EXHIBIT 10.1


 


AMENDMENT
NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT


This Amendment No. 2 to Amended and Restated Loan
Agreement (this “Amendment”), is entered into as of December 28, 2005, with
reference to the Amended and Restated Loan Agreement dated as of December 14,
2001 (as heretofore amended by an Amendment No. 1 dated as of June 7, 2005, and
as it may hereafter be amended, supplemented or otherwise modified from time to
time, the “Loan Agreement”) among Wheeling Island Gaming, Inc., a Delaware corporation
(the “Borrower”), the lenders from time to time party thereto (each a “Lender,
and collectively, the “Lenders”) and Bank of America, N.A., as Administrative
Agent (“Administrative Agent”). 
Capitalized terms used herein and not otherwise defined are used with
the meanings set forth for those terms in the Loan Agreement.


Borrower and the Administrative Agent, acting with
the consent of the Lenders required by Section 11.2 of the Credit Agreement,
hereby amend the Loan Agreement as follows:


AGREEMENT


1.             Amendment to Section 1.1 —
Revised Definition.  The following
defined term set forth in Section 1.1 of the Loan Agreement is amended to read
in its entirety as follows:


                                “Maturity
Date” means January 19, 2007.


2.             Conditions Precedent.  The effectiveness of this Amendment shall be
conditioned upon the Administrative Agent’s receipt of the following:


(a)           an original of this Amendment, duly
executed by the Borrower;


(b)           a Consent of
Guarantor, in the form attached hereto as Exhibit A, duly executed by each of
the parties thereto;


(c)           a Consent of Lender,
in the form attached hereto as Exhibit B, duly executed by each of the
Requisite Lenders;


(d)           an Amendment to the
Deeds of Trust extending the Maturity Date of the Indebtedness under the Loan
Agreement; and


(e)           such other documents
and assurances as the Administrative Agent may require.


3.             Representation and Warranty.  Borrower represents and warrants to the
Administrative Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing, and that each of the representations and
warranties of Borrower set forth in the Loan Agreement is true and correct as
of the date hereof (other than those which relate by their terms solely to
another date).


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


 


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5.             Counterparts.  This Amendment may be executed in any number
of counterparts and any party hereto may execute any counterpart, each of which
when executed and delivered will be deemed to be an original and all of which
counterparts of this Amendment when taken together will be deemed to be but one
and the same instrument.


[Remainder of Page Intentionally Left Blank]


 


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


	
   

  	
  WHEELING ISLAND GAMING, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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Exhibit A


Form of Guarantor Consent


CONSENT
OF GUARANTORS


This
Consent of Guarantors is delivered with reference to the Amended and Restated
Loan Agreement dated as of December 14, 2001 (as heretofore amended by an
Amendment No. 1 dated as of June 7, 2005, and as it may hereafter be amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among the Wheeling Island Gaming, Inc., a Delaware corporation (the
“Borrower”), the lenders from time to time party thereto (each a “Lender, and
collectively, the “Lenders”), and Bank of America, N.A., as Administrative
Agent (“Administrative Agent”). 
Capitalized terms used but not defined in this Consent of Guarantors
have the meanings given to them in the Loan Agreement.


Each of the undersigned hereby consents to the execution, delivery and
performance of the proposed Amendment No. 2 to the Amended and Restated Loan
Agreement (the “Amendment”) by the Borrower, substantially in the form
presented to the undersigned as a draft, and agrees that nothing contained
therein shall diminish, alter, amend or otherwise affect any of the undersigned’s
obligations to the Administrative Agent, for the benefit of Lenders, under the
Amended and Restated Guaranty dated December 14, 2001 (as amended, the
“Guaranty”).  Each of the undersigned
further confirms that the Guaranty shall continue in full force and effect and
agrees that the undersigned shall continue to be liable under such Guaranty in
accordance with the terms thereof.  Each
of the undersigned further confirms that it has no defense, counterclaim or
offset right whatsoever with respect to its obligations under the Guaranty.


 


	
  WDRA FOOD SERVICE,
  INC.,

  	
   

  	
  WHEELING LAND
  DEVELOPMENT CORP,

  
	
  a West Virginia
  corporation

  	
   

  	
  a West Virginia
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Dated as of: December 28,
2005


 


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Exhibit B


Form of Lender Consent


CONSENT
OF LENDER


This
Consent of Lender is delivered with reference to the Amended and Restated Loan
Agreement dated as of December 14, 2001 (as heretofore amended by an Amendment
No. 1 dated as of June 7, 2005, and as it may hereafter be amended,
supplemented or otherwise modified from time to time, the “Loan Agreement”), by
and among the Wheeling Island Gaming, Inc., a Delaware corporation, the lenders
from time to time party thereto (each a “Lender, and collectively, the
“Lenders”), and Bank of America, N.A., as Administrative Agent (“Administrative
Agent”).  Capitalized terms used but not
defined in this Consent of Lender have the meanings given to them in the Loan
Agreement.


The
undersigned Lender hereby consents to the execution, delivery and performance
of the proposed Amendment No. 2 to the Amended and Restated Loan Agreement (the
“Amendment”) by the Administrative Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a draft.


 


	
   

  	
   

  	
   

  	
   

  
	
  [Typed/Printed Name of
  Lender]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated as of: December 28, 2005

  	
   

  	
   

  	
   

  	
   

  
						



 


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