**Exhibit10.14**

 

**THIRD AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT**

** **

This THIRD AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and enteredinto as of the 5th day of November, 2004, by and among Dover DownsGaming and Entertainment, Inc. (the “Borrower”) and Wilmington Trust Company, aDelaware banking corporation (“WTC”), and PNC Bank, Delaware, a Delawarebanking corporation (collectively, the “Banks”) and WTC, as agent (the “Agent”).

 

WHEREAS, the Borrower, theBanks 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 andRestated Credit Agreement, dated as of August 12, 2002, and the SecondAmendment to Amended and Restated Credit Agreement, dated as of February 19,2004 (as amended, the “Agreement”), pursuant to which the Banks agreed to makeavailable certain credit facilities to the Borrower; and

 

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

 

NOW THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the parties heretohereby agree as follows:

 

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

#  

# SECTION 2.  Amendments.

#  

## 2.1.                              The definitionof Termination Date found in Section 1.1 of the Agreement is herebyamended and restated in its entirety to read as follows:

##  

“Termination Date”:  the earlier of (a) October 31, 2007, orsuch later date to which the Termination Date shall have been extended pursuantto Section 2.10(d) and (b) the date the Commitments are terminated asprovided herein.

 

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

##  

“Each reduction in the TotalCommitment 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 theBanks in accordance with their respective Commitment Percentages.  The Borrower shall pay to the Agent for theaccount of the Banks, on the date of each termination or reduction, theCommitment Fees on the amount of the Commitments so terminated or reducedaccrued to the date of such termination or reduction.  In connection with any reduction of the TotalCommitment, the Borrower shall make any prepayment required under Section 2.11(b).

 

## 2.3.                              Section 2.19of the Agreement is hereby amended and restated in its entirety to read asfollows:

##  

“The Letters of Credit andproceeds of the Loans shall be used by the Borrower for (a) working capital andgeneral corporate purposes in the ordinary course of business (including, butnot 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 theBorrower 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 2004for up to 10% of the Company’s outstanding shares.  For purposes of clause (b) above, Section 6.6of 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 asfollows:

##  

“Permit Consolidated TangibleNet 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) ninetypercent (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 theconsolidated net income (if positive) of the Borrower and its Subsidiaries foreach fiscal quarter ending after December 31, 2004, calculated on acumulative basis.”

 

## 2.5.                              Schedule Iof the Agreement is hereby amended and restated in its entirety to read as setforth in Schedule I attached hereto.

 

2

----

 

# SECTION 3.  Representationsand Warranties.  The Borrowerhereby represents and warrants to the Agent and the Banks as follows:

#  

### (a)                                  Each of therepresentations and warranties of the Borrower in the Agreement is true andcorrect in all material respects on and as if made as of the date hereof aftergiving effect to this Amendment.

###  

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

###  

### (c)                                  No consent,approval or authorization of, or registration with any Person is required inconnection with the execution, delivery or performance by the Borrower of thisAmendment.

###  

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

#  

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

#  

# SECTION 6.  Execution inCounterparts.  This Amendmentmay be executed in any number of counterparts, all of which taken togethershall constitute one and the same instrument, and any of the parties hereto mayexecute this Amendment by signing any such counterpart.

#  

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

#  

# 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 Page Follows]

 

 

3

----

 

IN WITNESS WHEREOF, theparties hereto have duly executed this Amendment as of the date first abovewritten.

 
|                                 | **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             |   |   |
|                                      |                                                       |  |  |  |  |  |  |  |  |

 

4

----

 

**SCHEDULE I**

 

**BANK AND COMMITMENT INFORMATION**

** **
| **Bank and Address**                                                                                   | ** ** | **Commitment**                                                                                                                                                                         | ** ** | **Swing Line  Commitment** |
|--------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|
| Wilmington Trust  Company  121 South State Street  Dover, DE19901  Attn: Commercial Banking Department |       | $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 |
|                                                                                                   |       |                                                                                                                                                                                   |       |                       |
| PNC Bank Delaware  222 Delaware Avenue  18th Floor Wilmington, DE19801  Attn: Theodore J. Prushinski   |       | $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 |       |                       |
|                                                                                                   |       |                                                                                                                                                                                   |       |                       |
| 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 |

 

----