Exhibit 10.15


 


SEVENTH
AMENDMENT TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


This SEVENTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 15th day of January, 2009, 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, WTC, PNC Bank, Delaware, a
Delaware banking corporation (“PNC Delaware”), Mercantile 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, 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, and the Sixth Amendment to Amended and Restated Credit
Agreement, dated as of March 30, 2007 (as so amended, the “Agreement”),
pursuant to which WTC, PNC Delaware and Mercantile agreed to make available
certain credit facilities to the Borrower; and


 


WHEREAS, PNC Delaware and Mercantile became
affiliated banks and PNC Delaware assigned to Mercantile its obligations as a
Bank under the Agreement;


 


WHERAS, subsequent to the assignment to Mercantile,
Mercantile merged with and into PNC and PNC became Mercantile’s successor under
the Agreement; 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 “Eurodollar
Rate” set forth in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Eurodollar
Rate”:  with respect to any
Eurodollar Loan for any Interest Period, the interest rate per annum determined
by the Agent by dividing 


 

















 


(the resulting quotient rounded upwards, if necessary, to the nearest
1/100th of 1% per annum) (i) the rate of interest determined by the Agent
in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for U.S. Dollars quoted by the British Bankers’ Association as
set forth on Dow Jones Markets Service (formerly known as Telerate) (or
appropriate successor or, if British Bankers’ Association or its successor
ceases to provide such quotes, a comparable replacement determined by the
Agent) display page 3750 (or such other display page on the Dow Jones
Markets Service system as may replace display page 3750) two (2) Business
Days prior to the first day of such Interest Period (or with respect to a Fixed
Reset Eurodollar Loan, on the Reset Date for such Fixed Reset Eurodollar Loan) for
an amount comparable to the principal amount of such Eurodollar Loan and having
a borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by
the following formula:


 


Average of London interbank offered rates quoted by BBA as shown

Eurodollar Rate =     on Dow Jones
Markets Service display page 3750 or appropriate successor


1.00 - Euro-Rate Reserve Percentage


 


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


 


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


 


2.3.          The definition of “Interest
Period” set forth in Section 1.1 of the Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Interest
Period”:  shall have the following
meaning:


 


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


 


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


 


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


 


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provided  that,
the foregoing provisions relating to Interest Periods are subject to the
following:


 


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


 


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


 


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


 


(D)          the Borrower shall select Interest Periods so as not
to require a payment or prepayment of any Eurodollar Loan during an Interest
Period for such Loan.


 


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


 


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


 


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


 


provided  that,
the foregoing provisions relating to Interest Periods for Fixed Reset
Eurodollar Loans are subject to the following:


 


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


 


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


 


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corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last 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 extend
beyond the Termination Date shall end on the Termination Date.


 


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


 


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


 


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


 


2.2           Revolving Credit Loan
Procedures.  In order to
request a Revolving Credit Borrowing, the Borrower shall hand deliver or
telecopy (or notify by telephone and promptly confirm by hand delivery or
telecopy) to the Agent the information requested by the form of Revolving
Credit Borrowing Request attached as Exhibit A-1 hereto (a) in
the 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 a
Base Rate Borrowing, not later than 12:00 noon, Wilmington time, on the
day of a proposed Borrowing.  Such notice
shall be irrevocable and shall in each case specify (i) whether the
Borrowing then being requested is to be a Eurodollar Borrowing or a Base Rate
Borrowing; (ii) the date of such Revolving Credit Borrowing (which shall
be a Business Day); (iii) the principal amount of such Borrowing; and (iv) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with
respect thereto or that the Eurodollar Borrowing is to be a Fixed Reset
Eurodollar Loan.  If no election as to
the Type of Revolving Credit Borrowing is specified in any such notice, then
the requested Revolving Credit Borrowing shall be a Base Rate Borrowing.  If no Interest Period with respect to any
Eurodollar Borrowing is specified and the Eurodollar Borrowing is not
designated as a Fixed Reset Eurodollar Borrowing in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  The Agent shall promptly
advise the Banks of any notice given pursuant to this Section 2.2 and of
each Bank’s portion of the requested Borrowing.


 


2.6.          Exhibit A-1 of the
Agreement is hereby amended and restated in its entirety to read as set forth
in Exhibit A-1 attached hereto.


 


SECTION 3.  Consent of Agent to Interest
Rate Hedge.   Pursuant
to Section 6.13 of the Agreement, the Agent and the Banks consent to the transactions
taking place on January 15, 2009 contemplated by the ISDA Master
Agreement, dated as of January 15, 2009, between the Borrower and PNC, as
supplemented by that Swap Confirmation, dated January 15, 2009 (as 


 


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


 


SECTION 4.  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 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:   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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EXHIBIT
A-1


 


FORM OF
REVOLVING CREDIT BORROWING REQUEST


 


Wilmington Trust Company, as Agent

121 South State Street

Dover, DE   19901

Attention:  Commercial Banking Department


 


Ladies and Gentlemen:


 


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


 


1.             The proposed
borrowing date is _______________, 20__.


 


2.             The aggregate
amount of  Revolving Credit Loans
comprising the Borrowing is $______________.


 


3.             The [Eurodollar
Rate Option] [Base Rate Option] shall apply to the Revolving Credit Loans
comprising the Borrowing.


 


4.             [The Interest
Period 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 following
statements are true on the date hereof, and will be true on the borrowing date:


 


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


 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
  DOVER DOWNS GAMING & ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
  NAME:

  	
   

  
	
   

  	
  TITLE: