**Exhibit 10.16**

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**EIGHTH AMENDMENTTO AMENDED AND RESTATEDCREDIT AGREEMENT**

 

This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (this “Amendment”) is made and entered into as of the 27th day of February, 2009, by and among DoverDowns Gaming & Entertainment, Inc. (the “Borrower”), WilmingtonTrust Company, a Delaware banking corporation, its successors and assigns (“WTC”),PNC Bank, National Association (as successor by merger to Mercantile-SafeDeposit & Trust Company), a national banking association, itssuccessors and assigns (“PNC”****and togetherwith WTC, the “Banks”), and WTC, as agent (the “Agent”).

 

WHEREAS, the Borrower, the Banks and the Agent areparties to 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 RestatedCredit Agreement, dated as of February 19, 2004, the Third Amendment toAmended and Restated Credit Agreement, dated as of November 5, 2004, theFourth Amendment to Amended and Restated Credit Agreement, dated as of December 14,2005, the Fifth Amendment to Amended and Restated Credit Agreement, dated as ofApril 18, 2006, the Sixth Amendment to Amended and Restated Credit Agreement,dated as of March 30, 2007, and the Seventh Amendment to Amended andRestated Credit Agreement, dated as of January 15, 2009 (as so amended,the “Agreement”), pursuant to which the Banks agreed to make available certaincredit facilities to the Borrower; and

 

WHEREAS, the Borrower, the Banks and the Agentdesire 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 tobe legally bound hereby, the parties hereto hereby agree as follows:

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# SECTION 1.  Defined Terms.  Capitalized terms used herein and nototherwise defined are used as defined in the Agreement.

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# SECTION 2.  Amendments.

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## 2.1.          The definition of “Eurodollar Rate” set forth in Section 1.1of the Agreement is hereby amended and restated in its entirety to read asfollows:

 

“EurodollarRate”:  with respect to anyEurodollar Loan for any Interest Period, the interest rate per annum determinedby the Agent by dividing (i) the rate of interest determined by the Agentin accordance with its usual procedures (which determination shall beconclusive absent manifest error) to be the average of the London interbankoffered rates for U.S. Dollars quoted by the British Bankers’ Association asset forth on Dow Jones Markets Service (formerly known as Telerate) (orappropriate successor or, if British Bankers’ Association or its successorceases to provide such quotes, a comparable replacement 

 

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determined by the Agent) display page 3750 (or such other display page onthe Dow Jones Markets Service system as may replace display page 3750) two(2) Business Days prior to the first day of such Interest Period for anamount comparable to the principal amount of such Eurodollar Loan and having aborrowing date and a maturity comparable to such Interest Period by (ii) anumber equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed bythe following formula:

 

Average of London interbank offered rates quoted by BBA as shownEurodollar Rate =     on Dow JonesMarkets Service display page 3750 or appropriate successor

1.00 - Euro-Rate Reserve Percentage

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## 2.2.          The definition of “Business Day” set forth in Section 1.1of the Agreement is hereby amended and restated in its entirety to read asfollows:

 

“BusinessDay”:  a day other than a Saturday,Sunday or other day on which commercial banks in Wilmington, Delaware areauthorized or required by law to close.

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# SECTION 3.  Representations andWarranties.  TheBorrower hereby represents and warrants to the Agent and the Banks as follows:

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### (a)           Each of the representations and warranties of the Borrowerin the Agreement is true and correct in all material respects on and as if madeas of the date hereof after giving effect to this Amendment.

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### (b)           As of the date hereof, and after giving effect to thisAmendment, no Default or Event of Default exists.

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### (c)           No consent, approval or authorization of, or registrationwith any Person is required in connection with the execution, delivery orperformance by the Borrower of this Amendment.

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# SECTION 4.  Binding Effect.  This Amendment shall be binding upon, andshall inure to the benefit of, the parties hereto and their respectivesuccessors and assigns.

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# SECTION 5.  Execution in Counterparts.  This Amendment may be executed in any numberof counterparts, all of which taken together shall constitute one and the sameinstrument, and any of the parties hereto may execute this Amendment by signingany such counterpart.

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# SECTION 6.  Agreement in Effect.  Except as hereby amended, the Agreement shallremain in full force and effect.

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# SECTION 7.  Governing Law.  This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of Delaware without regardto its principles of conflict of laws, all rights and remedies being governedby Delaware’s substantive laws.

 

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IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Amendment as of the date first above written.

** **
|       | **DOVER  DOWNS GAMING & ENTERTAINMENT, INC.**  |
|------------|---------------------------------------------------------|
|       | ** **                                              |
|       | ** **                                              |
|       | By:                                                     | /s/  Timothy R. Horne |
|       |                                                    | Name: Timothy  R. Horne |
|       |                                                    | Title:   Sr.  Vice President-Finance |
|       |                                                    |
| ** ** | ** **                                              |
|       | **WILMINGTON****TRUST COMPANY**, as Agent and as a Bank |
|       |                                                    |
|       |                                                    |
|       | By:                                                     | /s/  Michael B. Gast |
|       |                                                    | Name: Michael  B. Gast |
|       |                                                    | Title:   Vice  President |
| ** ** | ** **                                              |
| ** ** | ** **                                              |
|       | **PNC  BANK, NATIONAL ASSOCIATION**, as a Bank          |
|       |                                                    |
|       |                                                    |
|       | By:                                                     | /s/  C. Douglas Sawyer |
|       |                                                    | Name: C.  Douglas Sawyer |
|       |                                                    | Title:   Sr.  Vice President |

 

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