**Exhibit 10.15**

** **

**SEVENTHAMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT**

 

This SEVENTH AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 15th day of January, 2009, by and among Dover DownsGaming & Entertainment, Inc. (the “Borrower”), Wilmington TrustCompany, a Delaware banking corporation, its successors and assigns (“WTC”), PNCBank, 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, WTC, PNC Bank, Delaware, aDelaware banking corporation (“PNC Delaware”), Mercantile and the Agent haveentered 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, the Second Amendment to Amended and RestatedCredit Agreement, dated as of February 19, 2004, the Third Amendment toAmended and Restated Credit Agreement, dated as of November 5, 2004, theFourth Amendment to Amended and Restated Credit Agreement, dated as of December 14,2005, the Fifth Amendment to Amended and Restated Credit Agreement, dated as ofApril 18, 2006, and the Sixth Amendment to Amended and Restated CreditAgreement, dated as of March 30, 2007 (as so amended, the “Agreement”),pursuant to which WTC, PNC Delaware and Mercantile agreed to make availablecertain credit facilities to the Borrower; and

 

WHEREAS, PNC Delaware and Mercantile becameaffiliated banks and PNC Delaware assigned to Mercantile its obligations as aBank under the Agreement;

 

WHERAS, subsequent to the assignment to Mercantile,Mercantile merged with and into PNC and PNC became Mercantile’s successor underthe Agreement; and

 

WHEREAS, the Borrower, the Banks and the Agentdesire 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 tobe legally bound hereby, the parties hereto hereby agree 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 of “EurodollarRate” set forth in Section 1.1 of the Agreement is hereby amended andrestated in its entirety to read as follows:

 

“EurodollarRate”:  with respect to anyEurodollar Loan for any Interest Period, the interest rate per annum determinedby the Agent by dividing 

 

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(the resulting quotient rounded upwards, if necessary, to the nearest1/100th of 1% per annum) (i) the rate of interest determined by the Agentin accordance with its usual procedures (which determination shall beconclusive absent manifest error) to be the average of the London interbankoffered rates for U.S. Dollars quoted by the British Bankers’ Association asset forth on Dow Jones Markets Service (formerly known as Telerate) (orappropriate successor or, if British Bankers’ Association or its successorceases to provide such quotes, a comparable replacement determined by theAgent) display page 3750 (or such other display page on the Dow JonesMarkets Service system as may replace display page 3750) two (2) BusinessDays prior to the first day of such Interest Period (or with respect to a FixedReset Eurodollar Loan, on the Reset Date for such Fixed Reset Eurodollar Loan) foran amount comparable to the principal amount of such Eurodollar Loan and havinga borrowing date and a maturity comparable to such Interest Period by (ii) anumber equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed bythe following formula:

 

Average of London interbank offered rates quoted by BBA as shownEurodollar Rate =     on Dow JonesMarkets Service display page 3750 or appropriate successor

1.00 - Euro-Rate Reserve Percentage

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## 2.2.          Section 1.1 of theAgreement is hereby amended by adding the defined term set forth below:

 

“Fixed Reset Eurodollar Loan”: means aEurodollar Borrowing specified by the Borrower as a Fixed Reset Eurodollar Loanin the corresponding Revolving Credit Borrowing Request delivered by theBorrower.

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## 2.3.          The definition of “InterestPeriod” set forth in Section 1.1 of the Agreement is hereby amended andrestated in its entirety to read as follows:

 

“InterestPeriod”:  shall have the followingmeaning:

 

(a)           With respect to anyEurodollar Loan that is not a Fixed Reset Eurodollar Loan:

 

(i)            initially the period commencing on the borrowing orconversion date, as the case may be, with respect to such Eurodollar Loan andending one, two, three, six or nine months thereafter, as selected by theBorrower in its notice of borrowing or notice of conversion, given with respectthereto; and

 

(ii)           thereafter, each period commencing on the last dayof the next preceding Interest Period applicable to such Eurodollar Loan andending one, two, three, six, nine or twelve months thereafter, as selected bythe Borrower by irrevocable notice to the Agent not less than three BusinessDays prior to the last day of the then current Interest Period with respectthereto;

 

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providedthat,the foregoing provisions relating to Interest Periods are subject to thefollowing:

 

