to which interest on such Loan or on
the Loans comprising such Borrowing is determined.  For purposes
hereof, "Rate" shall include the Eurodollar Rate and the Base Rate.

          1.2. Other Definitional Provisions .  (a)  Unless otherwise
specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the Notes or any certificate or other
document made or delivered pursuant hereto.

               (b)  The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to
this Agreement as a whole and not to any particular provision of this
Agreement, and Section, subsection, Schedule and Exhibit references
are to this Agreement unless otherwise specified.

               (c)  As used herein and in the Notes, and any
certificate or other document made or delivered pursuant hereto or
thereto, accounting terms relating to the Borrower and its
Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

               (d)  The meanings given to terms defined in this
Agreement shall be equally applicable to both the singular and plural
forms of such terms.

     SECTION 2.  THE CREDITS

          2.1. Revolving Credit Loans .    Subject to the terms and
conditions hereof, each Bank, severally and not jointly, agrees to
make revolving credit loans in Dollars (the "Revolving Credit Loans")
to the Borrower from time to time during the Commitment Period, in an
aggregate principal amount at any time outstanding which, when added
to such Bank's Commitment Percentage of (i) the L/C Obligations then
outstanding and (ii) the principal amount of Swing Line Loans then
outstanding, does not exceed such Bank's Commitment; provided, that
at no time shall the sum of (x) the aggregate principal amount of all
Loans made by the Banks then outstanding plus (y) the L/C Obligations
then outstanding exceed the Total Commitment.  The Commitments may be
terminated or reduced from time to time pursuant to Section 2.10.
Within the foregoing limits, the Borrower may during the Commitment
Period borrow, repay and reborrow under the Commitment, subject to
the terms, provisions and limitations set forth herein.

               The Revolving Credit Loans may from time to time be
(i) Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination
thereof, as determined by the Borrower and notified to the Agent in
accordance with Sections 2.2 and 2.18; provided, that no Loan shall
be made as a Eurodollar Loan after the date that is one month prior
to the Termination Date.

               The failure of any Bank to make any Revolving Credit
Loan shall not in itself relieve any other Bank of its obligation to
lend hereunder (it being understood, however, that no Bank shall be
responsible for the failure of any other Bank to make any Loan
required to be made by such other Bank).  The Loans comprising any
Revolving Credit Borrowing shall be (i) with respect to a Base Rate
Borrowing, in a minimum aggregate principal amount of $100,000 or a
whole multiple thereof or (ii) with respect to a Eurodollar
Borrowing, in a minimum aggregate principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof (or, in either case, an
aggregate principal amount equal to the remaining balance of the
available Commitments).

          2.2. Revolving Credit Loan Procedures .  In order to
request a Revolving Credit Borrowing, the Borrower shall hand deliver
or telecopy (or notify by telephone and promptly confirm by hand
delivery or telecopy) to the Agent the information requested by the
form of Revolving Credit Borrowing Request attached as Exhibit A
hereto (a) in the case of a Eurodollar Borrowing, not later than
12:00 noon, Wilmington time, three Business Days before a proposed
Borrowing and (b) in the case of a Base Rate Borrowing, not later
than 12:00 noon, Wilmington time, on the day of a proposed Borrowing.
Such notice shall be irrevocable and shall in each case specify (i)
whether the Borrowing then being requested is to be a Eurodollar
Borrowing or a Base Rate Borrowing; (ii) the date of such Revolving
Credit Borrowing (which shall be a Business Day); (iii) the principal
amount of such Borrowing; and (iv) if such Borrowing is to be a
Eurodollar Borrowing, the Interest Period with respect thereto.  If
no election as to the Type of Revolving Credit Borrowing is specified
in any such notice, then the requested Revolving Credit Borrowing
shall be a Base Rate Borrowing.  If no Interest Period with respect
to any Eurodollar Borrowing is specified in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one
month's duration.  The Agent shall promptly advise the Banks of any
notice given pursuant to this Section 2.2 and of each Bank's portion
of the requested Borrowing.

          2.3. Swing Line Loans .  (a)  Subject to the terms and
conditions hereof, the Swing Line Bank may in its discretion make
swing line loans (the "Swing Line Loans") to the Borrower from time
to time during the Commitment Period in the aggregate up to the
amount of the Swing Line Commitment for periods requested by the
Borrower and agreed to by the Swing Line Bank; provided, that, no
Swing Line Loan shall be made if, after giving effect to the making
of such Loan and the simultaneous application of the proceeds
thereof, the Total Exposure would exceed the Total Commitment.
Within the foregoing limits, the Borrower may during the Commitment
Period borrow, repay and reborrow under the Swing Line Commitment,
subject to and in accordance with the terms and limitations hereof.

               (b)  The Borrower may request a Swing Line Loan to be
made on any Business Day.  Swing Line Loans shall bear interest at
the Base Rate Option.  Each request for a Swing Line Loan shall be in
writing (or by telephone promptly confirmed in writing) and delivered
to the Swing Line Bank not later than 12:00 noon, Wilmington time, on
the Business Day such Swing Line Loan is to be made, specifying in
each case (i) the amount to be borrowed, (ii) the requested borrowing
date, and (iii) the date such Swing Line Loan is to be repaid, if
applicable (the "Swing Line Repayment Date").  The request for such
Swing Line Loan shall be irrevocable.  Provided that all applicable
conditions precedent contained in Section 4.2 hereof have been
satisfied, the Swing Line Bank shall, not later than 4:00 p.m.,
Wilmington time, on the date specified in the Borrower's request for
such Swing Line Loan, make such Swing Line Loan by crediting the
Borrower's deposit account with the Swing Line Bank.

               (c)  The obligation of the Borrower to repay the Swing
Line Loans shall be evidenced by a promissory note of the Borrower
dated the date hereof, payable to the order of the Swing Line Bank in
the principal amount of the Swing Line Commitment and substantially
in the form of Exhibit B-2 (as amended, supplemented or otherwise
modified from time to time, the "Swing Line Note").

               (d)  Interest shall accrue on the outstanding
principal balance of a Swing Line Loan at the Base Rate Option and
shall be payable on each applicable Interest Payment Date and upon
the repayment of such Swing Line Loan.

               (e)  A Swing Line Loan shall be repaid on the earlier
of (i) the Termination Date and (ii) the Swing Line Repayment Date
for such Swing Line Loan, if any.

               (f)  In the event the Commitments are terminated in
accordance with Section 2.10 hereof, the Swing Line Commitment shall
also be terminated automatically.  In the event the Borrower reduces
the Total Commitment to less than the Swing Line Commitment, the
Swing Line Commitment shall immediately be reduced to an amount equal
to the Total Commitment.  In the event the Borrower reduces the Total
Commitment to less than the outstanding principal amount of the Swing
Line Loans, the Borrower shall immediately repay the amount by which
the outstanding Swing Line Loans exceed the Swing Line Commitment as
so reduced plus accrued interest thereon.
               (g)  At no time shall there be more than one
outstanding Swing Line Loan.

               (g)  Each Swing Line Loan shall be in an original
principal amount of $100,000 or a whole multiple thereof.

               (h)  The Borrower shall have the right at any time and
from time to time to prepay any Swing Line Loan, in whole or in part,
without premium or penalty, upon prior written, telecopy or
telephonic notice to the Swing Line Bank given no later than 1:00
p.m., Wilmington time, on the date of any proposed prepayment.  Each
notice of prepayment shall specify the Swing Line Loan to be prepaid
and the amount to be prepaid, shall be irrevocable and shall commit
the Borrower to prepay such amount on such date, with accrued
interest thereon.

          2.4. General Provisions Regarding Loans .  (a)  Subject to
Section 2.4(b), each Bank shall make each Revolving Credit Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Agent in Dover, Delaware not later
than 1:00 p.m., Dover time, and the Agent shall by 3:00 p.m., Dover
time, credit the amounts so received to the general deposit account
of the Borrower with the Agent or, if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not
have been met, return the amounts so received to the respective
Banks.  Revolving Credit Loans shall be made by the Banks pro rata in
accordance with Section 2.16.  Unless the Agent shall have received
notice from a Bank prior to the date of any Borrowing that such Bank
will not make available to the Agent such Bank's portion of such
Borrowing, the Agent may assume that such Bank has made such portion
available to the Agent on the date of such Borrowing in accordance
with this paragraph (a) and the Agent may, in reliance upon such
assumption, make available to the Borrower on such date a
corresponding amount.  If and to the extent that such Bank shall not
have made such portion available to the Agent, such Bank and the
Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each
day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent at (i) in the case of the
Borrower, the interest rate applicable at the time to the Loans
comprising such Borrowing and (ii) in the case of such Bank, the
Federal Funds Effective Rate; provided, that if such Bank shall not
pay such amount within three Business Days of the date of such
Borrowing, such overdue amount shall, at the expiration of such
three-Business Day period, bear interest at the Base Rate Option.  If
such Bank repays to the Agent such corresponding amount, such amount
shall constitute such Bank's Loan as part of such Borrowing for
purposes of this Agreement.

               (b)  The Borrower may refinance all or any part of any
Borrowing with any other Borrowing subject to the conditions and
limitations set forth herein and elsewhere in this Agreement.  Any
Borrowing or part thereof so refinanced shall be deemed to be repaid
in accordance with Section 2.3 or  2.7 with the proceeds of a new
Borrowing hereunder and the proceeds of the new Borrowing, to the
extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Banks to the Agent or by the
Agent to the Borrower; provided, however, that (i) if the principal
amount extended by a Bank in a refinancing is greater than the
principal amount that was extended by such Bank in the Borrowing
being refinanced, then such Bank shall pay such difference to the
Agent for distribution to the Banks described in (ii) below, (ii) if
the principal amount extended by a Bank in the Borrowing being
refinanced is greater than the principal amount agreed to be extended
by such Bank in the refinancing, the Agent shall return the
difference to such Bank out of amounts received pursuant to (i)
above, and (iii) to the extent any Bank fails to pay the Agent
amounts due from it pursuant to (i) above, any Loan or portion
thereof being refinanced with such amounts shall not be deemed repaid
in accordance with Section 2.3 or 2.7 and shall be payable by the
Borrower without prejudice to the Borrower's rights against any such
Bank.

               (c)  Each Bank may at its option fulfill its
Commitment hereunder with respect to any Eurodollar Loan by causing
any domestic or foreign branch or Affiliate of such Bank to make such
Loan; provided, however, that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in
accordance with the terms of the Agreement and the applicable Note.

               (d)  All Borrowings, conversions and continuations of
Revolving Credit Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to
such elections that, after giving effect thereto, (A) the aggregate
principal amount of the Loans comprising each Tranche of Eurodollar
Loans shall be equal to $500,000 or a whole multiple of $100,000 in
excess thereof and (B) the Borrower shall not have outstanding at any
one time more than in the aggregate eight (8) separate Tranches of
Loans (including the Base Rate Tranche).

               (e)  Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request any
Borrowing if the Interest Period requested with respect thereto would
end after the Termination Date.

          2.5. Letters of Credit .

          (a)  L/C Commitment.  (i) Subject to the terms and
conditions hereof, the Issuing Bank, in reliance on the agreements of
the other Banks set forth in Section 2.5(b), agrees to issue letters
of credit ("Letters of Credit") for the account of the Borrower on
any Business Day during the Commitment Period in such form as may be
approved from time to time by the Issuing Bank; provided, that no
Letter of Credit shall be issued if, after giving effect thereto (A)
the amount of the Total Exposure would exceed the amount of the Total
Commitment in effect at such time or (B) the aggregate amount of the
L/C Obligations at such time would exceed the L/C Commitment in
effect at such time.

               (ii) Each Letter of Credit shall:

                    (A)  be denominated in Dollars and shall be a
standby letter of credit; and

                    (B)  expire no later than the earlier of (A) 365
days after its date of issuance and (B) the Termination Date.

               (iii)       Each Letter of Credit shall be subject to
ISP98 and, to the extent not inconsistent therewith, the laws of the
State of Delaware.

               (iv)   Notwithstanding the provisions of this Section
2.5, the Banks and the Borrower hereby agree that the Issuing Bank
may issue, upon the Borrower's request, (A) one or more Letter(s) of
Credit to support the issuance of bonds for the benefit of the
Borrower which by its terms may expire more than 365 days after its
date of issuance and (B) one or more Letter(s) of Credit which by its
terms may be extended for additional periods of up to one year each,
provided in each case that (1) the initial expiration date (or any
subsequent expiration date) of each such Letter of Credit is not
later than the Termination Date, and (2) renewal of such Letters of
Credit, at the Issuing Bank's discretion, shall be available upon
written request from the Borrower to the Issuing Bank at least 20
days (or such other time period as agreed by the Borrower and the
Agent) before the date upon which notice of renewal is otherwise
required.

               (b)  Procedure for Issuance of Letters of Credit.  The
Borrower may from time to time request that the Issuing Bank issue a
Letter of Credit by delivering to the Issuing Bank at its office for
notices specified herein an Application therefor, completed to the
satisfaction of the Issuing Bank, and such other certificates,
documents and other papers and information as the Issuing Bank may
reasonably request.  Upon receipt by the Issuing Bank of any
Application, the Issuing Bank will process such Application and the
certificates, documents and other papers and information delivered to
it in connection therewith in accordance with its customary
procedures and shall, after determining from the Agent that issuance
of the Letter of Credit requested thereby will be within the limits
imposed by Section 2.5(a)(i), issue such Letter of Credit not later
than ten (10) Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers
and information relating thereto (but in no event shall the Issuing
Bank be required to issue any Letter of Credit earlier than five (5)
Business Days after its receipt of the Application therefor and all
such other certificates, documents and other papers and information
relating thereto) by issuing the original of such Letter of Credit to
the beneficiary thereof or as otherwise may be agreed by the Issuing
Bank and the Borrower.  The Issuing Bank shall promptly after issuing
a Letter of Credit furnish copies thereof to the Borrower.

