**Exhibit 10.14**

 

**SECONDAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**

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This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this“Amendment”) is made and entered into as of the 19th day ofFebruary, 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 anAmended and Restated Credit Agreement, dated as of March 25, 2002, as amendedby the Amendment to Amended and Restated Credit Agreement, dated as of August12, 2002 (as amended, the “Agreement”), pursuant to which the Banks agreed tomake available certain credit facilities to the Borrower; and

 

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

 

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

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SECTION 1.  Defined Terms.  Capitalized terms used herein and nototherwise defined are used as defined in the Agreement.

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SECTION 2.  Amendments.

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

 

“TerminationDate”:  the earlier of (a) April 30,2006, or such later date to which the Termination Date shall have been extendedpursuant to Section 2.10(d) and (b) the date the Commitments are terminated asprovided herein.

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2.2.          Section 2.10(c) ofthe Agreement is hereby amended and restated in its entirety to read asfollows:

 

“Eachreduction in the Total Commitment hereunder, other than the scheduledreductions of $5,000,000 as of December 31, 2002, $10,000,000 as of December31, 2003, and $5,000,000 as of February 19, 2004, shall be made ratably amongthe Banks in accordance with their respective Commitment Percentages.  The Borrower shall pay to the Agent for theaccount of the Banks, on

 

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the date of each terminationor reduction, the Commitment Fees on the amount of the Commitments soterminated or reduced accrued to the date of such termination orreduction.  In connection with anyreduction of the Total Commitment, the Borrower shall make any prepaymentrequired under Section 2.11(b).

 

2.3.          Schedule I of theAgreement is hereby amended and restated in its entirety to read as set forthin Schedule I attached hereto.

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

 

SECTION 4.  Execution inCounterparts.  This Amendment may beexecuted in any number of counterparts, all of which taken together shallconstitute one and the same instrument, and any of the parties hereto mayexecute this Amendment by signing any such counterpart.

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

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

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto haveduly 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 |

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**SCHEDULEI**

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**BANK ANDCOMMITMENT INFORMATION**

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| **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 |   |                       |   |

 

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