Exhibit 10.14


 


SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


 


This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made and entered into as of the 19th day of
February, 2004, by and among Dover Downs Gaming and Entertainment, Inc. (the
“Borrower”) and Wilmington Trust Company, a Delaware banking corporation
(“WTC”), and PNC Bank, Delaware, a Delaware banking corporation (collectively,
the “Banks”) and WTC, as agent (the “Agent”).


 


WHEREAS, the Borrower, the Banks and the Agent have entered into an
Amended and Restated Credit Agreement, dated as of March 25, 2002, as amended
by the Amendment to Amended and Restated Credit Agreement, dated as of August
12, 2002 (as amended, the “Agreement”), pursuant to which the Banks agreed to
make available certain credit facilities to the Borrower; and


 


WHEREAS, the Borrower, the Banks and the Agent desire to amend the
Agreement as set forth herein.


 


NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree to amend the Agreement as follows:


 


SECTION 1.  Defined Terms.  Capitalized terms used herein and not
otherwise defined are used as defined in the Agreement.


 


SECTION 2.  Amendments.


 


2.1.          The definition of
Termination Date found in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Termination
Date”:  the earlier of (a) April 30,
2006, or such later 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.


 


2.2.          Section 2.10(c) of
the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Each
reduction in the Total Commitment hereunder, other than the scheduled
reductions of $5,000,000 as of December 31, 2002, $10,000,000 as of December
31, 2003, and $5,000,000 as of February 19, 2004, 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 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).


 


2.3.          Schedule I of the
Agreement is hereby amended and restated in its entirety to read as set forth
in Schedule I attached hereto.


 


SECTION 3.  Binding Effect.  This Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.


 


SECTION 4.  Execution in
Counterparts.  This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may
execute this Amendment by signing any such counterpart.


 


SECTION 5.  Agreement in Effect.  Except as hereby amended, the Agreement
shall remain in full force and effect.


 


SECTION 6.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware without regard
to its principles of conflict of laws, all rights and remedies being governed
by Delaware’s substantive laws.


 


[Signature Page Follows]


 


2

















 


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


 


	
   

  	
  DOVER DOWNS GAMING &

  ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Denis
  McGlynn

  	
   

  
	
   

  	
   

  	
  Name:
  Denis McGlynn

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  and as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Michael
  B. Gast

  	
   

  
	
   

  	
   

  	
  Name:
  Michael B. Gast

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, DELAWARE, as a Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/John
  H. Hall

  	
   

  
	
   

  	
   

  	
  Name:
  John H. Hall

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


3

















 


SCHEDULE
I


 


BANK AND
COMMITMENT INFORMATION


 


	
  Bank and Address

  	
   

  	
  Commitment

  	
   

  	
  Swing Line
  Commitment

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wilmington Trust Company

  121 South State Street

  Dover, DE 19901

  Attn: 
  Commercial Banking

  Department

  	
   

  	
  $45,000,000
  through December 31, 2003, then $35,000,000 through February 19, 2004, and
  $30,000,000 thereafter

  	
   

  	
   

  $

  	
   

  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank Delaware

  222 Delaware Avenue

  18th Floor

  Wilmington, DE 19801

  Attn: Theodore J. Prushinski

  	
   

  	
  $15,000,000
  through December 31, 2002, then $10,000,000 thereafter

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $60,000,000
  through December 31, 2002, then $55,000,000 through December 31, 2003, then
  $45,000,000 through February 19, 2004, and $40,000,000 thereafter