          (c)  L/C Fees, Commissions and Other Charges.  (i) The
Borrower shall pay to the Agent, for the account of the Banks
(including the Issuing Bank) pro rata according to their respective
Commitment Percentages, a letter of credit fee with respect to the
aggregate face amount of all Letters of Credit outstanding, computed
at the rate of three quarters of one percent (.75%) (computed on the
basis of the actual number of days each Letter of Credit is
outstanding in a year of 360 days).  The Borrower shall also pay to
the Issuing Bank, in respect of each Letter of Credit issued by the
Issuing Bank, a fronting fee in an amount not to exceed $250.  The
fees described in the preceding sentences shall be due and payable
quarterly in arrears on each L/C Payment Date and on the Termination
Date or such earlier date as the Commitments are terminated, and
shall be nonrefundable.

               (ii)   In addition to the foregoing fees, the Borrower
shall pay or reimburse the Issuing Bank for such normal and customary
costs and expenses as are incurred or charged by the Issuing Bank in
issuing, effecting payment under, amending or otherwise administering
any Letter of Credit, in accordance with the schedule of such costs
attached hereto as Schedule IV.

               (iii)       The Agent shall, promptly following its
receipt thereof, distribute to the Issuing Bank and the Banks all
fees and commissions received by the Agent for their respective
accounts pursuant to this subsection.

          (d)  L/C Participations.  (i) The Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to
induce the Issuing Bank to issue Letters of Credit hereunder, each
L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from the Issuing Bank, on the terms and
conditions hereinafter stated, for such L/C Participant's own account
and risk, an undivided interest equal to such L/C Participant's
Revolving Credit Commitment Percentage in the Issuing Bank's
obligations and rights under each Letter of Credit issued by the
Issuing Bank hereunder and the amount of each draft paid by the
Issuing Bank thereunder.  Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Bank that, if a draft is paid
under any Letter of Credit issued by the Issuing Bank for which the
Issuing Bank is not reimbursed in full by the Borrower in accordance
with the terms of this Agreement, such L/C Participant shall pay to
the Issuing Bank upon demand at the Issuing Bank's address for
notices specified herein an amount equal to such L/C Participant's
Revolving Credit Commitment Percentage of the amount of such draft or
any part thereof, which is not so reimbursed.  Any action taken or
omitted by the Issuing Bank under or in connection with a Letter of
Credit, if taken or omitted in the absence of gross negligence or
willful misconduct, shall neither create for the Issuing Bank any
resulting liability to any L/C Participant nor constitute a defense
to an L/C Participant's obligation to make the payments to the
Issuing Bank required by the immediately preceding sentence.

               (ii)   If any amount required to be paid by any L/C
Participant to the Issuing Bank pursuant to Section 2.5(d) in respect
of any unreimbursed portion of any payment made by the Issuing Bank
under any Letter of Credit is not paid to the Issuing Bank on the
date such payment is due from such L/C Participant, such L/C
Participant shall pay to the Issuing Bank on demand an amount equal
to the product of (A) such amount, times (B) the daily average
Federal Funds Effective Rate, as quoted by the Issuing Bank, during
the period from and including the date such payment is required to
the date on which such payment is immediately available to the
Issuing Bank, times (C) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of
which is 360.  A certificate of the Issuing Bank submitted to any L/C
Participant with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error.

               (iii)       Whenever, at any time after the Issuing
Bank has made payment under any Letter of Credit and has received
from any L/C Participant its pro rata share of such payment in
accordance with Section 2.5(d)(i), the Issuing Bank receives any
payment related to such Letter of Credit (whether directly from the
Borrower or otherwise, including by way of set-off or proceeds of
collateral applied thereto by the Issuing Bank), or any payment of
interest on account thereof, the Issuing Bank will distribute to such
L/C Participant its pro rata share thereof; provided, however, that
in the event that any such payment received by the Issuing Bank shall
be required to be returned by the Issuing Bank, such L/C Participant
shall return to the Issuing Bank the portion thereof previously
distributed by the Issuing Bank to it.

          (e)  Reimbursement Obligation of the Borrower.  (i) The
Borrower agrees to reimburse the Issuing Bank in respect of a Letter
of Credit on each date on which the Issuing Bank notifies the
Borrower of the date and amount of a draft presented under such
Letter of Credit and paid or to be paid by the Issuing Bank for the
amount of (A) such draft so paid and (B) any taxes, fees, charges or
other direct out of pocket costs or expenses incurred by the Issuing
Bank in connection with such payment.  Each such payment shall be
made to the Issuing Bank at its office listed in Section 9.2 in
Dollars and in immediately available funds.

               (ii)   Interest shall be payable on any and all
amounts remaining unpaid by the Borrower under this subsection from
the date such amounts become payable (whether at stated maturity, by
acceleration or otherwise) until payment in full at the per annum
rate of the Base Rate Option plus 2.0% and shall be payable on demand
by the Issuing Bank.

          (f)  Obligations Absolute.  (i) The obligations of the
Borrower under this Section 2.5 shall be absolute and unconditional
under any and all circumstances and irrespective of any set-off,
counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Bank or any beneficiary of a Letter of
Credit or any other Person.

               (ii)   The Borrower agrees with the Issuing Bank that
the Issuing Bank shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 2.5(e) shall not be affected
by, among other things, (A) the validity or genuineness of any
documents or of any endorsements thereon, even though such documents
shall in fact prove to be invalid, fraudulent or forged, provided,
that reliance upon such documents by the Issuing Bank shall not have
constituted gross negligence or willful misconduct by the Issuing
Bank or (B) any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other Person to which such
Letter of Credit may be transferred or (C) any claims whatsoever of
the Borrower  against any beneficiary of such Letter of Credit or any
such transferee.

               (iii)       The Issuing Bank shall not be liable for
any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit, except for errors or omissions
caused by the Issuing Bank's gross negligence or willful misconduct.

               (iv)   The Borrower agrees that any action taken or
omitted by the Issuing Bank under or in connection with any Letter of
Credit or the related drafts or documents, if done in the absence of
gross negligence or willful misconduct, shall be binding on the
Borrower and shall neither result in any liability of the Issuing
Bank to the Borrower nor constitute a defense to the Borrower's
obligation to reimburse the Issuing Bank.

               (g)  Letter of Credit Payments.  If any draft shall be
presented for payment to the Issuing Bank under any Letter of Credit,
the Issuing Bank shall promptly notify the Borrower of the date and
amount thereof.  The responsibility of the Issuing Bank to the
Borrower in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under
such Letter of Credit in connection with such presentment are in
conformity with such Letter of Credit.

               (h)  Application.  To the extent that any provision of
any Application related to any Letter of Credit is inconsistent with
the provisions of this Agreement, the provisions of this Agreement
shall apply.

          2.6. Fees.  (a)  The Borrower agrees to pay to the Agent
for the account of each Bank a commitment fee (a "Commitment Fee")
for the period from and including the first day of the Commitment
Period to the Termination Date, computed at a rate per annum equal to
1/4%, calculated on the basis of a 360 day year for the actual days
elapsed, on the average daily amount of the difference between the
Commitment of such Bank and its Exposure during the period for which
payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the Termination Date or
such earlier date as the Total Commitment shall be permanently
reduced or terminated as provided herein, commencing on the first of
such dates to occur after the date hereof.  Each payment by the
Borrower on account of the Commitment Fee shall be made pro rata
according to the Banks' respective Revolving Credit Commitment
Percentages.

               (b)  The Borrower agrees to pay to the Agent for its
own account a closing fee in the amount of $20,000, payable on the
Closing Date.
               (c)  The Borrower agrees to pay to the Agent for its
own account an annual administrative fee in the amount of $5,000,
payable annually in arrears commencing March 1, 2001.

               (d)  All fees shall be paid on the dates due, in
immediately available funds, to the Agent for distribution, if and as
appropriate, among the Banks.  Once paid, none of the fees shall be
refundable under any circumstances.

          2.7. Notes; Repayment of Revolving Credit Loans .  The
Revolving Credit Loans made by each Bank shall be evidenced by a
single Revolving Credit Note duly executed on behalf of the Borrower,
dated the Closing Date, in substantially the form attached hereto as
Exhibit B-1 with the blanks appropriately filled, payable to such
Bank in a principal amount equal to the Commitment of such Bank.
Each Note shall bear interest from the date thereof on the
outstanding principal balance thereof as set forth in Section 2.8.
The outstanding principal balance of each Revolving Credit Loan, as
evidenced by the relevant Note, shall be payable on the Termination
Date.  The Borrower hereby authorizes the Agent to charge any deposit
account of the Borrower maintained with the Agent for any payment
when due hereunder.

          2.8. Interest on Revolving Credit Loans .  (a)  Subject to
the provisions of Section 2.9, each Base Rate Loan shall bear
interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be) at a rate per
annum equal to the Base Rate minus 1% (the "Base Rate Option").

               (b)  Subject to the provisions of Section 2.9, each
Eurodollar Loan shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per
annum equal to the Eurodollar Rate for the Interest Period in effect
for such Loan plus .75% (the "Eurodollar Rate Option").

               (c)  Interest on each Revolving Credit Loan shall be
payable on each Interest Payment Date applicable to such Loan;
provided, that interest accruing on overdue amounts pursuant to
Section 2.9 shall be payable on demand.  The Agent's calculation of
the Eurodollar Rate and the Base Rate shall be conclusive absent
manifest error.

          2.9. Default Rate; Inability to Determine Interest Rate .
(a)  Upon the occurrence of and during the continuance of an Event of
Default under Section 7.1(a) or (g), the outstanding principal amount
of the Loans and, to the extent permitted by law, accrued and unpaid
interest thereon and any other amount payable hereunder shall bear
interest from the date of such occurrence until paid in full (after
as well as before judgment) at a rate per annum which is equal to two
percent (2%) in excess of the Base Rate Option.  Upon the occurrence
of and during the continuance of an Event of Default other than under
Section 7.1(a) or (g), the outstanding principal amount of the Loans
and, to the extent permitted by law, accrued and unpaid interest
thereon and any other amount payable hereunder shall bear interest
from the date that the Agent shall send notice to the Borrower of the
application of the default rate until paid in full (after as well as
before judgment) at a rate per annum which is equal to two percent
(2%) in excess of the Base Rate Option.  The Borrower acknowledges
that such increased interest rate reflects, among other things, the
fact that such loans or other amounts have become a substantially
greater risk given its default status and that the Banks are entitled
to additional compensation for such risk.

               (b)  In the event, and on each occasion, that prior to
the commencement of any Interest Period for a Eurodollar Loan, the
Agent shall have determined (which determination shall be conclusive
and binding upon the Borrower) that dollar deposits in the principal
amount of such Eurodollar Loan are not generally available in the
London interbank market, or that the rate at which such dollar
deposits are being offered will not adequately and fairly reflect the
cost to the Banks of making or maintaining the principal amount of
such Eurodollar Loan during such Interest Period, or that reasonable
means do not exist for ascertaining the Eurodollar Rate, the Agent
shall, as soon as practicable thereafter, give written, telegraphic
or telephonic notice of such determination to the Borrower and the
Banks.  After such notice shall have been given and until the
circumstances giving rise to such notice no longer exist, each
request for a Eurodollar Loan or for conversion to or maintenance of
a Eurodollar Loan pursuant to the terms of this Agreement shall be
deemed to be a request for a Base Rate Loan.

          2.10.     Termination, Reduction and Extension of
Commitments .  (a)  The Total Commitment shall be automatically
terminated on the Termination Date.

               (b)  Subject to the last sentence of this paragraph,
upon at least five Business Days' prior irrevocable written or
telecopy notice to the Agent, the Borrower may at any time in whole
permanently terminate, or from time to time permanently reduce, the
Total Commitment.  Each partial reduction of the Total Commitment
shall be in a minimum principal amount of $5,000,000 or in whole
multiples thereof, and no such termination or reduction shall be made
which would, after giving effect to any prepayments of Revolving
Credit Loans on such date reduce the Total Commitment to an amount
less than the amount of the Total Exposure.

               (c)  Each reduction in the Total Commitment hereunder
shall be made ratably among the Banks in accordance with their
respective Commitment Percentages.  The Borrower shall pay to the
Agent for the account of the relevant Banks, on the date of each
termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to the date of such
termination or reduction.  In connection with any reduction of the
Total Commitment, the Borrower shall make any prepayment required
under Section 2.11(b).

               (d)  During the period beginning ninety days prior to
the first and any subsequent anniversary of the Closing Date and
ending on such anniversary, the Borrower may deliver to the Agent
(which shall promptly transmit to each Bank) a notice requesting that
the Commitments be extended to the first anniversary of the
Termination Date then in effect.  Within forty-five days after its
receipt of any such notice, each Bank shall notify the Agent of its
willingness or unwillingness to extend its Commitment.  Any Bank that
shall fail to notify the Agent within such period shall be deemed to
have declined to extend its Commitment.  If each (but only if each)
Bank agrees to extend its Commitment, the Agent shall so notify the
Borrower and each Bank, whereupon (i) the respective Commitments of
the Banks shall without further act by any party hereto, be extended
to the first anniversary of the Termination Date then in effect and
(ii) the term "Termination Date" shall thereafter mean such first
anniversary of the then existing Termination Date.  Any such
extension shall be evidenced by a written agreement among the Agent,
the Banks and the Borrower, such agreement to be in form and
substance acceptable to the Agent and the Banks.  In the event that
one or more Banks (each a "Non-Electing Bank") shall have declined or
been deemed to have declined to extend its or their Commitment and
Banks holding a majority in amount of the Commitments shall have
notified the Agent of their desire to extend their Commitments, the
Borrower shall have the right, but not the obligation, at its own
expense, upon notice to each such Non-Electing Bank and the Agent, to
replace all (but not less than all) such Non-Electing Banks (in
accordance with and subject to the restrictions contained in Section
9.6) at any time before the thirtieth (30th) day prior to the
Termination Date with one or more assignees (each a "Replacement
Bank") willing to purchase all of the Non-Electing Banks' interests
hereunder and to agree to extend its or their Commitment in
accordance with the notice referred to in the first sentence of this
paragraph (d).  In such event, each Non-Electing Bank shall promptly
upon request transfer and assign without recourse (in accordance with
and subject to the restrictions contained in Section 9.6) all its
interests, rights and obligations under this Agreement to the
applicable Replacement Bank; provided, however, that (i) no such
assignment shall conflict with any law or any rule, regulation or
order of any Governmental Authority, (ii) the applicable Replacement
Bank shall pay to the applicable Non-Electing Bank in immediately
available funds on the date of such assignment the principal of and
interest accrued to the date of payment on the Loans made by such
Non-Electing Bank hereunder and all other amounts accrued for such
Non-Electing Bank's account or owed to it hereunder (including
Commitment Fees and any unpaid costs or expenses), and (iii) a
Non-Electing Bank shall not be required to sell its interests
hereunder unless the Borrower has arranged for one or more
Replacement Banks to acquire the interests of all other Non-Electing
Banks.  If, as a result of the foregoing, each Bank (including
Replacement Banks, but excluding Non-Electing Banks whose interests
have been purchased as provided above) has agreed to extend its
Commitment, the Commitments shall be extended as provided in clause
(i) of the fourth sentence of this paragraph and the term Termination
Date shall have the meaning set forth in clause (ii) in such fourth
sentence of this paragraph (d).

