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 15 th 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;
2
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
