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 27 th 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