          2.11.     Optional and Mandatory Prepayments of Revolving
Credit Loans .  (a)  The Borrower shall have the right at any time
and from time to time to prepay any Revolving Credit Borrowing, in
whole or in part, without premium or penalty (but in any event
subject to Section 2.15), upon prior written, telecopy or telephonic
notice to the Agent given no later than 10:30 a.m., Wilmington time,
one Business Day before any proposed prepayment; provided, however,
that each such partial prepayment shall be in the principal amount of
at least (x) with respect to Base Rate Loans, $100,000 or in whole
multiples thereof and (y) with respect to Eurodollar Loans, $500,000
or in whole multiples of $100,000 in excess thereof or, in either
case, the entire amount outstanding, whether or not divisible by
$100,000.

               (b)  On the date of any reduction of the Total
Commitment pursuant to Section 2.10, the Borrower shall pay or prepay
so much of the Revolving Credit Borrowings as shall be necessary in
order that, after giving effect to such reduction and any such
payments, the Total Exposure at such time will not exceed the Total
Commitment.

               (c)  Each notice of prepayment shall specify the
prepayment date and the principal amount of each Borrowing of
Revolving Credit Loans to be prepaid, shall be irrevocable and shall
commit the Borrower to prepay such Borrowing (or portion thereof) by
the amount stated therein.  All prepayments on Eurodollar Loans under
this Section shall be accompanied by accrued interest on the
principal amount being prepaid to the date of prepayment.

          2.12.     Illegality .  Notwithstanding any other provision
herein, if any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any
Bank to make or maintain Eurodollar Loans as contemplated by this
Agreement, (a) the commitment of such Bank hereunder to make or
refinance Eurodollar Loans, continue Eurodollar Loans as such and
convert or refinance Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Bank's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base
Rate Loans on the respective last days of the then current Interest
Periods with respect to such Loans or within such earlier period as
required by law.  If any such conversion of a Eurodollar Loan occurs
on a day which is not the last day of the then current Interest
Period with respect thereto, the Borrower shall pay to such Bank such
amounts, if any, as may be required pursuant to Section 2.15.

          2.13.     Requirements of Law .  (a)  In the event that any
change in any Requirement of Law or in the interpretation, or
application thereof or compliance by any Bank with any request or
directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date
hereof:

               (i)    shall subject any Bank to any tax of any kind
whatsoever with respect to this Agreement, any Note, any Letter of
Credit, any Application or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Bank in respect thereof
(except for taxes covered by Section 2.14 and changes in the rate of
tax on the overall net income, gross receipts or revenue of such
Bank);

               (ii)   shall impose, modify or hold applicable any
reserve, special deposit or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances,
loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Bank which is not otherwise included in
the determination of the interest rate on such Eurodollar Loan
hereunder; or

               (iii)       shall impose on such Bank any other
condition;

and the result of any of the foregoing is to increase the cost to
such Bank, by an amount which such Bank deems to be material, of
making, converting into, continuing or maintaining Eurodollar Loans
or issuing or participating in Letters of Credit or to reduce any
amount receivable hereunder in respect thereof then, in any such
case, the Borrower shall as promptly as practicable pay such Bank,
upon its demand, any additional amounts necessary to compensate such
Bank for such increased cost or reduced amount receivable; provided,
that the Borrower shall not be liable for any such amounts incurred
by such Bank more than 90 days prior to the date of such Bank's
notification to the Borrower.  If any Bank becomes entitled to claim
any additional amounts pursuant to this subsection, it shall as
promptly as practicable notify the Borrower, through the Agent, of
the event by reason of which it has become so entitled.  A
certificate as to any additional amounts payable pursuant to this
subsection submitted by such Bank, through the Agent, to the Borrower
shall be reasonably detailed and include supporting documentation,
and shall be conclusive in the absence of manifest error.  This
covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder.

               (b)  In the event that any Bank shall have determined
that any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by such
Bank or any corporation controlling such Bank with any request or
directive regarding capital adequacy (whether or not having the force
of law) from any Governmental Authority made subsequent to the date
hereof does or shall have the effect of reducing the rate of return
on such Bank's or such corporation's capital as a consequence of its
obligations hereunder or under any Letter of Credit to a level below
that which such Bank or such corporation could have achieved but for
such change or compliance (taking into consideration such Bank's or
such corporation's policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time,
after submission by such Bank to the Borrower (with a copy to the
Agent) of a written request therefor, which shall be reasonably
detailed and include supporting documentation, the Borrower shall pay
to such Bank such additional amount or amounts as will compensate
such Bank for such reduction; provided, that the Borrower shall not
be liable for any such amounts incurred by such Bank more than 90
days prior to the date of such Bank's notification to the Borrower.

               (c)  Each Bank agrees that it will use reasonable
efforts in order to avoid or to minimize, as the case may be, the
payment by the Borrower of any additional amount under Section
2.13(b); provided, however, that no Bank shall be obligated to incur
any expense, cost or other amount in connection with utilizing such
reasonable efforts.

               (d)  Notwithstanding the foregoing Section 2.13(a),
(b) and (c), the Borrower shall not be required to pay any additional
amounts to any Bank that is not incorporated under the laws of the
United States or a state thereof as a result of any change in any
Requirement of Law or compliance by such Bank with any request or
directive from any central bank or Governmental Authority to the
extent that such additional amounts exceed the amounts that would
have been payable by the Borrower under Section 2.13(a), (b) or (c)
to a Bank incorporated under the laws of the United States or a state
thereof.

          2.14.     Taxes.  (a)  All payments made by the Borrower
under this Agreement and the Notes shall be made free and clear of,
and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts,
duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental
Authority (excluding, net income taxes and franchise or gross
receipts taxes imposed in lieu of net income taxes imposed on the
Agent or any Bank as a result of a present or former connection
between the jurisdiction of the government or taxing authority
imposing such tax and the Agent or such Bank (excluding a connection
arising solely from the Agent or such Bank having executed, delivered
or performed its obligations or received a payment under, or
enforced, this Agreement or the Notes)) (all such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions and withholdings
being hereinafter called "Taxes").  If any Taxes are required to be
withheld from any amounts payable to the Agent or any Bank hereunder
or under the Notes, the amounts so payable to the Agent or such Bank
shall be increased to the extent necessary to yield to the Agent or
such Bank (after payment of all Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in
this Agreement and the Notes.  Whenever any Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send
to the Agent for its own account or for the account of such Bank, as
the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof.  If the Borrower
fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agent
and the Banks for any incremental taxes, interest or penalties that
may become payable by the Agent or any Bank as a result of any such
failure.  The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Notes and all
other amounts payable hereunder.

               (b)  Each Bank that is not incorporated under the laws
of the United States of America or a state thereof agrees that it
will deliver to the Borrower and the Agent (i) two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224 or
successor applicable form, as the case may be, and (ii) an Internal
Revenue Service Form W-8 or W-9 or successor applicable form.  Each
such Bank also agrees to deliver to the Borrower and the Agent two
further copies of the said Form 1001 or 4224 and Form W-8 or W-9, or
successor applicable forms or other manner of certification, as the
case may be, on or before the date that any such form expires or
becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the
Borrower, and such extensions or renewals thereof as may reasonably
be requested by the Borrower or the Agent, unless in any such case an
event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable
or which would prevent such Bank from duly completing and delivering
any such form with respect to it and such Bank so advises the
Borrower and the Agent.  Such Bank shall certify (i) in the case of a
Form 1001 or 4224, that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States
federal income taxes and (ii) in the case of a Form W-8 or W-9, that
it is entitled to an exemption from United States backup withholding
tax.

               (c)  Notwithstanding the foregoing Section 2.14(a) or
(b), the Borrower shall not be required to pay any additional amounts
pursuant to such Sections (i) to any Bank in respect of United States
withholding tax if (A) the obligation to pay such additional amounts
would not have arisen but for a failure by such Bank to comply with
the requirements of Section 2.14(b) or (B) such Bank shall not have
furnished the Borrower with such forms listed in Section 2.14(b) and
shall not have taken such other steps as reasonably may be available
to it under applicable tax laws and any applicable tax treaty or
convention to obtain an exemption from, or reduction (to the lowest
applicable rate) of, such United States withholding tax or (ii) to
any Bank that is not incorporated under the laws of the United States
or a state thereof to the extent that such additional amounts exceed
the amounts that would have been payable by the Borrower under
Section 2.14(a) or (b) to a Bank incorporated under the laws of the
United States or a state thereof.

          2.15.     Indemnity .  (a)  The Borrower agrees to
indemnify each Bank and to hold each Bank harmless from any loss or
expense which such Bank may sustain or incur as a consequence of
(i) default by the Borrower in payment when due of the principal
amount of or interest on any Eurodollar Loan, (ii) default by the
Borrower in making a borrowing of, conversion into or continuation of
Eurodollar Loans after the Borrower has given a notice requesting the
same in accordance with the provisions of this Agreement, (iii)
default by the Borrower in making any prepayment after the Borrower
has given a notice thereof in accordance with the provisions of this
Agreement or (iv) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect
thereto.  This covenant shall survive the termination of this
Agreement and the payment of the Notes and all other amounts payable
hereunder.

               (b)  For the purpose of calculation of all amounts
payable to a Bank under this subsection, each Bank shall be deemed to
have actually funded its relevant Eurodollar Loan through the
purchase of a deposit bearing interest at the Eurodollar Rate in an
amount equal to the amount of that Eurodollar Loan and having a
maturity comparable to the relevant Interest Period; provided,
however, that each Bank may fund each of its Eurodollar Loans in any
manner it sees fit, and the foregoing assumption shall be utilized
only for the calculation of amounts payable under this subsection.
This covenant shall survive the termination of this Agreement and the
payment of the Notes and all other amounts payable hereunder.

          2.16.     Pro Rata Treatment, etc.   Except as required
under Section 2.12, each Revolving Credit Borrowing, each payment or
prepayment of principal of any Revolving Credit Borrowing, each
payment of interest on the Revolving Credit Loans, each payment of
Letter of Credit fees (other than fees for the account of the Issuing
Bank), each reduction of the Commitments, each refinancing of any
Borrowing with a Revolving Credit Borrowing of any Type, each payment
of Commitment Fees and each conversion of Revolving Credit Loans,
shall be made pro rata among the Banks in accordance with their
respective Commitment Percentages.  Each Bank agrees that in
computing such Bank's portion of any Borrowing to be made hereunder,
the Agent may, in its discretion, round each Bank's percentage of
such Borrowing to the next higher or lower whole dollar amount.

          2.17.     Payments .  (a)  The Borrower shall make each
payment (including principal of or interest on any Loan or any fees
or other amounts) hereunder not later than 12:00 (noon), Dover time,
on the date when due in Dollars to the Agent at its offices specified
in Section 9.2 or at such other place as may be designated by the
Agent, in immediately available funds.  The Agent shall distribute to
the Banks any payments received by the Agent on the date received in
like funds as received.

               (b)  Whenever any payment (including principal of or
interest on any Loan or any fees or other amounts) hereunder shall
become due, or otherwise would occur, on a day that is not a Business
Day, such payment may be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the
computation of interest or fees, if applicable.

          2.18.     Conversion and Continuation Options .  The
Borrower shall have the right at any time upon prior irrevocable
notice to the Agent (i) not later than 12:00 noon, Wilmington time,
on the Business Day of conversion, to convert any Eurodollar Loan to
a Base Rate Loan, (ii) not later than 12:00 noon, Wilmington time,
three Business Days prior to conversion or continuation, to (y)
convert any Base Rate Loan into a Eurodollar Loan, or (z) to continue
any Eurodollar Loan as a Eurodollar Loan for any additional Interest
Period and (iii) not later than 12:00 noon, Wilmington time, three
Business Days prior to conversion, to convert the Interest Period
with respect to any Eurodollar Loan to another permissible Interest
Period, subject in each case to the following:

               (a)  a Eurodollar Loan may not be converted at a time
other than the last day of the Interest Period applicable thereto;

               (b)  any portion of a Loan maturing or required to be
repaid in less than one month may not be converted into or continued
as a Eurodollar Loan;

               (c)  no Eurodollar Loan may be continued as such and
no Base Rate Loan may be converted to a Eurodollar Loan when any
Default or Event of Default has occurred and is continuing and the
Agent or the Required Banks have determined that such a continuation
is not appropriate;

               (d)  any portion of a Eurodollar Loan that cannot be
converted into or continued as a Eurodollar Loan by reason of Section
2.18(b) or (c) automatically shall be converted at the end of the
Interest Period in effect for such Loan to a Base Rate Loan; and

               (e)  on the last day of any Interest Period for
Eurodollar Loans if the Borrower shall have failed to give notice of
conversion or continuation as described in this subsection or if such
conversion or continuation is not permitted pursuant to this Section
2.18, such Loans shall be converted to Base Rate Loans on the last
day of such then expiring Interest Period.