(A)          if any Interest Period would end on a day other thana Business Day, such Interest Period shall be extended to the next succeedingBusiness Day unless, with respect to Eurodollar Loans only, such nextsucceeding Business Day would fall in the next calendar month, in which casesuch Interest Period shall end on the next preceding Business Day;

 

(B)           with respect to Eurodollar Loans, any InterestPeriod that begins on the last Business Day of a calendar month (or on a dayfor which there is no numerically corresponding day in the calendar month atthe end of such Interest Period) shall end on the last Business Day of acalendar month;

 

(C)           an Interest Period that otherwise would extendbeyond the Termination Date shall end on the Termination Date; and

 

(D)          the Borrower shall select Interest Periods so as notto require a payment or prepayment of any Eurodollar Loan during an InterestPeriod for such Loan.

 

(b)           With respect to anyEurodollar Loan that is a Fixed Reset Eurodollar Loan:

 

(i)  initially the period commencing on theborrowing or conversion date, as the case may be, with respect to such FixedReset Eurodollar Loan and ending on the one month anniversary of such borrowingor conversion date, which day of the month shall be referred to as the “ResetDate” for such Eurodollar Loan; and

 

(ii)           thereafter, each period commencing on the last dayof the next preceding Interest Period applicable to such Fixed Reset EurodollarLoan and ending on the Reset Date in the next following calendar month;

 

providedthat,the foregoing provisions relating to Interest Periods for Fixed ResetEurodollar Loans are subject to the following:

 

(A)          if any Interest Period would end on a day other thana Business Day, such Interest Period shall be extended to the next succeedingBusiness Day unless such next succeeding Business Day would fall in the nextcalendar month, in which case such Interest Period shall end on the nextpreceding Business Day;

 

(B)           any Interest Period that begins on the last BusinessDay of a calendar month (or on a day for which there is no numerically 

 

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correspondingday in the calendar month at the end of such Interest Period) shall end on thelast Business Day of a calendar month, which day shall be the “Reset Date”for such Eurodollar Loan in that calendar month; and

 

(C)           an Interest Period that otherwise would extendbeyond the Termination Date shall end on the Termination Date.

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## 2.4.          Section 1.1 of theAgreement is hereby amended by adding the following definition:

 

“Reset Date”: has the meaning given such term in part (b) of the definition of “InterestPeriod” set forth in Section 1.1 .

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## 2.5.          Section 2.2 of theAgreement is hereby amended and restated in its entirety as follows:

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## 2.2           Revolving Credit LoanProcedures.  In order torequest a Revolving Credit Borrowing, the Borrower shall hand deliver ortelecopy (or notify by telephone and promptly confirm by hand delivery ortelecopy) to the Agent the information requested by the form of RevolvingCredit Borrowing Request attached as Exhibit A-1 hereto (a) inthe case of a Eurodollar Borrowing, not later than 12:00 noon, Wilmington time,three Business Days before a proposed Borrowing and (b) in the case of aBase Rate Borrowing, not later than 12:00 noon, Wilmington time, on theday of a proposed Borrowing.  Such noticeshall be irrevocable and shall in each case specify (i) whether theBorrowing then being requested is to be a Eurodollar Borrowing or a Base RateBorrowing; (ii) the date of such Revolving Credit Borrowing (which shallbe a Business Day); (iii) the principal amount of such Borrowing; and (iv) ifsuch Borrowing is to be a Eurodollar Borrowing, the Interest Period withrespect thereto or that the Eurodollar Borrowing is to be a Fixed ResetEurodollar Loan.  If no election as tothe Type of Revolving Credit Borrowing is specified in any such notice, thenthe requested Revolving Credit Borrowing shall be a Base Rate Borrowing.  If no Interest Period with respect to anyEurodollar Borrowing is specified and the Eurodollar Borrowing is notdesignated as a Fixed Reset Eurodollar Borrowing in any such notice, then theBorrower shall be deemed to have selected an Interest Period of one month’sduration.  The Agent shall promptlyadvise the Banks of any notice given pursuant to this Section 2.2 and ofeach Bank’s portion of the requested Borrowing.

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## 2.6.          Exhibit A-1 of theAgreement is hereby amended and restated in its entirety to read as set forthin Exhibit A-1 attached hereto.

