EXHIBIT
10.1


 


FOURTEENTH
AMENDING AGREEMENT


 


THIS AGREEMENT is
made as of May 23, 2008,


 


BETWEEN:


 


MAGNA ENTERTAINMENT CORP.


 


as Borrower (the “Borrower”)


 


- and -


 


THE GUARANTORS SET FORTH

ON THE SIGNATURE PAGES HEREOF


 


as Guarantors (collectively, the “Guarantors”)


 


- and -


 


BANK OF MONTREAL, ACTING THROUGH ITS

CHICAGO LENDING OFFICE


 


as Lender (the “Lender”)


 


- and -


 


BANK OF MONTREAL, ACTING THROUGH ITS

CHICAGO LENDING OFFICE


 


as Agent (the “Agent”)


 


RECITALS:


 


A.            The
Lender has made a certain credit facility available to the Borrower in
accordance with the terms and conditions set out in an amended and restated
credit agreement (the “Loan Agreement”) dated as of July 22, 2005, between
the Borrower, the Guarantors, the Lender, the Agent and BMO Nesbitt Burns Inc.,
a Division of Bank of Montreal, as arranger, and as amended from time to time.


 


B.            The
Borrower, the Lender and the Agent have agreed to further amend the Loan
Agreement by extending the Maturity Date on the terms and conditions set out
herein.


 


C.            The
Guarantors have agreed to confirm the guarantees and security granted by them
in connection with the Loan Agreement.


 

















 


D.            Article 7
of the Loan Agreement sets out certain affirmative and negative obligations
which the Borrower has covenanted to be bound by and has agreed to follow
unless the Agent, on behalf of the Lender, waives in writing.


 


NOW THEREFORE in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged) the parties agree as follows:


 


1.                                                                                      Interpretation


 


Capitalized terms not defined in this Fourteenth Amending Agreement
have the meaning given to such terms in the Loan Agreement.


 


2.                                                                                      Loan
Agreement Amendment


 


The parties hereto agree to amend the Loan Agreement by:


 


a)     deleting the reference to “May 23rd, 2008” in Section 1.1.120
and replacing it with “the earlier of (i) July 30, 2008 or (ii) fourteen
(14) days prior to the maturity date in respect of the US$110,000,000 credit
agreement(the “Bridge Loan Facility Agreement”) dated
as of September 12, 2007 amongst the Borrower, as borrower, MID Islandi
SF, as lender and certain other parties listed therein, as such agreement has
been amended on the date hereof and as may be amended from time to time “ such
that such earlier date will be the “Termination
Date” for the purposes of the Loan Agreement;


 


b)    adding a new covenant to Section 7.1
(Positive Covenants) as follows:


 


7.1.20  Austrian Assets.  The
Borrower shall take commercially reasonable steps to cause the sale of the
following assets located in Austria and owned directly or indirectly by the
Borrower,  Fontana Housing, Magna Racino, and Austrian
Golf Course (collectively, the “Austrian Assets”),
each as more particularly described in Schedule 7.1.20”;


 


c)   adding
a new Schedule 7.1.20 (Austrian Assets) as per Annex A;


 


d)   adding
a new section 2.3.4 (Repayment under Credit Facility) as follows:


 


“Notwithstanding the foregoing, section 2.3.2 and
2.3.3 shall not apply to the Austrian Assets and all of the net cash proceeds
from the direct or indirect sale of any of the Austrian Assets including,
without limitation, the shares of the Subsidiaries that own the relevant
Austrian Asset, and including any cash received in respect of non-cash proceeds
(including any cash payments received by way of deferred payment of principal
pursuant to a note or instalment receivable or purchase price adjustment
receivable or otherwise, but excluding any interest payments) but only as and
when received, in each 


 


2

















 


case after giving effect to agents’ commissions and
sale related expenses (including, without limitation, agents’ fees and
expenses)  shall be paid to the Agent for
the account of the Lenders for application against  the Obligations outstanding under the Credit
Facility. Any prepayment made hereunder shall permanently reduce the Lender’s
Commitment and the Aggregate Commitment.”


 


4.                                                                                      Conditions
Precedent to Loan Agreement Amendments


 


The obligation of the Lender to agree to the amendment
herein, and to make available any further advances, is subject to fulfillment
of the following conditions precedent on the date hereof:


 


(a)   the Lender shall be satisfied, in its sole
discretion, with the First Amending Agreement dated the date hereof in respect
of the Bridge Loan Facility Agreement;


 


(b)   the Lender shall be satisfied in its sole
discretion, with the Third Amending Agreement dated the date hereof in respect
of the Remington Park project financing facility and the Second Amending
Agreement in respect of Gulfstream Park project financing facility;


 


(c)   MID
Islandi SF and the Borrower shall enter into an amendment of
the inter-creditor agreement amongst such parties, MI Developments Inc.
and the Lender which amends the prepayment provisions relating to the Austrian
Assets as reflected by the terms herein, and such amendment shall be on terms
and conditions satisfactory to the Lender;


 