Accrued interest on a Loan (or portion thereof) being converted shall
be paid by the Borrower at the time of conversion.

          2.19.     Use of Proceeds .  The Letters of Credit and the
proceeds of the Loans shall be used by the Borrower for working
capital and general corporate purposes in the ordinary course of
business.


     SECTION 3.  REPRESENTATIONS AND WARRANTIES

          To induce the Agent and the Banks to enter into this
Agreement, and to make the Loans and to issue and/or participate in
Letters of Credit, the Borrower hereby represents and warrants to the
Agent and each Bank that:

          3.1. Financial Condition .  (a)  Audited Financials.  The
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at June 30, 1998 and the related consolidated
statements of income and of cash flows for the fiscal year ended on
such date, copies of which have heretofore been furnished to each
Bank, present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash
flows for the fiscal year then ended.  All such financial statements,
including the related schedules and notes thereto, have been prepared
in accordance with GAAP applied consistently throughout the periods
involved.  Neither the Borrower nor any of its consolidated
Subsidiaries had, as of December 31, 1998, any material Contingent
Obligation, liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any
Interest Hedge Agreement, which is not reflected in the financial
statements contained in the Borrower's Quarterly Report on Form 10-Q
for the period ended December 31, 1998 or the notes thereto.

               (b)  No Sales.  During the period from December 31,
1998, to and including the date of this Agreement there has been no
sale, transfer or other disposition by the Borrower or any of its
consolidated Subsidiaries of any material part of its business or
property and no purchase or other acquisition of any business or
property (including any Capital Stock of any other Person) material
in relation to the financial condition of the Borrower and its
consolidated Subsidiaries at December 31, 1998.

          3.2. No Adverse Change .  Since December 31, 1998, there
has been no development or event nor any prospective development or
event which has had or could reasonably be expected individually or
in the aggregate to have a Material Adverse Effect.

          3.3. Corporate Existence; Compliance with Law .  Each of
the Borrower and its Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its organization, (b) has the corporate power and authority, and the
legal right, to own and operate its property, to lease the property
it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation and
in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its
business requires such qualification except to the extent that the
failure to be so qualified and/or in good standing could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          3.4. Corporate Power; Authorization; Enforceable
Obligations .  The Borrower has the corporate power, authority, and
legal right, to make, deliver and perform this Agreement, the Notes
and the other Loan Documents to which it is a party and to borrow
hereunder and has taken all necessary corporate action to authorize
the borrowings on the terms and conditions of this Agreement and the
Notes and to authorize the execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents to which it is
a party.  No consent or authorization of, filing with or other act by
or in respect of, any Governmental Authority or any other Person
(including stockholders and creditors of the Borrower) is required in
connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement,
the Notes or the other Loan Documents.  This Agreement has been, and
each Note and other Loan Document will be, duly executed and
delivered on behalf of the Borrower.  This Agreement constitutes, and
each Note and other Loan Document when executed and delivered will
constitute, a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

          3.5. No Legal Bar .  The execution, delivery and
performance of this Agreement, the Notes and the other Loan Documents
by the Borrower, the borrowings hereunder and the use of the proceeds
thereof will not violate any Requirement of Law or Contractual
Obligation of the Borrower or of any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any
of its or their respective properties or revenues pursuant to any
such Requirement of Law or Contractual Obligation.

          3.6. No Material Litigation .  No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority
is pending or, to the knowledge of the Borrower, threatened against
the Borrower or any of its Subsidiaries or against any of its or
their respective properties or revenues (a) with respect to this
Agreement, the Notes or the other Loan Documents or any of the
transactions contemplated hereby, or (b) as to which there is a
reasonable likelihood of an adverse determination and which, if
adversely determined, could reasonably be expected to have a Material
Adverse Effect.

          3.7. No Default .  Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect.  No Default or Event of
Default has occurred and is continuing.

          3.8. Taxes .  Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns which, to its knowledge,
are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any
of its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority (other than
any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of
the Borrower or its Subsidiaries, as the case may be); no tax Lien
has been filed against the Borrower or any of its Subsidiaries, and,
to the knowledge of the Borrower, no claim is being asserted, with
respect to any such tax, fee or other charges.

          3.9. Federal Regulations .  No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock"
within the respective meanings of each of the quoted terms under
Regulation U or for any purpose which violates the provisions of
Regulation U.  If requested by any Bank or the Agent, the Borrower
will furnish to the Agent and each Bank a statement to the foregoing
effect in conformity with the requirements of FR Form U-l referred to
in said Regulation U.  No part of the proceeds of the loans hereunder
will be used for any purpose which violates, or which is inconsistent
with, the provisions of Regulation X.

          3.10.     ERISA .  (a) Neither a Reportable Event nor an
"accumulated funding deficiency" (within the meaning of Section 412
of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is
made or deemed made with respect to any Single Employer Plan, and
each Single Employer Plan has compiled in all material respects with
the applicable provisions of ERISA and the Code.  No termination of a
Single Employer Plan has occurred and no lien in favor of the PBGC or
a Plan has arisen during the five-year period prior to the date as of
which this representation is made or deemed made.  No other event or
condition has occurred or exists with respect to any Plan that could
reasonably be expected individually or in the aggregate to have a
Material Adverse Effect.

               (b)  The present value of all accrued benefits under
each Single Employer Plan in which the Borrower or any Commonly
Controlled Entity is a participant (based on those assumptions used
to fund the Plans) did not, as of the last annual valuation date
prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such
accrued benefits by an amount in excess of ten percent (10%) of
Consolidated Net Worth as of the end of the most recent fiscal year
of the Borrower for which financial statements have been delivered to
the Banks pursuant to this Agreement.

               (c)  Neither the Borrower nor any Commonly Controlled
Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Borrower nor any Commonly
Controlled Entity would become subject to any liability under ERISA
if the Borrower or any such Commonly Controlled Entity were to
withdraw completely from all Multiemployer Plans as of the valuation
date most closely preceding the date on which this representation is
made or deemed made, in any such case which could reasonably be
expected individually or in the aggregate to have a Material Adverse
Effect.

               (d)  To the Borrower's knowledge, no such
Multiemployer Plan is in "reorganization" or "insolvent," within the
meaning of such terms as used in ERISA.

               (e)  The present value (determined using actuarial and
other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the liability of the
Borrower and each Commonly Controlled Entity for post retirement
benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of
ERISA) does not, in the aggregate, exceed the assets under all such
Plans allocable to such benefits by an amount in excess of ten
percent (10%) of the Borrower's consolidated net worth as of the end
of the most recent fiscal year of the Borrower for which financial
statements have been delivered to the Banks pursuant to this
Agreement.

          3.11.     Investment Company Act; Public Utility Holding
Company Act .  Neither the Borrower nor any of its Subsidiaries is
(a) an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company
Act of 1940, as amended; (b) a "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of either a
"holding company" or a "subsidiary company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or (c)
subject to any other federal or state law or regulation which
purports to restrict or regulate its ability to borrow money.

          3.12.     Purpose of Loans; Letters of Credit .  The
proceeds of the Loans and the Letters of Credit shall only be used by
the Borrower for the purposes permitted under Section 2.19.

          3.13.     Environmental Matters .  To the best knowledge of
the Borrower, each of the representations and warranties set forth in
paragraphs (a) through (e) of this subsection is true and correct
with respect to each parcel of real property owned or operated by the
Borrower or any of its Subsidiaries (the "Properties"), except to the
extent that the facts and circumstances giving rise to any such
failure to be so true and correct could not reasonably be expected to
have a Material Adverse Effect:

               (a)  The Properties do not contain, and have not
previously contained, in, on, or under, including, without
limitation, the soil and groundwater thereunder, any Materials of
Environmental Concern in concentrations which violate Environmental
Laws.

               (b)  The Properties and all operations and facilities
at the Properties are in compliance with Environmental Laws, and
there is no Materials of Environmental Concern contamination or
violation of any Environmental Law which would materially interfere
with the continued operation of any of the Properties or materially
impair the fair saleable value of any thereof.

               (c)  Neither the Borrower nor any of its Subsidiaries
has received or is aware of any claim, notice of violation, alleged
violation, non-compliance, investigation or advisory action or
potential liability regarding environmental matters or compliance of
Environmental Law with regard to the Properties which has not been
satisfactorily resolved by the Borrower or such Subsidiary, nor is
the Borrower or any of its Subsidiaries aware or have reason to
believe that any such action is being contemplated, considered or
threatened.

               (d)  Materials of Environmental Concern have not been
generated, treated, stored, disposed of, at, on or under any of the
Properties in violation of Environmental Laws, nor have any Materials
of Environmental Concern been transferred from the Properties to any
other location except in either case in the ordinary course of
business of the Borrower and its Subsidiaries and in material
compliance with all Environmental Laws.

               (e)  There are no governmental, administrative actions
or judicial proceedings pending or, to the best knowledge of the
Borrower, contemplated under any Environmental Laws to which the
Borrower or any of its Subsidiaries is or will be named as a party
with respect to the Properties, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial requirements outstanding under
any Environmental Law with respect to any of the Properties.

          3.14.     No Burdensome Restrictions .  No Requirement of
Law or Contractual Obligation of the Borrower or any of its
Subsidiaries could reasonably be expected to have a Material Adverse
Effect.

          3.15.     Ownership of Borrower and Subsidiaries .  The
beneficial ownership of the Capital Stock of the Borrower by its
executive officers, directors and 5% shareholders has not changed
materially from that set forth in the Borrower's most recent proxy
statement as filed with the Securities and Exchange Commission.  The
Borrower owns all of the issued and outstanding capital stock of each
of the Guarantors and, as of the date of this Agreement, the Borrower
owns all of the issued and outstanding Capital Stock of each of its
Subsidiaries.

          3.16.     Patents, Trademarks, etc.   Each of the Borrower
and its Subsidiaries has obtained and holds in full force and effect
or is licensed to use all patents, trademarks, servicemarks, trade
names, copyrights and other such rights, free from burdensome
restrictions, which are necessary for the operation of its business
as presently conducted.  To the Borrower's best knowledge, no
material product, process, method, substance, part or other material
presently sold by or employed by the Borrower or any Subsidiary in
connection with such business infringes any patent, trademark,
service mark, trade name, copyright, license or other right owned by
any other Person.  There is not pending or, to the Borrower's
knowledge, overtly threatened any claim or litigation against or
affecting the Borrower or any Subsidiary contesting its right to sell
or use any such product, process, method, substance, part or other
material which could reasonably be expected to have a Material
Adverse Effect.

          3.17.     Ownership of Property .  Each of the Borrower and
its Subsidiaries has good and marketable fee simple title to or valid
leasehold interests in all real property owned or leased by it, and
good title to all of its personal property subject to no Lien of any
kind except Permitted Liens.

          3.18.     Licenses, etc.   Each of the Borrower and its
Subsidiaries has obtained and holds in full force and effect, all
franchises, licenses, permits, certificates, authorizations,
qualifications, easements, rights of way and other rights, consents
and approvals which are necessary for the operation of its business
as presently conducted.

          3.19.     Labor Matters .  Except as set forth on Schedule
3.19, as of the Closing Date, there are no collective bargaining
agreements or Multiemployer Plans covering the employees of the
Borrower, and the Borrower has not suffered any strikes, walkouts,
work stoppages or other material labor difficulty within the last
five years and to the best knowledge of the Borrower, there are none
now threatened.

          3.20.     Material Contracts . All material contracts
relating to the business operations of the Borrower are valid,
binding and enforceable upon the Borrower and, to the Borrower's
knowledge, each of the parties thereto in accordance with their
respective terms, and there is no material default thereunder, to the
Borrower's knowledge, with respect to parties other than the
Borrower.

          3.21.     Insurance . The Borrower currently maintains
insurance which meets or exceeds the requirements of Section 5.5  No
notice has been given or claim made and no grounds exist to cancel or
avoid any insurance policies or other bonds to which the Borrower is
a party or to reduce the coverage provided thereby or any
replacements thereof.  Such policies and bonds or any replacements
thereof provide adequate coverage from reputable and financially
sound insurers in amounts sufficient to insure the assets and risks
of the Borrower in accordance with prudent business practice in the
industry of the Borrowers.

          3.22.     Senior Debt Status .   The obligations of the
Borrower under this Agreement and the Notes do rank and will rank at
least pari passu in priority of payment with all other indebtedness
of the Borrower except indebtedness of the Borrower to the extent
secured by Permitted Liens.  There is no Lien upon or with respect to
any of the properties or income of the Borrower which secures
indebtedness or other obligations of any Person except for Permitted
Liens.

          3.23.     No Material Misstatements .  To the best of the
Borrower's knowledge, no information furnished by or on behalf of the
Borrower or any Subsidiary to the Agent or any Bank in this Agreement
or any Schedule or Exhibit attached hereto, or in the Borrower's
financial projections delivered pursuant to Section 4.1(k) hereof,
contains any misstatement of fact, or omitted or omits to state any
fact necessary to make the statements therein not misleading, where
such misstatement or omission would be material to the interests of
the Banks with respect to the Borrower's performance of its
obligations hereunder.  Any projections, forecasts or budgets
provided by the Borrower to the Agent or any Bank (other than the
financial projections delivered pursuant to Section 4.1(k) hereof)
are expressly excluded from this Section and the Borrower makes no
representation or warranty as to their accuracy or reliability.  With
regard to the financial projections delivered pursuant to Section
4.1(k), the Borrower shall be entitled to a cross-reference therein
to the forward-looking statements disclaimers contained in its
filings with the Securities and Exchange Commission and the benefits
of the safe harbor afforded under the Private Securities Litigation
Reform Act of 1995.

          3.24.     Year 2000 Compliance .  The Borrower and its
Subsidiaries have reviewed the areas within their business and
operations which could be adversely affected by, and have developed
or are developing a program to address on a timely basis, the risk
that certain computer applications, as well as embedded microchips in
noncomputing devices, used by the Borrower or its Subsidiaries (or
any of their respective material suppliers, customers or vendors) may
be unable to recognize and perform properly date-sensitive functions
involving dates prior to and after December 31, 1999 (the "Year 2000
Problem").  The Year 2000 Problem will not result in a Material
Adverse Effect.


SECTION 4.  CONDITIONS PRECEDENT
          4.1. Conditions to Closing .  The agreement of each Bank to
enter into this Agreement and make the initial Extension of Credit is
subject to the satisfaction, immediately prior to or concurrently
with such Extension of Credit, of the following conditions precedent:

               (a)  Loan Documents.  The Agent shall have received
(i) this Agreement, executed and delivered by a duly authorized
officer of the Borrower, with a counterpart for each Bank, (ii) for
the account of each Bank, a Revolving Credit Note conforming to the
requirements hereof and executed by a duly authorized officer of the
Borrower, (iii) for the account of the Swing Line Bank, the Swing
Line Note conforming to the requirements hereof and executed by a
duly authorized officer of the Borrower and (iv) the Guaranty
Agreement, executed and delivered by a duly authorized officer of
each Guarantor.

               (b)  Corporate Proceedings of the Borrower and the
Guarantors.  The Agent shall have received a copy of the resolutions
or other corporate proceedings or action, in form and substance
satisfactory to the Agent, (i) taken on behalf of the Borrower
authorizing (A) the execution, delivery and performance of this
Agreement, the Notes and the other Loan Documents to which it is a
party, and (B) the borrowings contemplated hereunder, and (ii) taken
on behalf of each Guarantor authorizing the execution, delivery and
performance of the Guaranty Agreement, in each case certified by the
secretary or assistant secretary of the Borrower or such Guarantor as
of the Closing Date, which certificates shall state that such
resolutions, or other corporate proceedings or action thereby
certified have not been amended, modified, revoked or rescinded and
shall be in form and substance satisfactory to the Agent.

               (c)  Representations and Warranties True; No Default.
The representations and warranties of the Borrower contained in
Section 3 hereof shall be true and accurate on and as of the Closing
Date with the same effect as though such representations and
warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date
or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to
therein), and the Borrower shall have performed and complied with all
covenants and conditions hereof; and no Event of Default or Default
under this Agreement shall have occurred and be continuing or shall
exist; and the Borrower shall have delivered to the Agent a
certificate to that effect signed by a Responsible Officer.

               (d)  Corporate Documents.  The Agent shall have
received true and complete copies of the articles or certificate of
incorporation and bylaws of the Borrower, certified as of the Closing
Date as complete and correct copies thereof by the secretary or
assistant secretary of the Borrower, and a good standing certificate
recently issued by the Secretary of State (or the equivalent thereof)
of the jurisdiction of incorporation of the Borrower and each
Guarantor and of each state in which the Borrower is required to be
qualified to transact business.

               (e)  Incumbency.  The Agent shall have received (i) a
written certificate dated the Closing Date by the secretary or
assistant secretary of the Borrower as to the names and signatures of
the officers of the Borrower authorized to sign this Agreement and
the other Loan Documents and (ii) a written certificate dated the
Closing Date by the secretary or assistant secretary of each
Guarantor as to the names and signatures of the officers of such
Guarantor authorized to sign the Guaranty Agreement.  The Agent may
conclusively rely on such certificates until it shall receive a
further certificate by the secretary or assistant secretary of the
Borrower or any Guarantor amending such prior certificate.

               (f)  Fees and Expenses.  The Borrower shall pay or
cause to be paid to the Agent the fees to be received on the Closing
Date referred to herein and the reasonable costs and expenses for
which the Agent and the Banks are entitled to be reimbursed, subject,
in the case of legal and other fees of the Agent in connection with
the preparation of this Agreement and the other instruments and
documents delivered in connection herewith, to the $35,000 limitation
previously agreed upon by the Borrower, the Agent and the Agent's
counsel.

               (g)  Legal Opinion.  The Agent shall have received the
executed legal opinion of Klaus M. Belohoubek, Esquire, General
Counsel to the Borrower and the Guarantors, substantially in the form
of Exhibit E hereto.  Such opinion shall be addressed to the Banks
and the Agent and cover such other matters incident to the
transactions contemplated by this Agreement as the Agent may
reasonably require.

               (h)  Intentionally omitted.

               (i)  No Material Adverse Change.  Since December 31,
1998 there shall have been no material adverse change in the
financial condition or prospects of the Borrower and its

 Subsidiaries taken as a whole, and the Borrower shall have delivered
to the Agent a certificate to that effect signed by a Responsible
Officer.

               (j)  UCC Filing and Other Searches.  The Agent shall
have received the results of Uniform Commercial Code searches made
with respect to the Borrower and its Subsidiaries in the states or
provinces in which their chief executive offices are located and any
other places the Agent shall require, together with copies of
financing statements disclosed by such searches, and the foregoing
searches shall disclose no Liens, except for Permitted Liens or, if
unpermitted Liens are disclosed, the Agent shall have received
satisfactory evidence of the release of such Liens.

               (k)  Projections.  The Agent and the Banks shall have
received the Borrower's financial projections, prepared on a
quarterly basis, for the period from January 1, 1999 through June 30,
2000, including forecasted consolidated balance sheets and statements
of income and cash flows.

          4.2. Conditions to Each Extension of Credit .  The
agreement of each Bank to make any Extension of Credit requested to
be made by it on any date (including, without limitation, the first
such Extension of Credit hereunder) is subject to the satisfaction of
the following conditions precedent:

               (a)  Representations and Warranties.  Each of the
representations and warranties made by the Borrower herein or which
are contained in any certificate, document or financial or other
statement furnished at any time under or in connection herewith or
therewith shall be true and correct in all material respects on and
as of such date as if made on and as of such date (except
representations and warranties which expressly relate solely to an
earlier date or time, which representations and warranties shall be
true and correct on and as of the specific dates or times referred to
therein).

               (b)  No Default.  No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect
to the Extensions of Credit requested to be made on such date.

               (c)  Additional Matters.  All corporate and other
proceedings, and all documents, instruments and other legal matters
in connection with the transactions contemplated by this Agreement
and the other Loan Documents shall be satisfactory in form and
substance to the Agent, and the Agent shall have received such other
documents in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.
Each borrowing by the Borrower hereunder or request for the issuance
of a Letter of Credit shall constitute a representation and warranty
by the Borrower as of the date of such Loan or issuance of such
Letter of Credit that the conditions contained in this Section 4.2
have been satisfied.


     SECTION 5.  AFFIRMATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Note remains outstanding and unpaid, any Letter
of Credit remains outstanding or any other amount is owing to any
Bank or the Agent hereunder, the Borrower shall and (except in the
case of delivery of financial information, reports and notices) shall
cause each of its Subsidiaries to:

          5.1. Financial Statements .  Furnish to each Bank:

               (a)  as soon as available, but in any event not later
than 90 days after the close of each fiscal year of the Borrower, a
copy of the annual audit report for such year for the Borrower and
its consolidated Subsidiaries, including therein the consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at
the end of such fiscal year, and related consolidated statement of
income, retained earnings and cash flow of the Borrower and its
consolidated Subsidiaries for such fiscal year, setting forth in each
case in comparative form the corresponding figures for the preceding
fiscal year, all in reasonable detail, prepared in accordance with
GAAP applied on a basis consistently maintained throughout the period
involved and with the prior year with such changes therein as shall
be approved by the Borrower's independent certified public
accountants, such consolidated financial statements to be certified
by independent certified public accountants selected by the Borrower
from among the five largest accounting firms in the United States on
the date of this Agreement or their successors, or otherwise
acceptable to the Agent, without a "going concern" or like
qualification or any exception or qualification arising out of the
restricted or limited nature of the examination made by such
accountants; and

               (b)  as soon as available, but in any event not later
than 45 days after the end of each of the first three quarterly
periods of each fiscal year of the Borrower, the unaudited
consolidated financial statements of the Borrower and its
consolidated Subsidiaries, including therein (i) the consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at
the end of such fiscal quarter, (ii) the related consolidated
statement of income, retained earnings and cash flow of the Borrower
and its consolidated Subsidiaries, and (iii) the related consolidated
statement of changes in financial position of the Borrower and its
consolidated Subsidiaries all for the period from the beginning of
such fiscal year to the end of such fiscal quarter, setting forth in
each case in comparative form the corresponding figures for the like
period of the preceding fiscal year; all in reasonable detail,
prepared in accordance with GAAP applied on a basis consistently
maintained throughout the period involved and with prior periods.

          5.2. Certificates; Other Information .  Furnish to each
Bank:

               (a)  concurrently with the delivery of the financial
statements referred to in Sections 5.1(a) and (b), a certificate of a
Responsible Officer, in the form of Exhibit F hereto, showing in
detail the calculations demonstrating compliance with Section 6.1 and
stating that, to the best of his or her knowledge, the Borrower
during such period has kept, observed, performed and fulfilled each
and every covenant and condition contained in this Agreement and in
the Notes and the other Loan Documents applicable to it and that he
or she obtained no knowledge of any Default or Event of Default
except as specifically indicated;

               (b)  as soon as available, but in any event not later
than 90 days after the end of each fiscal year, (i) detailed capital
expenditure budgets of the Borrower and each of its Subsidiaries and
(ii) a forecasted consolidated balance sheet, statement of income and
statement of cash flows for the Borrower and its Subsidiaries for the
following fiscal year;

               (c)  promptly upon their becoming available, but in
any event not later than 90 days after the end of each fiscal year,
any reports including management letters submitted to the Borrower or
any Subsidiary by independent accountants in connection with any
annual, interim or special audit;

               (d)  financial statements, reports, notices or proxy
statements distributed by the Borrower to its stockholders on a date
no later than three Business Days after the date supplied to such
stockholders; and

               (e)  promptly, such additional financial and other
information as any Bank or the Agent may from time to time reasonably
request.

          5.3. Payment of Obligations .  Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as
the case may be, all its obligations of whatever nature, except (a)
when the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with
GAAP with respect thereto have been provided on the books of the
Borrower or a Subsidiary, as the case may be, and (b) where the
failure so to pay such indebtedness could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          5.4. Conduct of Business and Maintenance of Existence .
Continue to engage in business of the same general type as now
conducted by it and preserve, renew and keep in full force and effect
its corporate existence and take all reasonable action to maintain
all rights, privileges, trademarks, trade names, licenses, franchises
and other authorizations necessary or desirable in the normal conduct
of its business; comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply
therewith could not reasonably be expected to have, in the aggregate,
a Material Adverse Effect.

          5.5. Maintenance of Property; Insurance .  (a)  Maintain in
good repair, working order and condition (ordinary wear and tear
excepted) in accordance with the general practice of other businesses
of similar character and size, all of those properties material or
necessary to its business, and from time to time make or cause to be
made all appropriate repairs, renewals or replacements thereof.

               (b)  Insure its properties and assets against loss or
damage by fire and such other insurable hazards as such assets are
commonly insured (including fire, extended coverage, property damage,
worker's compensation, public liability and business interruption
insurance) and against other risks (including errors and omissions)
in such amounts as similar properties and assets are insured by
prudent companies in similar circumstances carrying on similar
businesses, and with reputable and financially sound insurers,
including self-insurance to the extent customary.  The Borrower shall
deliver at the request of the Agent from time to time a summary
schedule indicating all insurance then in force with respect to the
Borrower.

          5.6. Inspection of Property; Books and Records;
Discussions.  (a)  Permit any of the officers or authorized employees
or representatives of the Agent or any of the Banks to visit and
inspect during normal business hours any of its properties and to
examine and make excerpts from its books and records and discuss its
business affairs, finances and accounts (including those of its
Affiliates) with its officers, all in such detail and at such times
and as often as any of the Banks may reasonably request, provided,
that each Bank shall provide the Borrower and the Agent with
reasonable notice prior to any visit or inspection.

               (b)  Maintain and keep proper books of record and
account which enable the Borrower and its Subsidiaries to issue
financial statements in accordance with GAAP and as otherwise
required by applicable Requirements of Law, and in which full, true
and correct entries shall be made in all material respects of all its
dealings and business and financial affairs.

          5.7. Notices .  Promptly give notice to the Agent and each
Bank of:

               (a)  the occurrence of any Default or Event of
Default;

               (b)  any (i) default or event of default under any
Contractual Obligation of the Borrower or any of the Subsidiaries or
(ii) litigation, investigation or proceeding which may exist at any
time between the Borrower or any of the Subsidiaries and any
Governmental Authority, which in either case, if not cured or if
adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

               (c)   commencement of any litigation or proceeding
affecting the Borrower or any of the Subsidiaries in which the amount
involved is $1,000,000 or more and not covered by insurance or in
which injunctive or similar relief is sought;

               (d)  the following events, as soon as possible and in
any event within 30 days after the Borrower knows or has reason to
know thereof:  (i) the occurrence of any Reportable Event with
respect to any Plan, any Lien in favor of PBGC or any Plan, or any
withdrawal from, or the termination, Reorganization or Insolvency of
any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Borrower or any
Commonly Controlled Entity or any Multiemployer Plan with respect to
the withdrawal from, or the terminating, Reorganization or Insolvency
of, any Single Employer Plan in a distress termination under Section
4041(c) of ERISA or Multiemployer Plan; and

               (e)  an event which has had or could reasonably be
expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a
statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the Borrower
proposes to take with respect thereto.

          5.8. Environmental Laws .  (a)  Comply with, and require
compliance by all tenants and to the extent possible, all subtenants,
if any, with, all Environmental Laws and obtain and comply with and
maintain, and require that all tenants and to the extent possible,
all subtenants obtain and comply with and maintain, any and all
licenses, approvals, registrations or permits required by
Environmental Laws except to the extent that failure to so comply or
obtain or maintain such documents could not reasonably be expected to
have a Material Adverse Effect.

