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
4
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]
5
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first above written.
DOVER DOWNS GAMING &