Exhibit
10.1


 


 


FOURTH AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT


This FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered
into as of the 14th day of December, 2005, 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, the Second Amendment to Amended
and Restated Credit Agreement, dated as of February 19, 2004, and the
Third Amendment to Amended and Restated Credit Agreement, dated as of
November 5, 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) January 1, 2008, 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 2.19 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); (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 announced
by the Board of Directors of the Borrower in November 2004 for up to 10% of the
Company’s outstanding shares; and (c) the self tender to be announced by the
Board of Directors of the Borrower in December 2005 for up to 10% of the
Company’s outstanding shares (the “Tender”). 
For purposes of clauses (b) and (c) above, Section 6.6 of this Agreement
shall not be interpreted to prohibit such repurchases.”


2.3.          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 prior to the completion of the Tender to be less
than 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.


Permit Consolidated Tangible
Net Worth on any day from and after the completion of the Tender to be less
than the greater of $45,000,000 and (i) ninety percent (90%) of the
Consolidated Tangible Net Worth of the Borrower as of December 31, 2005
(as adjusted for the cost to the Borrower of the Tender) 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, 2005, calculated on a cumulative basis.”


2.4.          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:


(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.


 


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(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 $20,000.00 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: SVP, CFO, Treasurer

  
	
   

  	
   

  
	
  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


December 14, 2005.


 


	
  DOVER DOWNS, INC., as Guarantor

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Denis McGlynn

  	
   

  
	
   

  	
  Name: Denis
  McGlynn

  
	
   

  	
  Title:
  President

  



 


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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

  	
   

  	
  $50,000,000

  	
   

  	
  $5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, Delaware

  222 Delaware Avenue

  18th Floor

  Wilmington, DE19801

  Attn: Warren C. Engle

  	
   

  	
  $27,500,000 reducing to
  $20,000,000 upon closing of the Lowes Property Sale (as defined below)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $77,500,000 reducing to
  $70,000,000 upon closing of the Lowes Property sale (as defined below)

  	
   

  	
  $5,000,000

  	
   

  
							



“Lowes Property Sale” shall
mean the sale by the Borrower of the real estate and improvements thereon
located on DuPont Highway in Dover, Delaware and known as the “Lowes Property.”