Exhibit 10.2


 


SECOND AMENDING AGREEMENT IN


RESPECT OF THE BRIDGE
LOAN AGREEMENT


 


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


 


BETWEEN:


 


MAGNA ENTERTAINMENT
CORP.,


a corporation incorporated under the laws of
the State of Delaware


 


(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


 


(hereinafter called the “Lender”),


 


OF THE SECOND
PART,


 


- and -


 


PACIFIC RACING ASSOCIATION,


a corporation incorporated under the laws of
the State of California


 


- and -


 


MEC LAND HOLDINGS
(CALIFORNIA) INC.,


a corporation incorporated under the laws of
the State of California


 


(hereinafter collectively called the “Golden Gate Fields  Guarantors”),


 


OF THE THIRD
PART,


 


- and -


 


THE SANTA ANITA COMPANIES, INC.,


a corporation incorporated under the laws of
the State of Delaware


 


- and -


 


LOS ANGELES TURF CLUB, INCORPORATED,


a corporation incorporated under the laws of
the State of California


 

















 


(hereinafter collectively called the “Santa Anita  Guarantors”),


 


OF THE FOURTH
PART,


 


- and -


 


GULFSTREAM PARK RACING
ASSOCIATION, INC.,


a corporation incorporated under the laws of
the State of Florida


 


(hereinafter called the “Gulfstream  Guarantor”),


 


OF THE FIFTH
PART,


 


- and -


 


GPRA THOROUGHBRED TRAINING CENTER INC.,


a corporation incorporated under the laws of
the State of Delaware


 


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


 


OF THE SIXTH
PART,


 


- and -


 


MEC DIXON, INC.,


a corporation incorporated under the laws of
the State of Delaware


 


(hereinafter called the “Dixon Guarantor”),


 


OF THE SEVENTH
PART,


 


- and -


 


MEC HOLDINGS (USA) INC.,


a corporation incorporated under the laws of
the State of Delaware


 


- and -


 


2

















 


SUNSHINE MEADOWS RACING, INC.,


a corporation incorporated under the laws of
the State of Delaware


 


(hereinafter collectively called the “Ocala Guarantors”),


 


OF THE EIGHTH
PART,


 


- and -


 


THISTLEDOWN, INC.,


a corporation incorporated under the laws of
the State of Ohio


 


(hereinafter called the “Thistledown  Guarantor”),


 


OF THE NINTH PART,


 


- and -


 


MEC MARYLAND INVESTMENTS INC.,


a corporation incorporated under the laws of the State of Delaware


 


- and -


 


30000 MARYLAND INVESTMENTS LLC,


a limited liability company formed under the
laws of the State of Delaware


 


(hereinafter
collectively called the “AmTote Guarantors”)
(the Golden Gate Fields Guarantors, the Santa Anita Guarantors, the Gulfstream
Guarantor, the Palm Meadows Training Guarantor, the Dixon Guarantor, the Ocala
Guarantors, the Thistledown  Guarantor, and the AmTote Guarantors
hereinafter collectively called the “Guarantors”),


 


OF THE TENTH PART.


 


WHEREAS the
Lender, as lender, the Borrower, as borrower, and the Guarantors, as guarantors, are parties to a bridge
loan agreement made as of September 12, 2007, as amended by a First
Amending Agreement (“First Bridge Loan Amending
Agreement”) made as of the 23rd day of May, 2008 (such
bridge loan agreement, as amended and as may be further amended, modified,
renewed or replaced from time to time being referred to herein as the “Bridge Loan Agreement”);


 


3

















 


AND WHEREAS on September 11, 2007, the Borrower’s Board of
Directors approved and adopted a plan (the “MEC Debt Elimination Plan”) (referenced in the Bridge Loan Agreement as the Borrower Restructuring Plan) to restructure the
Borrower’s balance sheet through the sale of certain assets and entering into
strategic partnerships or joint ventures to allow the Borrower to substantially
eliminate its debt by December 31, 2008, and to pursue a business plan
focused on achieving sustainable profitability;


 


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
the Borrower 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 the Lender and the controlling shareholder of the Borrower,
received a reorganization proposal on behalf of various shareholders of MID
that would, among other things, alter the relationship between MID and the
Borrower;


 


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 the Borrower;


 


AND WHEREAS pursuant to the First Bridge Loan Amending Agreement the
parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia: (i) increase the
Loan Amount from $80,000,000 to $110,000,000; (ii) provide that Loan
Amounts borrowed and repaid prior to the date of the First Bridge Loan Amending
Agreement may be reborrowed; (iii) extend the Maturity Date of the Loan
from May 31, 2008 to August 31, 2008; and (iv) provide for
certain additional arrangement and extension fees, all on the terms and
conditions set out therein;


 


AND WHEREAS  the
Lender has agreed to further amend the Bridge Loan Agreement to, inter alia, extend the Maturity Date of the Loan from August 31,
2008 to September 30, 2008 and provide for an extension fee, all on the
terms and conditions set out herein;


 


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:


 


4

















 


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 Bridge 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; (ii) except as specifically
qualified in the Disclosure Schedule, all of the representations and warranties
of the Borrower in Article 5 of the Bridge Loan Agreement are true and
correct on the date hereof as if made on and as of the date hereof; and (iii) 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 Bridge Loan Agreement  is hereby amended as follows:


 


(a)                                  by deleting the definition of “Maturity Date”
in Section 1.1 of the Bridge Loan Agreement and replacing it with the
following:


 


““Maturity Date” means September 30,
2008;”;


 