               (b)  Comply with all lawful and binding orders and
directives of all Governmental Authorities respecting Environmental
Laws except to the extent that failure to so comply could not
reasonably be expected to have a Material Adverse Effect.

               (c)  Defend, indemnify and hold harmless the Agent and
the Banks, and their respective employees, agents, officers,
directors, successors and assigns from and against any claims,
demands, penalties, fines, liabilities, settlements, damages, costs
and expenses of whatever kind or nature known or unknown, contingent
or otherwise, arising out of, or in any way relating to any violation
of or noncompliance with or liability under any Environmental Laws,
or any orders, requirements or demands of Governmental Authorities
related thereto which in each case relate to or arise in connection
with the Borrower or any Subsidiary, any property or assets thereof
or any activities relating to any other property or business of a
Borrower or any Subsidiary thereof or the enforcement of any rights
provided herein or in the other Loan Documents, including, without
limitation, attorneys' and consultants' fees, response costs,
investigation and laboratory fees, court costs and litigation
expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of any of the foregoing
enumerated parties.  This indemnity shall continue in full force and
effect regardless of the termination of this Agreement and the
payment of the Notes.

          5.9. Management Changes .  Notify the Agent in writing
within thirty (30) days after any change of its executive officers.


SECTION 6.  NEGATIVE COVENANTS

          The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Note remains outstanding and unpaid, any Letter
of Credit remains outstanding or any other amount is owing to any
Bank or the Agent hereunder, the Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, without
the prior written consent of the Required Banks:

          6.1. Financial Condition Covenants .

               (a)  Leverage Ratio.  Permit as of the end of any
fiscal quarter the Leverage Ratio to exceed 2.5 to 1.

               (b)  Interest Coverage Ratio.  Permit as of the end of
any fiscal quarter the Interest Coverage Ratio to be less than 5.0 to
1.

               (c)  Maintenance of Tangible Net Worth.  Permit
Consolidated Tangible Net Worth on any day to be less than (i)
$89,500,000 minus the lesser of (A) $10,000,000 and (B) the increase
to goodwill for the quarter ending June 30, 1999 as a result of the
final allocation of the purchase price to the assets acquired by the
Borrower from Grand Prix Association of Long Beach, Inc., plus (ii)
an amount equal to 25% of the consolidated net income (if positive)
of the Borrower and its Subsidiaries for each fiscal quarter ending
after December 31, 1998, calculated on a cumulative basis; provided,
that for the period from the Closing Date until the date on which the
Borrower's financial statements for the quarter ending June 30, 1999
become available, the Borrower shall not permit Consolidated Tangible
Net Worth on any day to be less than $79,500,000.

          6.2. Limitation on Debt .  At any time incur, create,
assume, or suffer to exist any Debt except:

               (a)    amounts outstanding hereunder or under the
other Loan Documents;

               (b)    Debt under Capital Leases or secured by
Purchase Money Security Interests (including those in existence on
the date hereof) in an aggregate principal amount not exceeding
$5,000,000 in any fiscal year;

               (c)  any Debt relating to a Lien identified on
Schedule II;

               (d)  a guarantee of up to $5,000,000 in municipal
bonds relating to infrastructure improvements at the Borrower's
proposed Nashville, Tennessee facility; and

               (e)  other guarantees, loans or advances made in the
ordinary course of business which shall not exceed an aggregate of
$3,000,000 at any time.

          6.3. Limitation on Liens .  Create, incur, assume or suffer
to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for Permitted Liens.
          6.4. Limitations on Fundamental Changes .  Enter into any
merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or
convey, sell, lease, assign, transfer or otherwise dispose of, all or
substantially all of its property, business or assets except:

               (a)  any Subsidiary of the Borrower, may be merged or
consolidated with or into the Borrower (provided, that the Borrower
shall be the continuing or surviving corporation) or with or into any
one or more wholly-owned Subsidiaries of the Borrower (provided, that
the wholly-owned Subsidiary or Subsidiaries shall be the continuing
or surviving corporation); and

               (b)  any wholly-owned Subsidiary may sell, lease,
transfer or otherwise dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any
wholly-owned Subsidiary of the Borrower;

provided, that immediately after each such transaction and after
giving effect thereto, the Borrower is in compliance with this
Agreement and no Default or Event of Default shall be in existence or
result from such transaction.

          6.5. Limitation on Sale of Assets .  Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property,
business or assets (including, without limitation, accounts
receivables and leasehold interests), whether now owned or hereafter
acquired, except:

               (a)  any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required
in the conduct of the Borrower's or any Subsidiary's business;

               (b)  transactions involving the sale, license or lease
of assets in the ordinary course of business;

               (c)  the sale or discount without recourse of accounts
receivable only in connection with the compromise thereof or the
assignment of past-due accounts receivable for collection;

               (d)  as permitted by Section 6.4;

               (e)  transfers between the Borrower and its
Subsidiaries or between one Subsidiary and another Subsidiary; and

               (f)  in addition to the above Sections 6.5(a) through
6.5(e) inclusive, sales of assets of the Borrower and its
Subsidiaries for fair market value, provided, that the aggregate
amount of such sales, determined in accordance with GAAP, in any
fiscal year does not exceed ten percent (10%) of the Borrower's
consolidated assets as at the end of the immediately preceding fiscal
quarter.

          6.6. Limitations on Acquisitions, Investments, Loans and
Advances .  Purchase, hold or acquire beneficially any stock, other
securities or evidences of indebtedness of, make or permit to exist
any loans or advances to, or make or permit to exist any investment
or acquire any interest whatsoever in, any other Person, except:

               (a)  extensions of trade credit to customers in the
ordinary course of business;

               (b)  Permitted Investments;

               (c)  loans and advances to employees of the Borrower
or its Subsidiaries for travel, entertainment and relocation expenses
in the ordinary course of business;

               (d)  Capital Stock of any Subsidiary;

               (e)  loans and advances by the Borrower to its
wholly-owned Subsidiaries; and

               (f)  Permitted Acquisitions.

          6.7. Limitation on Distributions . Declare or pay any
Distribution (whether in cash or property or obligations of the
Borrower or any Subsidiary thereof) in respect of the Borrower or any
Subsidiary thereof except:

               (a)  Any wholly-owned Subsidiary may declare and pay
dividends or other distributions to the Borrower or any other
wholly-owned Subsidiary; and

               (b)  So long as no Default or Event of Default exists
or would be caused thereby, the Borrower (i) may declare and pay
dividends on its Capital Stock in the ordinary course of business
consistent with past practice and (ii) may declare and pay dividends
on its Capital Stock in excess of those paid historically; provided,
that the amount of any such increase in dividends paid during any
fiscal year does not exceed, in the aggregate, 50% of Consolidated
Net Income for the previous fiscal year.

          6.8. Transactions with Affiliates .  Except as expressly
permitted in this Agreement, directly or indirectly enter into any
transaction or arrangement whatsoever or make any payment to or
otherwise deal with any Affiliate, except, as to all of the foregoing
in the ordinary course of and pursuant to the reasonable requirements
of the Borrower's or its Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary
than would be obtained in a comparable arm's length transaction with
a Person not an Affiliate of the Borrower.

          6.9. Fiscal Year .  Permit its fiscal year to end on a day
other than June 30 unless prior written notice thereof has been given
to the Agent and the Banks.

          6.10.     Change in Business .  Engage in any business
either directly or through any Subsidiary except for businesses in
which the Borrower or any Subsidiary is engaged in on the date of
this Agreement and any businesses related to such existing
businesses.

          6.11.     Change of Control .  Permit any Change of
Control.

          6.12.     Sale and Leaseback . Enter into any arrangement
with any Person providing for the leasing by the Borrower or any
Subsidiary thereof of real or personal property which has been or is
to be sold or transferred by the Borrower or such Subsidiary to such
Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental
obligations thereof.

          6.13.     Limitation on Negative Pledge Clauses .  Enter
into any agreement with any Person other than the Banks which
prohibits or limits the ability of the Borrower or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its properties, assets or revenues, whether now owned or
hereafter acquired; provided, that the Borrower or any Subsidiary
thereof may enter into such an agreement in connection with a
Purchase Money Security Interest or Capital Lease permitted
hereunder, provided that such prohibition or limitation is by its
terms effective only against the assets subject to such Lien.
          6.14.     Interest Hedge Agreements . Enter into any
interest hedge agreement other than an Interest Hedge Agreement,
which in any event will be unsecured, and with respect to which the
prior approval of the Agent, which shall not be unreasonably
withheld, shall have been obtained.


SECTION 7.  EVENTS OF DEFAULT

          7.1. Events of Default .  If any of the following events
shall occur and be continuing:

               (a)  The Borrower shall fail to pay any principal of
any Note or any Reimbursement Obligation when due in accordance with
the terms thereof or hereof; or the Borrower shall fail to pay any
interest on any Note, or any other amount payable hereunder, within
five (5) days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

               (b)  Any representation or warranty made or deemed
made by the Borrower herein or which is contained in any certificate,
document or financial or other statement furnished at any time under
or in connection with this Agreement or any other Loan Document shall
prove to have been incorrect in any material respect on or as of the
date made or deemed made; or

               (c)  The Borrower shall default in the observance or
performance of any agreement contained in Section 6; or

               (d)  The Borrower shall default in the observance or
performance of any other agreement contained in this Agreement (other
than as provided in paragraphs (a) through (c) of this Section 7.1)
or any other Loan Document, and such default shall continue
unremedied for a period of 30 days; or

               (e)  One or more judgments or decrees shall be entered
against the Borrower or any of its Subsidiaries involving in the
aggregate a liability (not paid or fully covered by insurance,
subject to any customary deductible, and under which the applicable
insurance carrier has acknowledged such full coverage in writing) of
$500,000 or more and all such judgments or decrees shall not have
been vacated, discharged, settled, satisfied or paid, or stayed or
bonded pending appeal, within 60 days from the entry thereof; or

               (f)  A Borrower or any Subsidiary thereof shall (i)
default in the payment of any principal of or interest on or any
other amount payable on any indebtedness for borrowed money (other
than the Notes), beyond the period of grace (not to exceed 30 days),
if any, provided in the instrument or agreement under which such
indebtedness was created and the aggregate amount of such
indebtedness in respect of which such default or defaults shall have
occurred is at least $100,000 (the "Cross-Default Indebtedness"); or
(ii) default in the observance or performance of any other agreement
or condition relating to any such Cross-Default Indebtedness or
contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause,
with the giving of notice if required, such Cross-Default
Indebtedness to become due and payable prior to its stated maturity;
or

               (g)  (i) The Borrower or any Subsidiary shall commence
any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its assets, or
the Borrower or any Subsidiary shall make a general assignment for
the benefit of its creditors; or (ii) there shall be commenced
against the Borrower or any Subsidiary any case, proceeding or other
action of a nature referred to in clause (i) above which (A) results
in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for
a period of 60 days; or (iii) there shall be commenced against the
Borrower or any Subsidiary any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending
appeal within 60 days from the entry thereof; or (iv) the Borrower or
any Subsidiary shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any
Subsidiary shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due; or

               (h)  (i)  Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Single Employer Plan, (ii) any "accumulated
funding deficiency" (as defined in Section 302 of ERISA), whether or
not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the Borrower or
any Commonly Controlled Entity in favor of the PBGC or a Plan, (iii)
a Reportable Event shall occur with respect to, or proceedings shall
commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or institution of proceedings or appointment
of a trustee is, in the reasonable opinion of the Required Banks,
likely to result in the termination of such Plan for purposes of
Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA, (v) the Borrower or any Commonly
Controlled Entity shall incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur
or exist in regard to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such
events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or

               (i)  Any Change of Control shall occur; or

               (j)  Any other event shall have occurred which could
reasonably be expected to have a Material Adverse Effect.

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (g) above with respect
to the Borrower, automatically the Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement, the Notes and the other
Loan Documents (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required
thereunder) shall automatically and immediately become due and
payable, and (B) if such event is any other Event of Default, either
or both of the following actions may be taken:  (i) with the consent
of the Required Banks, the Agent may, or upon the written request of
the Required Banks, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of
the Required Banks, the Agent may, or upon the written request of the
Required Banks, the Agent shall, by notice of default to the
Borrower, declare the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement, the Notes and the
other Loan Documents (including, without limitation, all amounts of
L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the
same shall immediately become due and payable.

          With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an
acceleration pursuant to the preceding paragraph, the Borrower shall
at such time deposit in a cash collateral account opened by the Agent
an amount equal to the aggregate then undrawn and unexpired amount of
such Letters of Credit.  The Borrower hereby grants to the Agent, for
the benefit of the Issuing Bank, the L/C Participants and the Banks
and the Agent, a security interest in such cash collateral to secure
all obligations of the Borrower under this Agreement and the other
Loan Documents.  Amounts held in such cash collateral account shall
be applied by the Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower
hereunder and under the Notes and the other Loan Documents.  After
all such Letters of Credit shall have expired or been fully drawn
upon, all Reimbursement Obligations shall have been satisfied and all
other obligations of the Borrower hereunder and under the Notes and
the other Loan Documents shall have been paid in full, the balance,
if any, in such cash collateral account shall be returned to the
Borrower.  The Borrower shall execute and deliver to the Agent, for
the account of the Issuing Bank, the L/C Participants, the Banks and
the Agent, such further documents and instruments as the Agent may
request to evidence the creation and perfection of the within
security interest in such cash collateral account.

          Except as expressly provided above in this Section,
presentment, demand, protest and all other notices of any kind are
hereby expressly waived.


     SECTION 8.  THE AGENT

          8.1. Appointment .  Each Bank hereby irrevocably designates
and appoints PNC Bank, Delaware as the Agent of such Bank under this
Agreement.  Each such Bank irrevocably authorizes the Agent, as the
agent for such Bank to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of
this Agreement, together with such other powers as are reasonably
incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Bank, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against the Agent.
The Agent agrees to act as the Agent on behalf of the Banks to the
extent provided in this Agreement.

