Exhibit 10.1
WAIVER
AGREEMENT
This Waiver Agreement dated as of March 31, 2005 is entered into
with reference to the Amended and Restated Loan Agreement dated as
of December 14, 2001 among Wheeling Island Gaming, Inc., a Delaware
corporation, the Lenders referred to therein, and Bank of America,
N.A., as Administrative Agent for itself and for the other Lenders
(as at any time amended, the “Loan Agreement”).
Capitalized terms used herein are used with the meanings set forth
for those terms in the Loan Agreement.
A.
Pursuant to Section 6.13 of the Loan Agreement, the Borrower is
required to maintain a Leverage Ratio as of its Fiscal Quarter
ended April 3, 2005, which is not greater than
2.75:1.00.
B.
The Borrower anticipates that the Leverage Ratio as of such date
will be in excess of the required ratio, and has requested this
Waiver Agreement.
NOW THEREFORE, the
parties hereto hereby agree as follows:
1.
Representations and Warranties . The Borrower
represents and warrants to the Administrative Agent and the Lenders
that (a) as of April 3, 2005, the Leverage Ratio is not in excess
of 3.25:1.00, and (b) no other Default or Event of Default has
occurred and remains continuing.
2.
Waiver . In reliance upon the foregoing
representation, and subject to the conditions set forth in Section
3 hereof, the Administrative Agent, acting with the approval of the
Requisite Lenders, hereby waives the Leverage Ratio covenant set
forth in Section 6.13 for the Fiscal Quarter ended April 3, 2005
only. This is a one-time waiver, and the Borrower shall
strictly comply with Section 6.13 in respect of all subsequent
Fiscal Quarters.
3.
Conditions Precedent . The following shall
