EXHIBIT 4.2 DOVER DOWNS GAMING & ENTERTAINMENT, INC. ---------------------------------------- RIGHTS AGREEMENT WITH RESPECT TO COMMON STOCK --------------------------------------------- This agreement ("Rights Agreement"), dated as of January 2, 2002,...Rights Agreement • January 16th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • New York
EXHIBIT 10.6 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
BY-LAWS ------- OF --Dover Downs Gaming & Entertainment Inc • November 21st, 2001
BACKGROUNDGuaranty and Suretyship Agreement • May 10th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
AMENDED & RESTATED EMPLOYMENT AND NON-COMPETE AGREEMENT DOVER DOWNS GAMING & ENTERTAINMENT, INC. ANDEmployment and Non-Compete Agreement • February 17th, 2006 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS AGREEMENT, is by and between Dover Downs Gaming & Entertainment, Inc. (the “Company”) and Klaus M. Belohoubek (the “Executive”), is effective as of this 13th day of February 2006 (the “Effective Date”), and amends and restates the Employment and Non-Compete Agreement between the parties dated June 16, 2004 (the “Prior Agreement”).
AMENDED AND RESTATED NON-COMPETE AGREEMENT DOVER DOWNS GAMING & ENTERTAINMENT, INC. ANDNon-Compete Agreement • February 17th, 2006 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS AGREEMENT, is by and between Dover Downs Gaming & Entertainment, Inc. (the “Company”) and Patrick J. Bagley (the “Director”), is effective as of this 13th day of February 2006 (the “Effective Date”), and amends and restates the Employment and Non-Compete Agreement between the parties dated June 16, 2004 (the “Prior Agreement”).
RECITALSEmployee Benefits Agreement • January 16th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
EXHIBIT 10.3 TRANSITION SUPPORT SERVICES AGREEMENT THIS AGREEMENT for the performance of certain corporate services is executed and made effective as of January 15, 2002, by and between DOVER DOWNS ENTERTAINMENT, INC., a Delaware corporation ("DVD"),...Transition Support Services Agreement • January 16th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
RECITALSAgreement Regarding Distribution and Plan of Reorganization • February 26th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
FORM OF RESTRICTED STOCK GRANT AGREEMENT USED WITH DOVER DOWNS GAMING & ENTERTAINMENT, INC.Restricted Stock Grant Agreement • May 1st, 2014 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
RESTRICTED STOCK GRANT AGREEMENT made as of the day of , (the “Grant Date”) between DOVER DOWNS GAMING & ENTERTAINMENT, INC., a Delaware corporation (hereinafter called “Company”), and , an employee of the Company, or one or more of its subsidiaries (hereinafter called the “Employee”).
AGREEMENTTax Sharing Agreement • January 16th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 10th, 2005 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 5th day of November, 2004, 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”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT USED WITH DOVER DOWNS GAMING & ENTERTAINMENT, INC.Incentive Stock Option Agreement • November 3rd, 2004 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services
OPTION AGREEMENT made as of the day of , between DOVER DOWNS GAMING & ENTERTAINMENT, INC., a Delaware corporation (hereinafter called “Company”), and , an employee of the Company, or one or more of its subsidiaries (hereinafter called the “Employee”).
Dover Downs Gaming Management CorporationDover Downs Gaming & Entertainment Inc • November 9th, 2011 • Services-amusement & recreation services
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 4th, 2002 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 12th day of August, 2002, 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”).
MODIFICATION AND REAFFIRMATION AGREEMENTModification and Reaffirmation Agreement • August 14th, 2014 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 14th day of August, 2014, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
STOCKHOLDERS VOTING AGREEMENT AND IRREVOCABLE PROXYStockholders Voting Agreement and Irrevocable Proxy • November 10th, 2004 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
AGREEMENT made this 9th day of November 2004 by and between R. Randall Rollins ("Rollins") and Henry B. Tippie ("Tippie") (Rollins and Tippie being collectively referred to as the "Stockholders").
EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 27th day of February, 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”).
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 30th, 2007 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of March, 2007, by and among Dover Downs Gaming & Entertainment, Inc. (the “Borrower”) and Wilmington Trust Company, a Delaware banking corporation, its successors and assigns (“WTC”), and Mercantile-Safe Deposit & Trust Company, a Maryland banking corporation, its successors and assigns (“Mercantile,” and together with WTC, the “Banks”) and WTC, as agent (the “Agent”).
Dover Downs Gaming Management CorporationDover Downs Gaming & Entertainment Inc • November 7th, 2013 • Services-amusement & recreation services
MODIFICATION AND REAFFIRMATION AGREEMENTModification and Reaffirmation Agreement • September 17th, 2015 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 14th day of September, 2015, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 9th, 2004 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of February, 2004, 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”).
MODIFICATION AND REAFFIRMATION AGREEMENTModification and Reaffirmation Agreement • July 26th, 2017 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 25th day of July, 2017, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 6th, 2009 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
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”).
AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • October 11th, 2018 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This AMENDMENT (this “Amendment”) is made as of October 8, 2018 by and among Twin River Worldwide Holdings, Inc., a Delaware corporation (“Parent”), Double Acquisition Corp., a Delaware corporation (“Merger Sub”), DD Acquisition LLC, a Delaware limited liability company (“Merger Sub Two”) and Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (the “Company”).
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 21st, 2006 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
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”).
AMENDMENT TO CERTAIN AGREEMENTS BETWEEN DOVER DOWNS GAMING & ENTERTAINMENT, INC. ANDDover Downs Gaming & Entertainment Inc • November 3rd, 2008 • Services-amusement & recreation services
WHEREAS, Dover Downs Gaming & Entertainment, Inc. (the “Company”) has heretofore entered into certain Non-Compete or Employment and Non-Compete Agreements with the following executives and directors (each, an “Individual”): Henry B. Tippie dated as of June 16, 2004; Denis McGlynn dated as of February 13, 2006; Timothy R. Horne dated as of February 13, 2006; Klaus M. Belohoubek dated as of February 13, 2006; and Edward J. Sutor dated as of February 13, 2006, providing for payment of a Change in Control Fee on the date of a Change in Control and certain other benefits, and for executives only, the provision of certain payments and benefits during a specified “Extension Period” following a Change in Control, including in the event the executive’s employment is terminated during the Extension Period (each, an “Agreement”); and
AMENDMENT TO CERTAIN AGREEMENTS BETWEEN DOVER DOWNS GAMING & ENTERTAINMENT, INC. AND CERTAIN EXECUTIVESDover Downs Gaming & Entertainment Inc • June 17th, 2011 • Services-amusement & recreation services
WHEREAS, Dover Downs Gaming & Entertainment, Inc. (the “Company”) has heretofore entered into certain Non-Compete or Employment and Non-Compete Agreements with the following executives (each, an “Individual”): Denis McGlynn dated as of February 13, 2006; Timothy R. Horne dated as of February 13, 2006; Klaus M. Belohoubek dated as of February 13, 2006; and Edward J. Sutor dated as of February 13, 2006, providing for certain payments following a Change in Control (each, an “Agreement”); and
LOAN MODIFICATION AND REAFFIRMATION AGREEMENTLoan Modification • March 15th, 2013 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS LOAN MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 12th day of March, 2013, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), and RBS CITIZENS, NATIONAL ASSOCIATION, as agent (“Agent”), and as lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION (“PNC”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
MODIFICATION AND REAFFIRMATION AGREEMENTModification and Reaffirmation Agreement • June 13th, 2014 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 12th day of June, 2014, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 25th, 2010 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 19th day of February, 2010, 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”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 16th, 2005 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
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”).
OPERATING AGREEMENT OFOperating Agreement • March 28th, 2019 • Dover Downs Gaming & Entertainment Inc • Hotels & motels • Delaware
This Limited Liability Company Agreement (the “Agreement”) of DD Acquisition LLC (the “Company”), is made effective as of September 25, 2018 (the “Effective Date”) by Twin River Management Group, Inc., a Delaware corporation, as the sole member (the “Sole Member”).
SECOND AMENDED AND RESTATED STOCKHOLDERS VOTING AGREEMENT AND IRREVOCABLE PROXYStockholders Voting Agreement • December 19th, 2005 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
This Second Amended and Restated Stockholders Voting Agreement and Irrevocable Proxy (the "Agreement") amends and restates that certain Agreement made the 8th day of June 2005 (the "Amended and Restated Agreement") by and between R. Randall Rollins ("Rollins") and Henry B. Tippie ("Tippie") (Rollins and Tippie being collectively referred to as the "Stockholders").
MODIFICATION AND REAFFIRMATION AGREEMENTModification and Reaffirmation Agreement • September 14th, 2018 • Dover Downs Gaming & Entertainment Inc • Services-amusement & recreation services • Delaware
THIS MODIFICATION AND REAFFIRMATION AGREEMENT (this “Agreement”) is dated as of the 13th day of September, 2018, by and among DOVER DOWNS GAMING AND ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), DOVER DOWNS, INC., a Delaware corporation (“Dover Downs”), and DOVER DOWNS GAMING AND MANAGEMENT CORP., a Delaware corporation (jointly and severally with Dover Downs, the “Guarantors”), and CITIZENS BANK, NATIONAL ASSOCIATION (formerly known as RBS Citizens, National Association), as agent (“Agent”), lead arranger, cash management bank and lender (“Citizens”), PNC BANK, NATIONAL ASSOCIATION, as lender (“PNC”), and WILMINGTON SAVINGS FUND SOCIETY, FSB, as lender (“WSFS” and collectively with Citizens and PNC, the “Lenders”).
