SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.14

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 19^th 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”).

WHEREAS, the Borrower, the Banks 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 (as amended, the “Agreement”), pursuant to which the Banks 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 to amend the Agreement 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 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 30, 2006, 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.

2.2.          Section 2.10(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Each reduction in the Total Commitment hereunder, other than the scheduled reductions of $5,000,000 as of December 31, 2002, $10,000,000 as of December 31, 2003, and $5,000,000 as of February 19, 2004, shall be made ratably among the Banks in accordance with their respective Commitment Percentages.  The Borrower shall pay to the Agent for the account of the Banks, on

the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to the date of such termination or reduction.  In connection with any reduction of the Total Commitment, the Borrower shall make any prepayment required under Section 2.11(b).

2.3.          Schedule I of the Agreement is hereby amended and restated in its entirety to read as set forth in Schedule I attached hereto.

SECTION 3.  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 4.  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 5.  Agreement in Effect.  Except as hereby amended, the Agreement shall remain in full force and effect.

SECTION 6.  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]

2

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/Xxxxx XxXxxxx
		Name: Xxxxx XxXxxxx
		Title: President
	WILMINGTON TRUST COMPANY, as Agent and as a Bank
	By:	/s/Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Vice President
	PNC BANK, DELAWARE, as a Bank
	By:	/s/Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Vice President

3

SCHEDULE I

BANK AND COMMITMENT INFORMATION

Bank and Address		Commitment		Swing Line Commitment
Wilmington Trust Company 000 Xxxxx Xxxxx Xxxxxx Xxxxx, XX 00000 Attn:  Commercial Banking Department		$45,000,000 through December 31, 2003, then $35,000,000 through February 19, 2004, and $30,000,000 thereafter		$	5,000,000
PNC Bank Delaware 000 Xxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxxxx X. Xxxxxxxxxx		$15,000,000 through December 31, 2002, then $10,000,000 thereafter
Total:		$60,000,000 through December 31, 2002, then $55,000,000 through December 31, 2003, then $45,000,000 through February 19, 2004, and $40,000,000 thereafter