Exhibit 10.3


 


FOURTH AMENDING
AGREEMENT IN RESPECT OF THE THIRD

AMENDED AND RESTATED GULFSTREAM PARK LOAN AGREEMENT


 


THIS  AGREEMENT made as of the 13th day of
August, 2008,


 


BETWEEN:


 


GULFSTREAM PARK RACING ASSOCIATION, INC.,


a corporation incorporated under the laws of
the State of Florida


 


(being hereinafter called the “Borrower”),


 


OF THE FIRST PART,


 


- and -


 


MID ISLANDI SF.,


a partnership formed under the laws of
Iceland, acting through its Zug branch


 


(being hereinafter called the “Lender”),


 


OF THE SECOND PART,


 


- and -


 


REMINGTON PARK, INC.,


a corporation incorporated under the laws of
the State of Oklahoma


 


(being hereinafter called the “Remington Guarantor”),


 


OF THE THIRD PART,


 


- and -


 

















 


GPRA THOROUGHBRED TRAINING CENTER, INC.,


a corporation incorporated under the laws of
the State of Delaware


 


(being
hereinafter called the “Palm
Meadows Guarantor”),


 


- and -


 


MAGNA ENTERTAINMENT CORP.,


a corporation incorporated under the laws of
the State of Delaware


 


(being
hereinafter called “MEC”), (the Remington Guarantor, the Palm Meadows Guarantor and MEC being hereinafter collectively called the “Original Guarantors”),


 


OF THE FOURTH PART,


 


- and -


 


GULFSTREAM COMMERCIAL
ENTERPRISES, INC.,


a corporation incorporated under the laws of
the State of Florida


 


(being
hereinafter called the “Gulfstream Commercial  Guarantor” (the Original Guarantors and the Gulfstream Commercial Guarantor
being hereinafter called the “Guarantors”),


 


OF THE FIFTH PART.


 


WHEREAS the Lender, as lender, the Borrower, as
borrower, and the Original Guarantors, as guarantors, are parties to a Third
Amended and Restated Gulfstream Park Loan Agreement made as of  December 22, 2006 (such Third Amended and Restated
Gulfstream Park Loan Agreement, as amended by a First Amending Agreement in respect
of the Third Amended and Restated Gulfstream Park Loan Agreement dated as of August 3,
2007, and as amended by a Second Amending Agreement (the “Second
Amending Agreement”) in respect of the Third Amended and Restated
Gulfstream Park Loan Agreement dated as of September 11, 2007, as amended by a Third Amending Agreement (the “Third
Amending Agreement”) in respect of the Third Amended and Restated
Gulfstream Loan Agreement, and as the Third Amended 


 


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and Restated Gulfstream Park Loan Agreement may be further amended,
modified, renewed or replaced from time to time, being referred to herein the “Gulfstream Park  Loan  Agreement”);


 


AND WHEREAS on September 11,
2007, MEC’s Board of Directors approved and adopted a plan (the “MEC Debt Elimination Plan”) (referenced in the Second Amending Agreement as the “Borrower Restructuring Plan”) to restructure MEC and its subsidiaries (including the Borrower)
and to revise the business plan of MEC and its subsidiaries (including the Borrower);


 


AND WHEREAS the MEC Debt Elimination Plan contemplated the sale of assets including, without limiting the
generality of the foregoing, certain of those Properties owned by the Borrower
that constitute collateral for the Loan;


 


AND WHEREAS the sale of assets under the MEC Debt Elimination Plan
continues to take longer than originally contemplated and, although MEC
continues to take steps to implement the MEC Debt Elimination Plan, it does not
expect to execute the MEC Debt Elimination Plan on the originally contemplated
time schedule, if at all;


 


AND WHEREAS on March 31, 2008, the Board of Directors of MI
Developments Inc. (“MID”), an
affiliate of MEC and the controlling shareholder of MEC, received a
reorganization proposal on behalf of various shareholders of MID that would,
among other things, alter the relationship between MID and MEC;


 


AND WHEREAS  on June 27,
2008, MID announced that, in light of shareholder discussions relating to
potential amendments to the reorganization proposal, the special meeting of MID
shareholders to consider the reorganization proposal, previously called for July 24,
2008, was being postponed;


 


AND WHEREAS discussions between MID and various of its shareholders
relating to potential amendments to the reorganization proposal are ongoing,
and, given that no consensus has been reached with respect to such amendments,
MID intends to continue to explore a range of alternatives with respect to its
investment in MEC;


 


AND WHEREAS pursuant to the Third Amending Agreement, the parties to
the Gulfstream Park Loan Agreement amended the Gulfstream Park Loan Agreement to: (i) revise certain representations and covenants relating
to implementation of MEC Debt Elimination Plan; (ii) to extend from May 31,
2008 to August 31, 2008 the deadline for repayment of $100 million; (iii) to
extend from May 31, 2008 to August 31, 2008 the date prior to which
the Lender shall not charge, and the Borrower shall not be obligated to pay, a
Pre-Payment Make-Whole Amount in respect of any valid pre-payments made under
the Gulfstream Park Loan Agreement, all on the terms and conditions set out
therein;


 


AND WHEREAS  the
Lender has agreed to further amend the Gulfstream Park
Loan Agreement
to, inter alia, extend the Pre-Payment Make-Whole Amount Forgiveness Date, all on the terms and conditions
set out herein;


 


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AND WHEREAS all
capitalized terms used herein and not defined herein shall have the respective
meanings given to such terms in the Gulfstream Park Loan Agreement;


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Agreement and the sum of Ten Dollars ($10.00) paid by each of the parties
hereto to the other and for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties hereto covenant
and agree as follows:


 


1.                                       Definitions.  Unless otherwise defined herein, all
capitalized terms used in this agreement (this “Agreement”) shall have the respective meanings ascribed to
them in the Gulfstream Park Loan Agreement.