(b)                                 by adding, in proper alphabetical order, the following definition of
“Second Bridge Loan Amending Agreement”
to Section 1.1 of the Bridge Loan Agreement:


 


““Second Bridge Loan Amending Agreement” means that certain Second Amending
Agreement in respect of this Agreement made as of the 13 day of August, 2008”;


 


(c)                                  by adding, in proper alphabetical order, the following definition of
“Second Extension Fee” to Section 1.1
of the Bridge Loan Agreement:


 


““Second Extension Fee” has the meaning ascribed thereto in
Subsection 4.3(c)”;


 


(d)                                 by deleting Section 2.6 of the Bridge Loan Agreement in its
entirety and amending the definition of “Reorganization Proposal Termination
Notice” to read:


 


““Reorganization
Proposal Termination Notice” means written notice from MID to the Lender advising that the Reorganization
Proposal will not proceed to a vote of MID shareholders at a special meeting
(as a result of the Supporting Shareholders abandoning the Reorganization
Proposal, the MID Board of Directors failing to call such a meeting, or for any
other reason), that the Reorganization Proposal has not received the requisite
approvals at a special meeting called to consider the Reorganization 


 


5

















 


Proposal, or that a court of
competent jurisdiction has not approved a plan of arrangement implementing the
Reorganization Proposal”;


 


(e)                                  by adding the following as Subsection 4.3(d) of the Bridge Loan
Agreement:


 


(c)           Second Extension Fee.  The Borrower shall pay to
the Lender a second extension fee (the “Second Extension Fee”)
in the amount of $527,500,
being 0.5%
of the Loan Amount.”;


 


(f)                                    by changing the reference in Section 6.1(ee) from May 22,
2008 to August 5, 2008; and


 


(g)                                 by deleting Section 7.2(r) of the Bridge Loan Agreement in
its entirety and replacing it with the following:


 


“(r) prior to the first
Advance after the date of the Second Bridge Loan Amending Agreement, the Board
of Directors of the Borrower shall have formally approved (with evidence
thereof in the form of a certified resolution provided to the Lender) a cash
flow forecast through December 31, 2008 and, in the event that any
material variances to such forecast occur, the Board of Directors of the
Borrower shall formally approve a revised forecast (with evidence thereof in
the form of a certified resolution provided to the Lender) prior to any
requests for Advances being made subsequent to the date of any such variance;”.


 


4.                                       Conditions Precedent.  The amendments
contained in this Agreement shall be conditional upon the satisfaction (or
waiver by the Lender) of all of the following conditions (collectively, the “Conditions  Precedent”): (i) the Borrower extending the maturity of the BMO
Credit Agreement to no earlier than September 15, 2008 on terms
satisfactory to the Lender in its sole and absolute discretion;  (ii) the
Lender receiving the Second Extension Fee of $527,500;  (iii) the delivery by the Borrower to the Lender of a certified
copy of the resolution passed by the Borrower’s Board of Directors approving
the entering into of this Agreement; and (iv) the
complete truth and accuracy of the representations and warranties set forth in Section 2
of this Agreement. The Conditions Precedent are strictly inserted for the
benefit of the Lender and may be waived, in whole or in part, at any time and
from time to time, by the Lender at the Lender’s sole and absolute discretion.


 


5.                                       Opinions.  The Borrower shall, if requested by the Lender in writing, deliver
to the Lender, as soon as reasonably practicable following such written
request, opinions of each of the Borrower’s and Guarantors’ New York and Delaware
Agent, the Borrower’s and Guarantors’ Florida Agent, and the Borrower’s and
Guarantors’ California Agent, and the Borrower’s and Guarantors’ Ohio Agent, addressed to the Lender, the Lender’s Counsel, and the Lender’s
relevant agents, in form, scope and substance satisfactory to the Lender and the
Lender’s Counsel, acting reasonably, with respect to this Agreement and any of
the Loan Documents.


 


6.                                       Confirmation of Amended Bridge Loan Agreement.   The Bridge Loan Agreement, as
amended by this Agreement, is hereby ratified and confirmed in all respects and
time 


 


6

















 


shall remain
of the essence. After the date hereof
(subject to the satisfaction or waiver of all Conditions Precedent), all
references in each Loan Document to the Loan Agreement shall be deemed to be a
reference to the Bridge 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 New York
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.


 


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.


 


 


	
   

  	
  MAGNA ENTERTAINMENT CORP.,

  as Borrower

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  



 


7

















 


	
   

  	
  PACIFIC
  RACING ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEC
  LAND HOLDINGS

  (CALIFORNIA) INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SANTA ANITA COMPANIES,

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  



 


8

















 


	
   

  	
  LOS ANGELES TURF CLUB,

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GULFSTREAM PARK RACING

  ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEC HOLDINGS (USA) INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  



 


9

















 


	
   

  	
  MEC DIXON, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GPRA THOROUGHBRED

  TRAINING CENTER, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNSHINE MEADOWS RACING,

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William
  Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  



 


10

















 


	
   

  	
  THISTLEDOWN,
  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MEC MARYLAND
  INVESTMENTS

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  30000 MARYLAND INVESTMENTS

  LLC

  
	
   

  	
   

  
	
   

  	
  by

  	
  /s/
  BLAKE TOHANA

  
	
   

  	
   

  	
  Name:

  	
  Blake Tohana

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  WILLIAM FORD

  
	
   

  	
   

  	
  Name:

  	
  William Ford

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  We have
  authority to bind the Corporation.

  



 


11

















 


	
   

  	
  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.