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# SECTION 3.  Consent of Agent to InterestRate Hedge.   Pursuantto Section 6.13 of the Agreement, the Agent and the Banks consent to the transactionstaking place on January 15, 2009 contemplated by the ISDA MasterAgreement, dated as of January 15, 2009, between the Borrower and PNC, assupplemented by that Swap Confirmation, dated January 15, 2009 (as 

 

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# the same may be modified, amended andsupplemented from time to time, the “Swap Agreement”).  The Agent, the Banks and the Borrower agreethat an Event of Default on the part of the Borrower under the Swap Agreement andthe documents related thereto shall be an Event of Default under the Agreement,as amended by this Amendment.

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# SECTION 4.  Representations andWarranties.  TheBorrower hereby represents and warrants to the Agent and the Banks as follows:

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### (a)           Each of the representationsand warranties of the Borrower in the Agreement is true and correct in allmaterial respects on and as if made as of the date hereof after giving effectto this Amendment.

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### (b)           As of the date hereof, andafter giving effect to this Amendment, no Default or Event of Default exists.

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

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# SECTION 5.  Binding Effect.  This Amendment shall be binding upon, andshall inure to the benefit of, the parties hereto and their respectivesuccessors and assigns.

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# SECTION 6.  Execution in Counterparts.  This Amendment may be executed in any numberof counterparts, all of which taken together shall constitute one and the sameinstrument, and any of the parties hereto may execute this Amendment by signingany such counterpart.

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# SECTION 7.  Agreement in Effect.  Except as hereby amended, the Agreement shallremain in full force and effect.

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# SECTION 8.  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 PAGEFOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have dulyexecuted 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, NATIONAL ASSOCIATION**, as a Bank          |
|       |                                                    |
|       |                                                    |
|       | By:                                                     | /s/  C. Douglas Sawyer |
|       |                                                    | Name: C.  Douglas Sawyer |
|       |                                                    | Title:   Sr.  Vice President |

 

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**EXHIBITA-1**

** **

**FORM OFREVOLVING CREDIT BORROWING REQUEST**

 

Wilmington Trust Company, as Agent121 South State StreetDover, DE   19901Attention:  Commercial Banking Department

 

Ladies and Gentlemen:

 

The undersigned, Dover Downs Gaming &Entertainment, Inc. refers to the Amended and Restated Credit Agreementdated as of March 25, 2002 (as may be amended or restated from time totime, the “Credit Agreement”) (capitalized terms being used herein as thereindefined), between the undersigned, the several banks and other financialinstitutions from time to time parties thereto and Wilmington Trust Company, asagent, and hereby gives you notice, irrevocably, pursuant to Section 2.2of the Credit Agreement that the undersigned hereby requests [ Revolving CreditLoans] [the renewal of a Eurodollar Rate Option][the renewal of a Fixed ResetEurodollar Loan][the conversion of an interest rate option] as follows:

 

1.             The proposedborrowing date is _______________, 20__.

 

2.             The aggregateamount of  Revolving Credit Loanscomprising the Borrowing is $______________.

 

3.             The [EurodollarRate Option] [Base Rate Option] shall apply to the Revolving Credit Loanscomprising the Borrowing.

 

4.             [The InterestPeriod for the Revolving Credit Loans comprising the Borrowing is _________[months]][The Eurodollar Borrowing is a Fixed Reset Eurodollar Loan].

 

The undersigned hereby certifies that the followingstatements are true on the date hereof, and will be true on the borrowing date:

 

(a)           each of the representationsand warranties made by the undersigned in the Credit Agreement or which arecontained herein are true and correct in all material respects on and as of thedate hereof as if made on and as of the date hereof (except representations andwarranties which expressly relate solely to an earlier date or time); and

 

(b)           no Default or Event ofDefault has occurred and is continuing on the date hereof or will occur aftergiving effect to the Extensions of Credit requested hereby.

 
|       | Very truly yours,                                 |
|------------|---------------------------------------------------|
|       | DOVER DOWNS GAMING & ENTERTAINMENT, INC. |
| ** ** | ** **                                        |
| ** ** | ** **                                        |
| ** ** | **BY:**                                           | ** ** |
| ** ** | **NAME:**                                         | ** ** |
| ** ** | **TITLE:**                                        | ** ** |
|            |                                                   |  |  |

 

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