          8.2. Delegation of Duties .  The Agent may execute any of
its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to engage and pay for the
advice and services of counsel concerning all matters pertaining to
such duties.  The Agent shall not be responsible to the Banks for the
negligence or misconduct of any agents or attorneys in-fact selected
by it with reasonable care.

          8.3. Exculpatory Provisions .  Neither the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with
this Agreement or the other Loan Documents (except for its or such
Person's own gross negligence or willful misconduct) or (b)
responsible in any manner to any of the Banks for any recitals,
statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement, any other Loan Document
or in any certificate, report, statement or other document referred
to or provided for in, or received by the Agent under or in
connection with, this Agreement or the other Loan Documents or for
the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement, the Notes or the other Loan Documents
or for any failure of the Borrower to perform its obligations
hereunder or thereunder.  The Agent shall not be under any obligation
to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of,
this Agreement or the other Loan Documents, or to inspect the
properties, books or records of the Borrower or any Subsidiary.

          8.4. Reliance by Agent .  The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower or any
Subsidiary), independent accountants and other experts selected by
the Agent.  The agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Agent.
The Agent shall be fully justified in failing or refusing to take any
action under this Agreement unless it shall first receive such advice
or concurrence of the Required Banks as they deem appropriate or they
shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The Agent
shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement, the Notes and the other Loan
Documents in accordance with a request of the Required Banks, and
such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Banks and all future holders of the
Notes.

          8.5. Notice of Default .  The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless it has received notice from a Bank or the
Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of
default".  In the event that the Agent receives such a notice, the
Agent shall give notice thereof to the Banks.  The Agent shall take
such action with respect to such Default or Event of Default as shall
be reasonably directed by the Required Banks; provided, that unless
and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default
as it shall deem advisable in the best interests of the Banks.

          8.6. Non-Reliance on Agent and Other Banks .  Each Bank
expressly acknowledges that neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that
no act by the Agent hereinafter taken, including any review of the
affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Agent to any Bank.  Each Bank
represents to the Agent that it has, independently and without
reliance upon the Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the
Borrower and made its own decision to make its Loans hereunder and
enter into this Agreement.  Each Bank also represents that it will,
independently and without reliance upon the Agent or any other Bank,
and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower.  Except for notices, reports and
other documents expressly required to be furnished to the Banks by
the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other
information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the
Borrower or its Subsidiaries which may come into the possession of
the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

          8.7. Indemnification .  The Banks agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do
so), ratably according to their respective Commitment Percentages,
from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of
the Notes) be imposed on, incurred by or asserted against the Agent
in any way relating to or arising out of this Agreement, the other
Loan Documents, or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Agent under or in connection
with any of the foregoing; provided, that no Bank shall be liable for
the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Agent's gross negligence or
willful misconduct.  The agreements in this Section 8.7 shall survive
the payment of the Notes and all other amounts payable hereunder.

          8.8. Agent in its Individual Capacity .  The Agent and its
Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower as though it was not
the Agent hereunder.  With respect to its Loans made or renewed by it
and any Note issued to it and with respect to any Letter of Credit
issued or participated in it by it, the Agent shall have the same
rights and powers under this Agreement as any Bank and may exercise
the same as though it were not the Agent, and the terms "Bank" and
"Banks" shall include the Agent in its individual capacity.

          8.9. Successor Agent .  The Agent may resign as Agent upon
30 days' notice to the Banks and the Borrower.  If the Agent shall
resign as Agent under this Agreement, then the Required Banks shall
appoint from among the Banks a successor agent for the Banks, which
appointment shall be subject to the approval of the Borrower (which
approval shall not be unreasonably withheld) and of such successor
agent.  Any rejection by the Borrower of a successor agent shall
specify the reasons for such rejection.  Failure of the Borrower to
approve or reject a successor agent within ten days following request
for approval shall be deemed to constitute approval.  Upon such
appointment and approval, such successor agent shall succeed to the
rights, powers and duties of the Agent, and the term "Agent" shall
mean such successor agent effective upon its appointment, and the
former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of
such former Agent or any of the parties to this Agreement or any
holders of the Notes.  After any retiring Agent's resignation as
Agent, the provisions of this Section 8 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

          8.10.     Beneficiaries .  Except as expressly provided
herein, the provisions of this Section 8 are solely for the benefit
of the Agent and the Banks, and the Borrower shall not have any
rights to rely on or enforce any of the provisions hereof.  In
performing its functions and duties under this Agreement, the Agent
shall act solely as agent of the Banks and does not assume and shall
not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for the Borrower.


     SECTION 9.  MISCELLANEOUS

          9.1. Amendments and Waivers .  Neither this Agreement, any
Note or any other Loan Document, nor any terms hereof or thereof may
be amended, supplemented or modified except in accordance with the
provisions of this subsection.  With the written consent of the
Required Banks, the Agent and the Borrower may, from time to time,
enter into written amendments, supplements or modifications hereto
and to the Notes and the other Loan Documents for the purpose of
adding any provisions to this Agreement or the Notes or the other
Loan Documents or changing in any manner the rights of the Banks or
of the Borrower hereunder or thereunder or waiving, on such terms and
conditions as the Agent may specify in such instrument, any of the
requirements of this Agreement or the Notes or the other Loan
Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment,
supplement or modification shall directly or indirectly (a) reduce
the amount or extend the maturity of any Note or any installment
thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any fee payable to any Bank hereunder, or change
the duration or amount of any Bank's Commitment, in each case without
the consent of the Bank affected thereby or (b) amend, modify or
waive any provision of this Section 9.1 or reduce the percentages
specified in the definition of Required Banks or consent to the
assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement, the Notes and the other Loan
Documents, in each case without the written consent of all the Banks,
or (c) amend, modify or waive any provision of Section 8 without the
written consent of the then Agent, (d) amend, modify or waive any
provision of Section 2.3 without the written consent of the then
Swing Line Bank or (e) amend, modify or waive any provision of this
Agreement relating to any outstanding Letter of Credit without the
written consent of the Issuing Bank.  Any such waiver and any such
amendment, supplement or modification shall apply equally to each of
the Banks and shall be binding upon the Borrower, the Banks, the
Agent and all future holders of the Notes.  In the case of any
waiver, the Borrower, the Banks and the Agent shall be restored to
their former position and rights hereunder and under the outstanding
Notes, and any Default or Event of Default waived shall be deemed to
be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right
consequent thereon.

          9.2. Notices .  All notices, requests and demands to or
upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
delivered by hand, or three days after being deposited in the mail,
postage prepaid, or the next Business Day if sent by reputable
overnight carrier for next day delivery, postage prepaid, or, in the
case of telecopy notice, when sent during normal business hours with
electronic confirmation or otherwise when received, addressed as
follows in the case of the Borrower and the Agent, and as set forth
in Schedule I in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties
hereto and any future holders of the Notes:

     The Borrower:       Dover Downs Entertainment, Inc.
                         1131 N. duPont Highway
                         Dover, DE 19903
                         Attention: Mr. Timothy Horne
                         Telecopy: (302) 734-3142

     with a copy to:     Dover Downs Entertainment, Inc.
                         2200 Concord Pike
                         Wilmington, DE 19803
                         Attention:  Klaus M. Belohoubek, Esquire
                         Telecopy: (302) 426-3555

     The Agent, the           PNC Bank, Delaware
     Swing Line Bank          3 The Plaza
     or the Issuing Bank:     Dover, DE 19901
                              Attention: Mr. Jeffrey C. Allen
                              Vice President
                              Telecopy: (302) 735-3430

provided that any notice, request or demand to or upon the Agent, the
Banks, the Swing Line Bank or the Issuing Bank pursuant to Sections
2.2, 2.3, 2.4, 2.5, 2.6, 2.10, 2.11 or 2.18 shall not be effective
until received.

          9.3. No Waiver; Cumulative Remedies .  No failure to
exercise and no delay in exercising, on the part of the Agent or any
Bank, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

          9.4. Survival of Representations and Warranties .  All
representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement,
the Notes and the other Loan Documents.

          9.5. Payment of Expenses and Taxes .  The Borrower agrees
(a) to pay or reimburse the Agent for all of its out-of-pocket costs
and expenses incurred in connection with the development, preparation
and execution of, and any amendment, supplement or modification to,
this Agreement, the Notes, the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby,
including, without limitation, the reasonable fees and disbursements
of counsel to the Agent, (b) to pay or reimburse each Bank and the
Agent for all of their costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement,
the other Loan Documents, the Letters of Credit and any such other
documents, including, without limitation, reasonable fees and
disbursements of counsel to the Agent and to the several Banks, and
(c) to pay, indemnify, and hold each Bank and the Agent harmless
from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any which may be payable or
determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions contemplated
by, or any amendment, supplement or modification of, or any waiver or
consent under or in respect of, this Agreement, the Notes, the other
Loan Documents, and any such other documents, and (d) to pay,
indemnify, and hold each Bank and the Agent harmless from and against
any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, and the performance and
administration (other than the costs and expenses of administration
of each Bank other than the Agent), of this Agreement, the Notes, the
other Loan Documents, the Letters of Credit and any such other
documents (all the foregoing, collectively, the "indemnified
liabilities"), provided, that the Borrower shall have no obligation
hereunder to the Agent or any Bank with respect to indemnified
liabilities arising from the gross negligence or willful misconduct
of the Agent or any such Bank.  The agreements in this subsection
shall survive repayment of the Notes and all other amounts payable
hereunder.

          9.6. Successors and Assigns .  (a) Except as otherwise
provided in Section 9.8(b), whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party, and all covenants,
promises and agreements by or on behalf of the Borrower, the Agent or
the Banks that are contained in this Agreement shall bind and inure
to the benefit of their respective successors and assigns.  The
Borrower may not assign or transfer any of its rights or obligations
under this Agreement or the other Loan Documents without the prior
written consent of each Bank.

               (b)  Each Bank may, in accordance with applicable law,
sell all or a portion of its interests, rights and obligations under
this Agreement and the other Loan Documents (including all or a
portion of its Commitment or, if an Event of Default has occurred,
the Swing Line Commitment, and the Loans at the time owing to it and
the Notes held by it); provided, however, that (i) each such
assignment shall be to a Bank or Affiliate thereof, or, with the
consents of the Agent and the Borrower (which consents shall not be
unreasonably withheld) to one or more banks or other financial
institutions, (ii) so long as the Commitments are in effect, the
amount of each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is
delivered to the Agent) shall not be less than $10,000,000 (or, if
lower, the lesser of (x) the full amount of such Bank's Commitments
and (y) such amount as the Borrower and the Agent shall agree in
their sole discretion), (iii) the parties to each such assignment
shall execute and deliver to the Agent an Assignment and Acceptance,
together with the Note or Notes subject to such assignment and a
processing and recordation fee of $2,000, (iv) in the case of the
assignment of the Swing Line Commitment, may only be made to a Bank
which holds a Commitment hereunder and must be of the entire Swing
Line Commitment and (v) each such assignment of Loans and all or any
portion of a Bank's Commitment shall be of a constant, and not a
varying, percentage of the assigning Bank's Commitment and Revolving
Credit Loans then outstanding.  Upon acceptance and recording
pursuant to paragraph (e) of this Section 9.6, from and after the
effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the
execution thereof (unless otherwise agreed by the Agent), (A) the
assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights
and obligations of a Bank under this Agreement and (B) the assigning
Bank thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Bank's rights
and obligations under this Agreement and the other Loan Documents,
such Bank shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15 and 9.5
(to the extent that such Bank's entitlement to such benefits arose
out of such Bank's position as a Bank prior to the applicable
assignment), as well as to any Commitment Fees accrued for its
account and not yet paid).  Such Assignment and Acceptance shall be
deemed to amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such assignee Bank and the
resulting amounts and percentages held by the Banks arising from the
purchase by such assignee Bank of all or a portion of the rights and
obligations of such assigning Bank under this Agreement, the Notes
and the other Loan Documents.  Notwithstanding any provision of this
Section 9.6, the consent of the Borrower shall not be required for
any assignment which occurs at any time when an Event of Default
shall have occurred and be continuing.

               (c)  By executing and delivering an Assignment and
Acceptance, the assigning Bank thereunder and the assignee thereunder
shall be deemed to confirm to and agree with each other and the other
parties hereto as follows:  (i) such assigning Bank warrants that it
is the legal and beneficial owner of the interest being assigned
thereby, free and clear of any adverse claim, and that its Commitment
and/or Commitments and/or Swing Line Commitment, as the case may be,
and the outstanding balances of its Loans, in each case without
giving effect to assignments thereof which have not become effective,
are as set forth in such Assignment and Acceptance, (ii) except as
set forth in (i) above, such assigning Bank makes 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 other Loan Documents, or the execution,
legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or the other Loan Documents, or any other
instrument or document furnished pursuant hereto or thereto, or the
financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of
their obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.1 and
such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) such assignee will independently and
without reliance upon the Agent, such assigning Bank or any other
Bank 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 and the other Loan
Documents; (vi) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to
the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the obligations which
by the terms of this Agreement and the other Loan Documents are
required to be performed by it as a Bank.

               (d)  The Agent shall maintain at its offices a copy of
each Assignment and Acceptance and the names and addresses of the
Banks, and the Commitment and/or Swing Line Commitment of, and
principal amount of the Loans owing to, each Bank pursuant to the
terms hereof from time to time (the "Register").  The entries in the
Register shall be conclusive in the absence of manifest error and the
Borrower, the Agent and the Banks may treat each person whose name is
recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.

