Amendment No. 10 to the Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 10 
 This AMENDMENT NO. 10 (“AMENDMENT”) is made as of June 30,
2009, by and among DOVER MOTORSPORTS, INC., a Delaware corporation, DOVER INTERNATIONAL SPEEDWAY, INC., a Delaware corporation, GATEWAY INTERNATIONAL MOTORSPORTS CORPORATION, an Illinois corporation, MEMPHIS INTERNATIONAL MOTORSPORTS CORPORATION, a
Tennessee corporation, and NASHVILLE SPEEDWAY USA, INC., a Tennessee corporation (collectively, “BORROWERS”); PNC BANK, NATIONAL ASSOCIATION, as agent (“AGENT”); PNC BANK, NATIONAL ASSOCIATION, in its capacity as issuer of
letters of credit (“ISSUING BANK”); and WILMINGTON TRUST COMPANY, PNC BANK, NATIONAL ASSOCIATION, and WILMINGTON SAVINGS FUND SOCIETY, FSB (collectively, “LENDERS”). 
 RECITALS 
 The BORROWERS, the AGENT, the ISSUING BANK and the LENDERS are
parties to that certain Credit Agreement executed February 17, 2004 and effective as of February 19, 2004, as previously amended (“CREDIT AGREEMENT”), pursuant to which the LENDERS and the ISSUING BANK are providing to the
BORROWERS certain credit facilities (“CREDIT FACILITIES”). 
 The BORROWERS’ repayment obligations in connection with the
CREDIT FACILITIES are evidenced by: (a) the Second Amended and Restated Revolving Loan Promissory Note in the stated principal amount of Forty-Four Million Three Hundred Twenty-One Thousand Four Hundred Twenty-Four Dollars ($44,321,424.00) from
the BORROWERS to the order of Mercantile-Safe Deposit and Trust Company effective as of April 30, 2007 (“PNC NOTE”); (b) the Amended and Restated Revolving Loan Promissory Note in the stated principal amount of Seventeen Million
One Hundred Forty-Two Thousand Eight Hundred Fifty-Six Dollars ($17,142,856.00) from the BORROWERS to the order of Wilmington Trust Company effective as of February 19, 2004 (“WILMINGTON TRUST NOTE”); and (c) the Amended and
Restated Revolving Loan Promissory Note in the stated principal amount of Fourteen Million Two Hundred Eighty-Five Thousand Seven Hundred Twenty Dollars ($14,285,720.00) from the BORROWERS to Wilmington Savings Fund Society, FSB effective as of
August 5, 2005 (“WILMINGTON SAVINGS NOTE”). 
 As used herein the term “LOAN DOCUMENTS” means collectively the
CREDIT AGREEMENT, the PNC NOTE, the WILMINGTON TRUST NOTE, the WILMINGTON SAVINGS NOTE and all other documents evidencing the obligations in connection with the CREDIT FACILITIES. 
 The BORROWERS, the AGENT, the LENDER and the ISSUING BANK have agreed to modify certain financial covenants contained in the CREDIT AGREEMENT and are
entering into this AMENDMENT in order to accomplish such modifications. 
 NOW, THEREFORE, in consideration of the premises, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 
 Section 1.
Recitals. The parties acknowledge the accuracy of the above recitals and hereby incorporate the recitals into this AMENDMENT. 
 Section 2. Amendment to Credit Agreement. Effective as of the date of this AMENDMENT, the CREDIT AGREEMENT is hereby amended as follows: 
 a. Amended Definition. The definition of “CONSOLIDATED DEBT SERVICE” contained in Article 1 of the CREDIT AGREEMENT is hereby amended by deleting its present language in its entirety and substituting
in lieu thereof the following: 
 Consolidated Debt Service. The term “CONSOLIDATED DEBT SERVICE” means for any period of
four (4) consecutive fiscal quarters, the amount of cash interest expense and payments of principal (excluding (a) payments of principal made on any LOANS or on account of principal under any other revolving credit facilities, and
(b) payments of principal and interest required to be made to Southwestern Illinois Development 







