Exhibit 10.16


 


EIGHTH AMENDMENT
TO AMENDED AND RESTATED

CREDIT AGREEMENT


 


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”).


 


WHEREAS, the Borrower, the Banks and the Agent are
parties 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 Restated
Credit Agreement, dated as of February 19, 2004, the Third Amendment to
Amended and Restated Credit Agreement, dated as of November 5, 2004, the
Fourth Amendment to Amended and Restated Credit Agreement, dated as of December 14,
2005, the Fifth Amendment to Amended and Restated Credit Agreement, dated as of
April 18, 2006, the Sixth Amendment to Amended and Restated Credit Agreement,
dated as of March 30, 2007, and the Seventh Amendment to Amended and
Restated Credit Agreement, dated as of January 15, 2009 (as so 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 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 “Eurodollar Rate” set forth in Section 1.1
of the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“Eurodollar
Rate”:  with respect to any
Eurodollar Loan for any Interest Period, the interest rate per annum determined
by the Agent by dividing (i) the rate of interest determined by the Agent
in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for U.S. Dollars quoted by the British Bankers’ Association as
set forth on Dow Jones Markets Service (formerly known as Telerate) (or
appropriate successor or, if British Bankers’ Association or its successor
ceases to provide such quotes, a comparable replacement 


 

















 


determined by the Agent) display page 3750 (or such other display page on
the 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 an
amount comparable to the principal amount of such Eurodollar Loan and having a
borrowing date and a maturity comparable to such Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by
the following formula:


 


Average of London interbank offered rates quoted by BBA as shown

Eurodollar Rate =     on Dow Jones
Markets Service display page 3750 or appropriate successor


1.00 - Euro-Rate Reserve Percentage


 


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


 


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


 


SECTION 3.  Representations and
Warranties.  The
Borrower hereby represents and warrants to the Agent and the Banks as follows:


 


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


 


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


 


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


 


SECTION 4.  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 5.  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 6.  Agreement in Effect.  Except as hereby amended, the Agreement shall
remain in full force and effect.


 


SECTION 7.  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.


 


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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/
  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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