               (e)  Upon its receipt of a duly completed Assignment
and Acceptance executed by an assigning Bank and an assignee together
with the Note or Notes subject to such assignment, the processing and
recordation fee referred to in paragraph (b) above, the Agent shall
(i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give prompt
notice thereof to the Banks.  Within five Business Days after receipt
of notice, the Borrower, at its own expense, shall execute and
deliver to the Agent, in exchange for the surrendered original
Note(s), (x) a new Revolving Credit  Note to the order of such
assignee in an amount equal to the portion of the Commitment assumed
by it pursuant to such Assignment and Acceptance and, if applicable,
a new Swing Line Note to the order of such assignee in an amount
equal to the Swing Line Commitment and, (y) if the assigning Bank has
retained a Commitment, a new Revolving Credit Note to the order of
such assigning Bank in a principal amount equal to the applicable
Commitment retained by it.  Such new Notes shall be dated the date of
the surrendered Notes which they replace and shall otherwise be in
substantially the form of Exhibit B-1 or B-2 hereto, as appropriate.
Canceled Notes shall be returned to the Borrower.

               (f)  Each Bank may without the consent of the Borrower
or the Agent sell participations to one or more banks or other
entities (each a "Participant") in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its
Commitment or Swing Line Commitment and the Loans owing to it and the
Notes held by it); provided, however, that (i) such Bank's
obligations under this Agreement shall remain unchanged, (ii) such
Bank shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Bank shall remain the
holder of any such Note for all purposes under this Agreement and the
other Loan Documents, (iv) the Borrower, the Banks and the Agent
shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this
Agreement and the other Loan Documents, (v) in any proceeding under
the Bankruptcy Code the Bank shall be, to the extent permitted by
law, the sole representative with respect to the obligations held in
the name of such Bank, whether for its own account or for the account
of any Participant and (vi) such Bank shall retain the sole right to
approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of this Agreement or the Note
or Notes held by such Bank or any other Loan Document, other than any
such amendment, modification or waiver with respect to any Loan or
Commitment in which such Participant has an interest that forgives
principal, interest or fees or reduces the interest rate or fees
payable with respect to any such Loan or Commitment, or postpones any
date fixed for any regularly scheduled payment of principal of, or
interest or fees on, any such Loan, or releases any guarantor of such
Loan or releases all or substantially all of the collateral, if any,
securing any such Loan.

               (g)  The Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15, 2.18
and 9.5 with respect to its participation in the Commitments and the
Loans and Letters of Credit outstanding from time to time; provided,
that no Participant shall be entitled to receive any greater amount
pursuant to such Sections than the assigning Bank would have been
entitled to receive in respect of the amount of the participation
transferred by such assigning Bank to such Participant had no such
transfer occurred.

               (h)  If any Participant of a Bank is organized under
the laws of any jurisdiction other than the United States or any
state thereof, the assigning Bank, concurrently with the sale of a
participating interest to such Participant, shall cause such
Participant (i) to represent to the assigning Bank (for the benefit
of the assigning Bank, the other Banks, the Agent and the Borrower)
that under applicable law and treaties no taxes will be required to
be withheld by the Agent, the Borrower or the assigning Bank with
respect to any payments to be made to such Participant in respect of
its participation in the Loans and (ii) to agree (for the benefit of
the assigning Bank, the other Banks, the Agent and the Borrower) that
it will deliver the tax forms and other documents required to be
delivered pursuant to Section 2.14(b) and comply from time to time
with all applicable U.S. laws and regulations with respect to
withholding tax exemptions.

               (i)  Any Bank may at any time assign all or any
portion of its rights under this Agreement and the Notes issued to it
to a Federal Reserve Bank; provided that no such assignment shall
release a Bank from any of its obligations hereunder.

          9.7. Disclosure of Information .  Unless otherwise
consented to by the Borrower in writing, each of the Banks and the
Agent agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with its customary
procedures for handling confidential information of the same nature
and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower pursuant to
this Agreement; provided, that nothing herein shall limit the
disclosure of any such information (a) to the extent required by
statute, rule, regulation or judicial process, (b) to counsel for any
Bank or the Agent, (c) to bank examiners, auditors or accountants,
(d) to the Agent or any other Bank, (e) in connection with any
litigation to which any one or more of the Banks or the Agent is a
party involving the Borrower or any Subsidiary or its or their
properties or in any way relating to this Agreement or any other Loan
Document or any Loans or Letters of Credit or other obligations of
the Borrower to the Agent or any Bank and (f) to any Participant or
assignee Bank (or prospective Participant or assignee Bank) so long
as such Participant or assignee Bank (or prospective Participant or
assignee Bank) agrees to comply with the requirements of this
Section.  In the event of any disclosure pursuant to clauses (a) or
(e) above, the Agent or Bank making such disclosure, as the case may
be, shall use its reasonable best efforts to notify the Borrower
prior to making such disclosure, and shall cooperate with the
Borrower, at the Borrower's expense, in obtaining a protective order
if the Borrower so chooses.

          9.8. Adjustments; Set-off .  (a)  If any Bank (a
"benefitted Bank") shall at any time receive any payment of all or
part of its Loans or the Reimbursement Obligation owing to it, or
interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 7.1(g), or
otherwise), in a greater proportion than any such payment to or
collateral received by any other Bank, if any, in respect of such
other Bank's Loans or the Reimbursement Obligation owing to it, or
interest thereon, such benefitted Bank shall purchase for cash from
the other Banks such portion of each such other Bank's Loans or the
Reimbursement Obligation owing to it, or shall provide such other
Banks with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such benefitted Bank to share
the excess payment or benefits of such collateral or proceeds ratably
with each of the Banks; provided, however, that if all or any portion
of such excess payment or benefits is thereafter recovered from such
benefitted Bank, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but
without interest.  The Borrower agrees that each Bank so purchasing a
portion of another Bank's Loans or Reimbursement Obligations may
exercise all rights of payment (including, without limitation, rights
of set-off) with respect to such portion as fully as if such Bank
were the direct holder of such portion.

               (b)  In addition to any rights and remedies, of the
Banks provided by law, upon the occurrence of an Event of Default,
each of PNC Bank, Delaware and First Union National Bank shall have
the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under the Notes (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate
and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Bank to or for the
credit or the account of the Borrower.  Each of PNC Bank, Delaware
and First Union National Bank agrees promptly to notify the Borrower
and the Agent after any such set-off and application made by such
Bank, provided, that the failure to give such notice shall not affect
the validity of such set-off and application.

          9.9. Counterparts .  This Agreement may be executed by one
or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the
copies of this Agreement signed by all the parties shall be lodged
with the Borrower and each of the Banks.

          9.10.     Severability .  Any provision of this Agreement
which 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.

          9.11.     Integration .  This Agreement represents the
agreement of the Borrower, the Agent and the Banks with respect to
the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agent or any Bank relative to
subject matter hereof not expressly set forth or referred to herein
or in the Notes or the other Loan Documents.

          9.12.     GOVERNING LAW .  THIS AGREEMENT, THE NOTES AND
THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF DELAWARE.
          9.13.     Submission To Jurisdiction; Waivers .  The
Borrower hereby irrevocably and unconditionally:

               (a)  submits for itself and its property in any legal
action or proceeding relating to this Agreement, the Notes or the
other Loan Documents, or for recognition and enforcement of any
judgement in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of Delaware, the courts of
the United States of America for the District of Delaware, and
appellate courts from any thereof;

               (b)  consents that any such action or proceeding may
be brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

               (c)  agrees that service of process in any such action
or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail),
postage prepaid, to the Borrower at the address set forth in Section
9.2 or at such other address of which the Agent shall have been
notified pursuant thereto;

               (d)  agrees that nothing herein shall affect the right
to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction; and

               (e)  waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action or
proceeding referred to in this subsection any special, exemplary or
punitive or consequential damages.

          9.14.     Acknowledgements .  The Borrower hereby
acknowledges that:

               (a)  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement, the Notes and
the other Loan Documents;

               (b)  neither the Agent nor any Bank has any fiduciary
relationship to the Borrower, and the relationship between the Agent
and the Banks, on one hand, and such Borrower, on the other hand, is
solely that of debtor and creditor; and

               (c)  no joint venture exists among the Banks or among
the Borrower and the Banks.

          9.15.     WAIVERS OF JURY TRIAL .  EACH OF THE BORROWER,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS AND FOR ANY
COUNTERCLAIM THEREIN.


          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.


                              DOVER DOWNS ENTERTAINMENT, INC.

                              By:

                                   Name:
                                   Title:


                              PNC BANK, DELAWARE,
                              as Agent and as a Bank

                              By:

                                   Name: Jeffrey C. Allen
                                   Title:    Vice President



                              FIRST UNION NATIONAL BANK

                              By:

                                   Name:
                                   Title:



























CREDIT AGREEMENT


among


DOVER DOWNS ENTERTAINMENT, INC.

and

THE BANKS PARTY HERETO

and

PNC BANK, DELAWARE
as Agent




DATED AS OF MARCH 31, 1999


$50,000,000




<PAGE>
TABLE OF CONTENTS

                                                                 Page

SECTION 1.  DEFINITIONS                                             1
1.1.   Defined Terms                                                1
1.2.   Other Definitional Provisions                               17

SECTION 2.  THE CREDITS                                            18
2.1.   Revolving Credit Loans                                      18
2.2.   Revolving Credit Loan Procedures                            18
2.3.   Swing Line Loans                                            19
2.4.   General Provisions Regarding Loans                          20
2.5.   Letters of Credit                                           22
2.6.   Fees                                                        26
2.7.   Notes; Repayment of Revolving Credit Loans                  26
2.8.   Interest on Revolving Credit Loans                          26
2.9.   Default Rate; Inability to Determine Interest Rate          27
2.10.  Termination, Reduction and Extension of Commitments         27
2.11.  Optional and Mandatory Prepayments of
       Revolving Credit Loans                                      29
2.12.  Illegality                                                  29
2.13.  Requirements of Law                                         30
2.14.  Taxes                                                       31
2.15.  Indemnity                                                   32
2.16.  Pro Rata Treatment, etc.                                    33
2.17.  Payments                                                    33
2.18.  Conversion and Continuation Options                         33
2.19.  Use of Proceeds                                             34

SECTION 3.  REPRESENTATIONS AND WARRANTIES                         34
3.1.   Financial Condition                                         35
3.2.   No Adverse Change                                           35
3.3.   Corporate Existence; Compliance with Law                    35
3.4.   Corporate Power; Authorization; Enforceable Obligations     35
3.5.   No Legal Bar                                                36
3.6.   No Material Litigation                                      36
3.7.   No Default                                                  36
3.8.   Taxes                                                       36
3.9.   Federal Regulations                                         37
3.10.  ERISA                                                       37
3.11.  Investment Company Act; Public Utility Holding Company Act  38
3.12.  Purpose of Loans; Letters of Credit                         38
3.13.  Environmental Matters                                       38
3.14.  No Burdensome Restrictions                                  39
3.15.  Ownership of Borrower and Subsidiaries                      39
3.16.  Patents, Trademarks, etc.                                   39
3.17.  Ownership of Property                                       39
3.18.  Licenses, etc.                                              39
3.19.  Labor Matters                                               40
3.20.  Material Contracts                                          40
3.21.  Insurance                                                   40
3.22.  Senior Debt Status                                          40
3.23.  No Material Misstatements                                   40
3.24.  Year 2000 Compliance                                        41

SECTION 4.  CONDITIONS PRECEDENT                                   41
4.1.   Conditions to Closing                                       41
4.2.   Conditions to Each Extension of Credit                      43

SECTION 5.  AFFIRMATIVE COVENANTS                                  44
5.1.   Financial Statements                                        44
5.2.   Certificates; Other Information                             44
5.3.   Payment of Obligations                                      45
5.4.   Conduct of Business and Maintenance of Existence            45
5.5.   Maintenance of Property; Insurance                          45
5.6.   Inspection of Property; Books and Records; Discussions      46
5.7.   Notices                                                     46
5.8.   Environmental Laws                                          47
5.9.   Management Changes                                          47

SECTION 6.  NEGATIVE COVENANTS                                     48
6.1.   Financial Condition Covenants                               48
6.2.   Limitation on Debt                                          48
6.3.   Limitation on Liens                                         49
6.4.   Limitations on Fundamental Changes                          49
6.5.   Limitation on Sale of Assets                                49
6.6.   Limitations on Acquisitions, Investments,
       Loans and Advances                                          50
6.7.   Limitation on Distributions                                 50
6.8.   Transactions with Affiliates                                50
6.9.   Fiscal Year                                                 51
6.10.  Change in Business                                          51
6.11.  Change of Control                                           51
6.12.  Sale and Leaseback                                          51
6.13.  Limitation on Negative Pledge Clauses                       51
6.14.  Interest Hedge Agreements                                   51

SECTION 7.  EVENTS OF DEFAULT                                      51
7.1.   Events of Default                                           51

SECTION 8.  THE AGENT                                              54
8.1.   Appointment                                                 54
8.2.   Delegation of Duties                                        55
8.3.   Exculpatory Provisions                                      55
8.4.   Reliance by Agent                                           55
8.5.   Notice of Default                                           55
8.6.   Non-Reliance on Agent and Other Banks                       56
8.7.   Indemnification                                             56
8.8.   Agent in its Individual Capacity                            57
8.9.   Successor Agent                                             57
8.10.  Beneficiaries                                               57

SECTION 9.  MISCELLANEOUS                                          57
9.1.   Amendments and Waivers                                      57
9.2.   Notices                                                     58
9.3.   No Waiver; Cumulative Remedies                              59
9.4.   Survival of Representations and Warranties                  59
9.5.   Payment of Expenses and Taxes                               59
9.6.   Successors and Assigns                                      60
9.7.   Disclosure of Information                                   63
9.8.   Adjustments; Set-off                                        64
9.9.   Counterparts                                                64
9.10.  Severability                                                64
9.11.  Integration                                                 65
9.12.  Governing Law                                               65
9.13.  Submission To Jurisdiction; Waivers                         65
9.14.  Acknowledgements                                            65
9.15.  Waivers of Jury Trial                                       67