Exhibit
10.1


 


THIRD
AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


This THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered
into as of the 5th day of November, 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, and the Second
Amendment to Amended and Restated Credit Agreement, dated as of February 19,
2004 (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 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) October 31, 2007, 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 $7,500,000 as of December 31,
2005 and $10,000,000 as of December 31, 2006, 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.                              Section 2.19
of the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“The Letters of Credit and
proceeds of the Loans shall be used by the Borrower for (a) working capital and
general corporate purposes in the ordinary course of business (including, but
not limited to refinancing existing working capital - related indebtedness and,
subject to other provisions of this Agreement, acquisition financing) and (b)
repurchases of the Borrower’s Common Stock and Class A Common Stock pursuant to
(i) the repurchase authorization announced by the Board of Directors of the
Borrower on October 23, 2002 for up to 2,000,000 shares of stock and (ii)
the self tender to be announced by the Board of Directors of the Borrower in November 2004
for up to 10% of the Company’s outstanding shares.  For purposes of clause (b) above, Section 6.6
of this Agreement shall not be interpreted to prohibit such repurchases.”


 


2.4.                              Section 6.1(c)
of the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Permit Consolidated Tangible
Net Worth on any day to be less than $65,000,000 through and including December 31,
2004, and thereafter as follows: the greater of $65,000,000 and (i) ninety
percent (90%) of the Consolidated Tangible Net Worth of the Borrower as of December 31,
2004, plus (ii) an amount equal to twenty-five percent (25%) of the
consolidated net income (if positive) of the Borrower and its Subsidiaries for
each fiscal quarter ending after December 31, 2004, calculated on a
cumulative basis.”


 


2.5.                              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.  Representations
and Warranties.  The Borrower hereby
represents and warrants to the Agent and the Banks as follows:


 


2





















 


(a)                                  Each of the
representations and warranties of the Borrower in the Agreement is true and
correct in all material respects on and as if made as of the date hereof after
giving effect to this Amendment.


 


(b)                                 As of the date hereof,
and after giving effect to this Agreement, no Default or Event of Default
exists.


 


(c)                                  No consent,
approval or authorization of, or registration with any Person is required in
connection with the execution, delivery or performance by the Borrower of this
Amendment.


 


SECTION 4.  Fees.  The Borrower shall pay to the Agent for the
account of the Banks pro  rata in accordance with Section 2.16
of the Agreement a closing fee in the amount of $17,500 payable upon the
parties’ execution of this Amendment.


 


SECTION 5.  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 6.  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 7.  Agreement
in Effect.  Except as hereby amended,
the Agreement shall remain in full force and effect.


 


SECTION 8.  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]


 


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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/ Timothy R. Horne

  	
   

  
	
   

  	
   

  	
  Name: Timothy R. Horne

  
	
   

  	
   

  	
  Title: Sr. Vice President – Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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/ Warren C. Engle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Warren C. Engle

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
  Acknowledged and Agreed as
  of

  November 5, 2004

  	
   

  
	
   

  	
   

  
	
  DOVER DOWNS, INC., as
  Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy R. Horne

  	
   

  	
   

  
	
   

  	
  Name: Timothy R. Horne

  	
   

  
	
   

  	
  Title: Sr. Vice President
  – Finance

  	
   

  
							



 


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SCHEDULE I


 


BANK AND
COMMITMENT INFORMATION


 


	
  Bank
  and Address

  	
   

  	
  Commitment

  	
   

  	
  Swing Line

  Commitment

  	
   

  
	
  Wilmington Trust
  Company

  	
   

  	
  $43,125,000 through December 30,
  2005, then $37,500,000 from December 31, 2005 through December 30,
  2006 and $30,000,000 from December 31, 2006 and thereafter

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  121 South State Street

  	
   

  	
   

  	
   

  
	
  Dover, DE19901

  	
   

  	
   

  	
   

  
	
  Attn:

  	
  Commercial Banking

  	
   

  	
   

  	
   

  
	
   

  	
  Department

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank Delaware

  	
   

  	
  $14,375,000 through December 30,
  2005, then $12,500,000 from December 31, 2005 through December 30,
  2006, and $10,000,000 from December 31, 2006 and thereafter

  	
   

  	
   

  	
   

  
	
  222 Delaware Avenue

  
	
  18th Floor

  
	
  Wilmington, DE19801

  
	
  Attn: Theodore J.
  Prushinski

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $57,500,000 through December 30,
  2005, then $50,000,000 from December 31, 2005 through December 30,
  2006, and $40,000,000 from December 31, 2006 and thereafter

  	
   

  	
  $

  	
  5,000,000