(d)   the
representations and warranties of the Borrower set out in section 6.1 of the
Loan Agreement are true and correct on the date hereof provided if any such
representation and warranty is specifically given as of any particular date or
particular period of time, then such representation and warranty shall continue
to be given as at such date or such period of time;


 


(e)   no
Default or Event of Default has occurred or is continuing or would arise
immediately after giving effect to or as a result of the amendment herein;


 


(f)    no
Material Adverse Change since December 31st, 2007 shall have occurred;


 


(g)   payment
in full of all reasonable invoiced fees, including for greater certainty, an
upfront fee of US$607,685.00 and all reimbursable out-of-pocket expenses
payable by the Borrower on or prior to the date hereof including payment of all
reasonable fees, disbursements and out-of-pocket expenses of counsel to the
Agent and the Lenders; and


 


(h)   such
other documentation or information as the Lender shall have reasonably
requested.


 


3

















 


5.                                                                                      Loan
Agreement


 


Save as expressly amended by this Fourteenth Amending Agreement, all
other terms and conditions of the Loan Agreement and each of the Loan Documents
remain in full force and effect, unamended, and this Fourteenth Amending Agreement
constitutes a Loan Document for the purposes of the Loan Agreement.


 


6.                                                                                      Confirmation
of Guarantee and Security


 


Each of the Guarantors acknowledges and confirms that (i) the
guarantee granted by it pursuant to Article 10 of the Loan Agreement constitutes
a continuing guarantee of, among other things, all present and future
obligations of the Borrower to the Lender under the Loan Agreement and shall
remain in full force and effect; and  (ii) each
of the other Loan Documents executed by it shall remain in full force and
effect.  In addition, (i) MEC Land
Holdings (California) Inc. acknowledges and confirms that the Golden Gate
Mortgage constitutes continuing security for the obligations secured thereby
and shall remain in full force and effect, and (ii) The Santa Anita
Companies, Inc. acknowledges and confirms that the Santa Anita Mortgage
constitutes continuing security for the obligations secured thereby and shall
remain in full force and effect.


 


7.                                                                                      Counterparts


 


This Fourteenth Amending Agreement may be signed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.


 


IN WITNESS WHEREOF this
Fourteenth Amending Agreement has been executed by the parties hereto as of the
date first written above.


 


[signature page to
follow]


 


4

















 


	
   

  	
  MAGNA ENTERTAINMENT CORP., as 

  Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Blake S. Tohana

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William G. Ford

  
	
   

  	
   

  	
  Name: William G. Ford

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PACIFIC RACING ASSOCIATION, as 

  Guarantor, but only with respect to Article 10
  of 

  the Loan Agreement and all other provisions 

  related thereto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Blake S. Tohana

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William G. Ford

  
	
   

  	
   

  	
  Name: William G. Ford

  
	
   

  	
   

  	
  Title: Secretary

  



 


5

















 


	
   

  	
  MEC LAND HOLDINGS (CALIFORNIA) 

  INC., as Guarantor, but only with respect to 

  Article 10 of the Loan Agreement and all other 

  provisions related thereto

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Blake S. Tohana

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William G. Ford

  
	
   

  	
   

  	
  Name: William G. Ford

  
	
   

  	
   

  	
  Title: Secretary

  



 


6

















 


	
   

  	
  THE SANTA ANITA COMPANIES, INC., as 

  Guarantor, but only with respect to Article 10
  of 

  the Loan Agreement and all other provisions 

  related thereto

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Blake S. Tohana

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William G. Ford

  
	
   

  	
   

  	
  Name: William G. Ford

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOS ANGELES TURF CLUB, 

  INCORPORATED, as Guarantor, but only with 

  respect to Article 10 of the Loan Agreement
  and 

  all other provisions related thereto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Blake S. Tohana

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William G. Ford

  
	
   

  	
   

  	
  Name: William G. Ford

  
	
   

  	
   

  	
  Title: Secretary

  



 


7

















 


	
   

  	
  BANK OF MONTREAL, acting
  through its 

  Chicago lending office, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David L. Mistic,

  
	
   

  	
   

  	
  Vice-President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, acting through its 

  Chicago lending office, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/David L. Mistic,

  
	
   

  	
   

  	
  Vice-President

  



 


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ANNEX A


 


SCHEDULE
7.1.20


 


AUSTRIAN
ASSETS


 


1.  Magna Racino


 


Includes Magna
Racino and excess land owned by MEC Grundstucksentwicklungs GmbH (“MECG”, an
Austrian subsidiary of the Borrower) located in Ebreichsdorf, Austria which
comprises a total area of approximately 668 acres.


 


2.  Austrian Golf Course


 


Includes land
owned by MECG located in Ebreichsdorf, Austria which is leased to the operator
of the Ebreichsdorf Golf Club and comprises a total area of approximately 220
acres.


 


3.  Fontana Housing


 


Includes certain
land lots owned by Fontana Beteiligungs GmbH (“FBG”, an Austrian subsidiary of
the Borrower) located in Oberwaltersdorf, Austria which comprises a total area
of approximately 93 acres and includes lots EZ 168, 846, 1353, 1354, 1355,
1374, 1439, 1442, 1627 and part of lot EZ 1356.


 


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