Exhibit 10.1


 


NINTH AMENDMENT
TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


This NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of February, 2010, by and among Dover
Downs Gaming & Entertainment, Inc. (the “Borrower”), Wilmington
Trust Company, a Delaware banking corporation, its successors and assigns (“WTC”),
PNC Bank, National Association (as successor by merger to Mercantile-Safe
Deposit & Trust Company), a national banking association, its
successors and assigns (“PNC”  and together
with WTC, the “Banks”), and WTC, as agent (the “Agent”).


 


WHEREAS, the Borrower, the Banks and the Agent are
parties to 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, the Second Amendment to Amended and Restated
Credit Agreement, dated as of February 19, 2004, the Third Amendment to
Amended and Restated Credit Agreement, dated as of November 5, 2004, the
Fourth Amendment to Amended and Restated Credit Agreement, dated as of December 14,
2005, the Fifth Amendment to Amended and Restated Credit Agreement, dated as of
April 18, 2006, the Sixth Amendment to Amended and Restated Credit
Agreement, dated as of March 30, 2007, the Seventh Amendment to Amended
and Restated Credit Agreement, dated as of January 15, 2009, and the
Eighth Amendment to Amended and Restated Credit Agreement, dated as of February 27,
2009 (as so 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 following definition of
Applicable Margin is added to Section 1.1 of the Agreement:


 


““Applicable Margin”: shall mean the rate per
annum set forth below for the then applicable Leverage Ratio (tested quarterly
pursuant to Sections 6.1(a) and 5.2(a) and applicable for the
fiscal quarter immediately following the fiscal period tested):


 

















 


	
  Leverage
  Ratio

  	
   

  	
  Eurodollar

  Loans

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Applicable

  Margin

  Level

  	
   

  	
  Interest

  Rate Floor

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less
  than or equal to 1.50

  	
   

  	
  1.75

  	
  %

  	
  .25

  	
  %

  	
  I

  	
   

  	
  2.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than 1.50 but less than or equal to 2.00

  	
   

  	
  2.25

  	
  %

  	
  .50

  	
  %

  	
  II

  	
   

  	
  2.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than 2.00 but less than or equal to 2.50

  	
   

  	
  2.50

  	
  %

  	
  1.00

  	
  %

  	
  III

  	
   

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than 2.50 but less than or equal to 3.00

  	
   

  	
  2.75

  	
  %

  	
  1.25

  	
  %

  	
  IV

  	
   

  	
  3.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than 3.00 but less than or equal to 3.50

  	
   

  	
  3.00

  	
  %

  	
  1.50

  	
  %

  	
  V

  	
   

  	
  3.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater
  than 3.50 but less than or equal to 3.75”

  	
   

  	
  3.50

  	
  %

  	
  2.00

  	
  %

  	
  VI

  	
   

  	
  4.00

  	
  %

  



 


2.2.          Sections 2.8(a) and 2.8(b) of
the Agreement are hereby amended and restated in their entirety to read as
follows:


 


“(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% plus the Applicable Margin (the “Base
Rate Option”); provided that such rate shall not be less than the Interest Rate
Floor applicable to the Applicable Margin 
in effect from time to time.


 


(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 the
Applicable Margin (the “Eurodollar Rate Option”); provided that such rate shall
not be less than the Interest Rate Floor applicable to the Applicable Margin in
effect from time to time.”


 


2.3.          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:


 


2

















 


““Termination Date”:  the
earlier of (a) January 1, 2013, 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.”


 


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


 


“Leverage
Ratio.  Permit as of the end of each
quarter set forth below the Leverage Ratio to exceed the amount set forth below
for such quarter:


 


	
  Quarter
  Ending

  	
   

  	
  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2010

  	
   

  	
  3.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2010

  	
   

  	
  3.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2010

  	
   

  	
  3.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31,
  2010

  	
   

  	
  3.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31,
  2011

  	
   

  	
  3.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30,
  2011

  	
   

  	
  3.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30,
  2011

  	
   

  	
  2.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thereafter

  	
   

  	
  2.75”

  	
   

  



 


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


 


“Permit Consolidated Tangible Net Worth to be less than the greater of
$85,000,000 plus 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 beginning with the fiscal quarter ending December 31,
2009, calculated on a cumulative basis.”


 


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


 


3

















 


SECTION 3.  Representations and
Warranties.  The
Borrower hereby represents and warrants to the Agent and the Banks as follows:


 


(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 Amendment, 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.  Closing Fees.  The Borrower shall pay to the Agent for the
account of the Banks a closing fee in the amount of $100,000.00 payable upon
the parties’ execution of this Amendment and to be distributed by the Agent to
the Banks as follows:  (i) $52,000.00
to WTC, and (ii) $48,000.00 to PNC.


 


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 Pages Follow]


 


4

















 


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: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, as Agent

  
	
   

  	
  and as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Gast

  
	
   

  	
   

  	
  Name: Michael B. Gast

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as a

  
	
   

  	
  Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Douglas Sawyer

  
	
   

  	
   

  	
  Name: C. Douglas Sawyer

  
	
   

  	
   

  	
  Title:   Senior Vice President

  



 


5

















 


SCHEDULE
I


 


BANK AND
COMMITMENT INFORMATION


 


	
  Bank
  and Address

  	
   

  	
  Commitment

  	
   

  	
  Swing Line

  Commitment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wilmington Trust
  Company

  121 South State Street

  Dover, DE 19901

  Attn: Michael B. Gast

  	
   

  	
  $54,600,000 through March 31,
  2011, then $49,400,000 through March 31, 2012, then $42,900,000
  thereafter

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, National
  Association

  2 Hopkins Plaza

  5th Floor

  Baltimore, MD 20211

  Attn: Doug Sawyer

  	
   

  	
  $50,400,000 through March 31,
  2011 then $45,600,000 through March 31, 2012, then $39,600,000
  thereafter

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $105,000,000 through March 31,
  2011, then $95,000,000 through March 31, 2012, then $82,500,000
  thereafter

  	
   

  	
  $

  	
  5,000,000