 
Authority in connection with the credit facility described in the Loan Agreement dated May 1, 1996 between Gateway International Motorsports Corporation
and Southwestern Illinois Development Authority) required to be paid by the BORROWERS during such period, all determined on a consolidated basis in accordance with G.A.A.P. 
 b. Section 5.18. Section 5.18 of the CREDIT AGREEMENT is hereby amended by deleting its present language in its entirety
and substituting in lieu thereof the following: 
 Section 5.18. Tangible Net Worth. The BORROWERS shall
maintain a CONSOLIDATED TANGIBLE NET WORTH of not less than Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000.00); provided, however, the amount of CONSOLIDATED TANGIBLE NET WORTH required to be maintained pursuant to this Section shall
increase as of December 31st of each year by an amount equal to twenty-five
percent (25%) of the aggregate positive CONSOLIDATED NET INCOME of the BORROWERS for the FISCAL YEAR ending on such December 31st, as evidenced by the BORROWERS’ audited financial statements for such FISCAL YEAR which are delivered to the AGENT pursuant to
Section 5.12.2 hereof. There shall be no decrease in the amount of the required
CONSOLIDATED TANGIBLE NET WORTH for any negative CONSOLIDATED NET INCOME of the BORROWERS. 
 Section 3. Other Terms. Except as
specifically modified herein, all other terms and provisions of the CREDIT AGREEMENT and all other documents evidencing or otherwise documenting the terms and provisions of the credit facilities being provided by the LENDERS and the ISSUING BANK to
the BORROWERS remain in full force and effect and are hereby ratified and confirmed. 
 Section 4. Choice of Law. The laws of the
State of Maryland (excluding, however, conflict of law principals) shall govern and be applied to determine all issues relating to this AMENDMENT and the rights and obligations of the parties hereto, including the validity, construction,
interpretation and enforceability of this AMENDMENT. 
 Section 5. Delivery by Telecopier. This AMENDMENT may be delivered by
telecopier and a facsimile of any party’s signature hereto shall constitute an original signature for all purposes. 
 Section 6.
Counterparts. This AMENDMENT may be executed in counterparts each of which shall be binding upon the signatories but all of which shall constitute one and the same agreement. 
 IN WITNESS WHEREOF, the parties have executed this AMENDMENT with the specific intention of creating a document under seal. 
  

			
	BORROWERS:
	
	 DOVER MOTORSPORTS, INC.,
 A Delaware Corporation

		
	By:	 	/s/    Thomas G. Wintermantel             (SEAL)
		 	 Name:         Thomas G. Wintermantel
 Title:           Treasurer & Asst. Secretary



  

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	 DOVER INTERNATIONAL SPEEDWAY, INC.,
 A Delaware Corporation

		
	By:	 	/s/    Thomas G. Wintermantel            (SEAL)
		 	 Name:         Thomas G. Wintermantel
 Title:           Treasurer & Asst. Secretary



  

			
	 GATEWAY INTERNATIONAL
 MOTORSPORTS
CORPORATION,
 An Illinois Corporation

		
	By:	 	/s/    Thomas G. Wintermantel            (SEAL)
		 	 Name:         Thomas G. Wintermantel
 Title:           Treasurer & Asst. Secretary



  

			
	 MEMPHIS INTERNATIONAL MOTORSPORTS
 CORPORATION, A Tennessee Corporation

		
	By:	 	/s/    Thomas G. Wintermantel            (SEAL)
		 	 Name:         Thomas G. Wintermantel
 Title:           Treasurer & Asst. Secretary



  

			
	 NASHVILLE SPEEDWAY USA, INC.,
 A Tennessee Corporation

		
	By:	 	/s/    Thomas G. Wintermantel            (SEAL)
		 	 Name:         Thomas G. Wintermantel
 Title:           Treasurer & Asst. Secretary



  

			
	AGENT:
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/    C. Douglas Sawyer                    (SEAL)
		 	 Name:         C. Douglas Sawyer
 Title:           Sr. Vice President



  

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	LENDERS:
	
	WILMINGTON TRUST COMPANY
		
	By:	 	/s/    Michael B. Gast                  (SEAL)
		 	 Name:         Michael B. Gast
 Title:           Vice President



  

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/    C. Douglas Sawyer              (SEAL)
		 	 Name:         C. Douglas Sawyer
 Title:           Sr. Vice President



  

			
	WILMINGTON SAVINGS FUND SOCIETY, FSB
		
	By:	 	/s/    M. Scott Baylis                    (SEAL)
		 	 Name:         M. Scott Baylis
 Title:           Sr. Vice President



  

			
	ISSUING BANK:
	
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/    C. Douglas Sawyer                (SEAL)
		 	 Name:         C. Douglas Sawyer
 Title:           Sr. Vice President



  

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