Daniel E. O’Leary President UG Entertainment, LLC Suite 50 Atlanta, GA 30303 Dear Dan:Dover Downs Gaming & Entertainment Inc • January 14th, 2009 • Services-amusement & recreation services • Georgia
UG Entertainment, LLC, a Georgia limited liability company (“Owner”) is currently in discussions with the Georgia Lottery Corporation (“GLC”) relating to a license arrangement (the “VLT License”) from GLC to Owner for the operation by Owner of a Video Lottery Facility at Underground Atlanta, the State of Georgia’s only special entertainment district (the “Georgia Project”). Owner and Dover Downs Gaming Management Corp., a Delaware corporation and wholly-owned subsidiary of Dover Downs Gaming & Entertainment, Inc., a Delaware corporation (“Operator”) have discussed entering into a management agreement (the “Management Agreement”) whereby Owner would retain Operator to act as its exclusive agent to manage the VLT Facility (as defined below). This letter of intent (the “Letter of Intent”) sets forth certain material, terms, conditions and understandings, both binding and non-binding, relative to negotiating the Management Agreement.
