Exhibit 10.1
FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment")
is made and entered into as of the 18th day of April, 2006, by and among Dover
Downs Gaming & Entertainment, Inc. (the "Borrower") and Wilmington Trust
Company, a Delaware banking corporation ("WTC"), PNC Bank, Delaware, a Delaware
banking corporation ("PNC"), and Mercantile-Safe Deposit & Trust Company, a
Maryland banking corporation ("Mercantile", and together with WTC and PNC, the
"Banks") and WTC, as agent (the "Agent").
WHEREAS, the Borrower, the WTC, PNC 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, and the Fourth Amendment to Amended and Restated
Credit Agreement, dated as of December 14, 2005 (as so amended, the
"Agreement"), pursuant to which the WTC and PNC 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.
MERCANTILE SHALL BE A BANK UNDER THE AGREEMENT, AS AMENDED BY THIS
AMENDMENT, AND HEREBY AGREES TO BE BOUND BY THE TERMS THEREOF AND HEREOF.
2.2.
THE FOLLOWING DEFINITION OF APPLICABLE MARGIN IS ADDED TO
SECTION 1.1 OF THE AGREEMENT:
""Applicable Margin": shall mean the rate per annum set forth below for the then
applicable Leverage Ratio (tested quarterly pursuant to Sections 6.1(a) and
5.2(a) and applicable for the fiscal quarter immediately following the fiscal
period tested):
Leverage Ratio
Eurodollar
Loans
Base Rate
Loans
Applicable
Margin Level
Less than or equal to 1.75
.75
%
0
%
I
Greater than 1.75 but less than or equal to 2.00
.95
%
.25
%
II
Greater than 2.00
1.25
%
.50
%
III
2.3.
THE DEFINITION OF REQUIRED BANKS FOUND IN SECTION 1.1 OF THE
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
""Required Banks":
shall mean Banks having in the aggregate sixty-six and
two-thirds percent (662⁄3%) or more of the Commitment."
2.4.
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) April 17, 2011, 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."
2.5.
SECTION 2.3(G) OF THE