8-K

United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2008

Dover Motorsports, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 1-11929

Delaware	51-0357525
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1131 N. DuPont Highway Dover, Delaware	19901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (302) 883-6500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of May 21, 2008, we amended our Credit Agreement with PNC Bank, National Association in order to allow us to obtain up to $4 million in short-term borrowings from PNC Bank. We are in compliance with the terms of the Credit Agreement and no other revisions to the agreement were made. Our agreements with NASCAR to promote racing events provide that we pay the sanction fee associated with an event approximately 10 days prior to the event, but we are paid a majority of the broadcast television rights approximately 30 days after the event. The purpose of the amendment was to provide us short-term liquidity between the payment of our sanction fees and receipt of our broadcast television rights revenue.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Amendment No. 9 to the Credit Agreement between Dover Motorsports, Inc., Dover International Speedway, Inc., Gateway International Motorsports Corporation, Memphis International Motorsports Corporation, and Nashville Speedway, USA, Inc. and PNC Bank, National Association, as agent, dated as of May 21, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dover Motorsports, Inc.

/s/ Denis McGlynn

Denis McGlynn

President and Chief Executive Officer

Dated: May 22, 2008

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 9 to the Credit Agreement between Dover Motorsports, Inc., Dover International Speedway, Inc., Gateway International Motorsports Corporation, Memphis International Motorsports Corporation, and Nashville Speedway, USA, Inc. and PNC Bank, National Association, as agent, dated as of May 21, 2008.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 9

This AMENDMENT NO. 9 (“AMENDMENT”) is made as of May 21, 2008, 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 (“MERCANTILE 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 MERCANTILE NOTE, the WILMINGTON TRUST NOTE, the WILMINGTON SAVINGS NOTE and all other documents evidencing the obligations in connection with the CREDIT FACILITIES.

The BORROWERS have requested that the AGENT, the LENDER and the ISSUING BANK agree to permit the BORROWERS to incur short term unsecured indebtedness.

The AGENT, the LENDERS and the ISSUING BANK are willing to consent to the request of the BORROWERS subject to the terms and provisions of this AMENDMENT.

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. Section 6.4 of the CREDIT AGREEMENT is hereby amended by deleting its present language in its entirety and substituting in lieu thereof the following:

Section 6.4. No Indebtedness. None of the BORROWERS shall incur, create, assume, or permit to exist any INDEBTEDNESS except: (a) the OBLIGATIONS; (b) INDEBTEDNESS secured by PERMITTED LIENS; and (c) unsecured INDEBTEDNESS owed to PNC Bank, National Association under short-term loans in the maximum aggregate principal amount outstanding at any one time of Four Million

Dollars ($4,000,000.00), provided that any such loan shall not remain outstanding for a period of more than ninety (90) calendar days.

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

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

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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:   Senior Vice President

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:   Senior Vice President

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

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

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