AMENDMENT NO. 2

Exhibit 10.8

AMENDMENT NO. 2

This AMENDMENT NO. 2 (“AMENDMENT”) is made as of July 28, 2004 by and among DOVER MOTORSPORTS, INC., a Delaware corporation, DOVER INTERNATIONAL SPEEDWAY, INC., a Delaware corporation, GATEWAY INTERNATIONAL MOTORSPORTS CORPORATION, an Illinois corporation, GATEWAY INTERNATIONAL SERVICES CORPORATION, an Illinois corporation, MEMPHIS INTERNATIONAL MOTORSPORTS CORPORATION, a Tennessee corporation, M&N SERVICES CORP., a Tennessee corporation, NASHVILLE SPEEDWAY USA, INC., a Tennessee corporation and GRAND PRIX ASSOCIATION OF LONG BEACH, INC., a California corporation (collectively, “BORROWERS”); MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland banking corporation as agent (“AGENT”); MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, a Maryland banking corporation in its capacity as issuer of letters of credit (“ISSUING BANK”); and WILMINGTON TRUST COMPANY, MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY, DELAWARE STERLING BANK, a division of Bank of Lancaster County, NA, WILMINGTON SAVINGS FUND SOCIETY, FSB and PNC BANK, DELAWARE (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.

The parties hereto have agreed to amend a certain provision of the CREDIT AGREEMENT and are entering into this AMENDMENT in order to accomplish such 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 6.5 of the CREDIT AGREEMENT is hereby amended by deleting its present language in its entirety and substituting in lieu thereof the following:

Section 6.5. Restricted Payments. None of the BORROWERS shall make any RESTRICTED PAYMENTS except: (a) any BORROWER which is a wholly-owned subsidiary of another BORROWER may pay dividends or other distributions to the BORROWER which is its parent; (b) so long as no DEFAULT or EVENT

OF DEFAULT exists or be caused thereby, DOVER MOTORSPORTS, INC. may declare and pay dividends on its CAPITAL STOCK in the ordinary course of business consistent with past practices; (c) so long as no DEFAULT or EVENT OF DEFAULT exists or is caused thereby, payments to retire or obtain the surrender of outstanding stock options in a BORROWER issued to employees in connection with employee incentive plans, provided that the aggregate amount of all such payments in any FISCAL YEAR does not exceed Five Hundred Thousand Dollars ($500,000.00); and (d) so long as no DEFAULT or EVENT OF DEFAULT exists or is caused thereby, payments to redeem or repurchase shares of stock in one or more BORROWERS provided that the aggregate number of shares repurchased or redeemed does not exceed two million (2,000,000) shares.

Section 3. Other Terms. Except as specifically modified herein, all other terms and provisions of the CREDIT AGREEMENT and all other documents evidencing, securing 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/ Xxxxxx X. Xxxxxxxxxxxx		(SEAL)
		Name: Xxxxxx X. Xxxxxxxxxxxx
		Title: Treasurer

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DOVER INTERNATIONAL SPEEDWAY,
INC., A Delaware Corporation
By:		/s/ Xxxxxx X. Xxxxxxxxxxxx		(SEAL)
		Name: Xxxxxx X. Xxxxxxxxxxxx
		Title: Treasurer
GATEWAY INTERNATIONAL
MOTORSPORTS CORPORATION, An Illinois
Corporation
By:		/s/ Xxxxxxx X. Xxxxxx		(SEAL)
		Name: Xxxxxxx X. Xxxxxx
		Title: Sr. VP of Finance and CFO
GATEWAY INTERNATIONAL SERVICES
CORPORATION, An Illinois Corporation
By:		/s/ Xxxx Xxxxx		(SEAL)
		Name: Xxxx Xxxxx
		Title: Secretary
MEMPHIS INTERNATIONAL
MOTORSPORTS CORPORATION, A
Tennessee Corporation
By:		/s/ Xxxxxxx X. Xxxxxx		(SEAL)
		Name: Xxxxxxx X. Xxxxxx
		Title: Sr. VP of Finance and CFO

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M&N SERVICES CORP.,
A Tennessee Corporation
By:		/s/ Xxxx Xxxxx		(SEAL)
		Name: Xxxx Xxxxx
		Title: Secretary
NASHVILLE SPEEDWAY USA, INC.,
A Tennessee Corporation
By:		/s/ Xxxxxxx X. Xxxxxx		(SEAL)
		Name: Xxxxxxx X. Xxxxxx
		Title: Sr. VP of Finance and CFO
GRAND PRIX ASSOCIATION OF LONG
BEACH, INC., A California Corporation
By:		/s/ Xxxxxxx X. Xxxxxx		(SEAL)
		Name: Xxxxxxx X. Xxxxxx
		Title: Sr. VP of Finance and CFO
AGENT:
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY, A Maryland Banking Corporation
By:		/s/ C. Xxxxxxx Xxxxxx, III		(SEAL)
		Name: C. Xxxxxxx Xxxxxx, III
		Title: Vice President

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LENDERS:
WILMINGTON TRUST COMPANY
By:		/s/ Xxxxxxx X. Xxxx		(SEAL)
		Name: Xxxxxxx X. Xxxx
		Title: Vice President
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY
By:		/s/ C. Xxxxxxx Xxxxxx, III		(SEAL)
		Name: C. Xxxxxxx Xxxxxx, III
		Title: Vice President
DELAWARE STERLING BANK, A Division of
Bank of Lancaster County, NA
By:		/s/ Xxxxx Xxxx Xxxxxx		(SEAL)
		Name: Xxxxx Xxxx Xxxxxx
		Title: Senior Vice President
WILMINGTON SAVINGS FUND SOCIETY, FSB
By:		/s/ M. Xxxxx Xxxxxx		(SEAL)
		Name: M. Xxxxx Xxxxxx
		Title: Vice President

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PNC BANK, DELAWARE
By:		/s/ Xxxxxx X. Xxxxx		(SEAL)
		Name: Xxxxxx X. Xxxxx
		Title: Senior Vice President
ISSUING BANK:
MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY
By:		/s/ C. Xxxxxxx Xxxxxx, III		(SEAL)
		Name: C. Xxxxxxx Xxxxxx, III
		Title: Vice President

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