 


2.                                       Representations and Warranties.  The Borrower and the
Guarantors jointly and severally represent and warrant to and in favour of the
Lender, with the intent that the Lender shall be entitled to rely upon such
representations and warranties in entering into this Agreement and
notwithstanding the completion of the transactions contemplated herein, that: (i) all
of the recitals to this Agreement are true and complete in all material respects;
and (ii) there are no facts, conditions or circumstances that are known to
the Borrower or any of the Guarantors and that may reasonably be considered
relevant to the Lender’s decision to enter into this Agreement that have not
been disclosed in writing to the Lender.


 


3.                                       Amendments.  The Gulfstream Park Loan Agreement  is hereby amended by:


 


(a)                                  by deleting the following definitions in Section 1.1 of the
Gulfstream Park Loan Agreement: (i) “Reorganization Proposal”,
“Reorganization Proposal Approval”, “Reorganization Proposal Termination Notice”, and “Supporting Shareholders”;


 


(b)                                 deleting the paragraph at the end of Section 3.4(a) of the
Gulfstream Park Loan Agreement, beginning with the words “Notwithstanding the
foregoing” and ending with the words “received the Reorganization Proposal
Termination Notice.”, and replacing it with the following:


 


“Notwithstanding the foregoing, the Lender
shall not charge, and the Borrower shall not be obligated to pay, a Pre-Payment
Make-Whole Amount in respect of any valid pre-payments made under this
Agreement on or prior to September 30,
2008 (the “Pre-Payment Make-Whole Amount Forgiveness
Date”), provided that no Event of Default exists under this
Agreement and/or under the Remington Park Loan Agreement at the time of such
pre-payment.”.


 


4.                                       Opinions.  The Borrower shall, if requested by the Lender in writing, deliver
to the Lender, as soon as reasonably practicable following such written
request, an 


 


4

















 


opinion of the Borrower’s and
Guarantor’s Florida Agent addressed to the Lender, the
Lender’s Counsel and the Lender’s Florida Agent, in form, scope and substance
satisfactory to the Lender and its counsel, acting reasonably, with respect to
this Agreement, the MEC Guarantee and Indemnity, the MEC Full Recourse Guarantee and Indemnity, and the MEC
General Security Agreement.


 


5.                                       Default.  Any
default by the Borrower under this Agreement shall be deemed for all purposes
to be an Event of Default under the Gulfstream Park Loan Agreement.


 


6.                                       Ratification and Confirmation of Amended
Gulfstream Park Loan Agreement.   The Gulfstream Park Loan Agreement, as amended by this Agreement, is hereby ratified and confirmed in
all respects and time shall remain of the essence. After the date hereof, all references in each Loan Document to the
Gulfstream Park Loan Agreement shall be deemed to be a reference to the
Gulfstream Park Loan Agreement as amended by this Agreement.


 


7.                                       Successors and Assigns.  This Agreement shall enure
to the benefit of and shall be binding on and enforceable by the parties hereto
and their respective successors and permitted assigns.


 


8.                                       Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida
and the federal laws of the United States of America applicable herein.


 


9.                                       Time of the Essence.  Time shall be of the
essence of this Agreement.  If anything
herein is to be done on a day which is not a Business Day, the same shall be
done on the next succeeding Business Day. 
Where in this Agreement a number of days is prescribed, the number shall
be computed by excluding the first day and including the last day.


 


10.                                 Headings, Extended Meanings.  The headings in this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof and are not to be considered in the interpretation
hereof.  In this Agreement, words
importing the singular include the plural and vice
versa; words importing the masculine gender include the feminine and
vice versa; and words importing
persons include firms or corporations and vice
versa.


 


11.                                 Counterparts.  This Agreement may be
executed in counterparts and may be delivered by e-mail and/or facsimile
transmission.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused
the same to be executed by their duly authorized representatives as of the date
first above written.


 


 


	
   

  	
  GULFSTREAM PARK RACING

  ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE
  TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake S. Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM
  FORD

  
	
   

  	
   

  	
  Name:

  	
  William G. Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REMINGTON PARK, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE
  TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake S. Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM
  FORD

  
	
   

  	
   

  	
  Name:

  	
  William G. Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPRA THOROUGHBRED

  TRAINING CENTER INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE
  TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake S. Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM
  FORD

  
	
   

  	
   

  	
  Name:

  	
  William G. Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  



 


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  MAGNA ENTERTAINMENT CORP.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE
  TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake S. Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM
  FORD

  
	
   

  	
   

  	
  Name:

  	
  William G. Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
  GPRA COMMERCIAL ENTERPRISES,

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE
  TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake S. Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice-President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM
  FORD

  
	
   

  	
   

  	
  Name:

  	
  William G. Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MID ISLANDI SF.,

  
	
   

  	
    ACTING THROUGH ITS ZUG 

  
	
   

  	
  BRANCH

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  THOMAS SCHULTHEISS

  
	
   

  	
   

  	
  Name:

  	
  Thomas Schultheiss

  
	
   

  	
   

  	
  Title:

  	
  Branch
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  PETER NIDEROEST

  
	
   

  	
   

  	
  Name:

  	
  Peter Nideroest

  
	
   

  	
   

  	
  Title:

  	
  Branch Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Partnership

  



 


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