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Exhibit 10.2  


 
 

SIXTH AMENDING AGREEMENT    
    


        THIS AGREEMENT is made as of December     •    , 2006, 


B E T W E E N:  


 
 

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, as amended by a first amending agreement dated July 26th, 2006, a second amending agreement dated November 6th, 2006, a third amending agreement dated November 27, 2006,
a fourth amending agreement dated December 12, 2006 and a sixth amending agreement dated December 19, 2006;



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







 
	C.
	The
Borrower made a permanent reduction of the Loan by repaying $39,000,000 of the Loan on November 14, 2006, such that the remaining outstanding amount of the Loan, and the
maximum amount of the Aggregate Commitment, after such payment was $25,000,000 (the "Loan Adjustment");



	D.
	The
Borrower has requested that the Aggregate Commitment as adjusted by the Loan Adjustment be increased by $15,000,000 (the "Additional Amount") and the parties hereto wish to
amend the Loan Agreement reflect this increase to the Aggregate Commitment.



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



        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 Sixth 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 as follows: 



        (a)   by
deleting the amount "$64,000,000" set forth in Section 1.1.6 and opposite the Lender's name in
Schedule 1.1.65 thereof and replacing the same with "$40,000,000" such that, after taking into account the Loan Adjustment, the maximum amount of
the Aggregate Commitment is increased by the Additional Amount to $40,000,000; 


        (b)   by
deleting section 1.9 of the Loan Agreement in its entirety and replacing it with the following: 




"Applicable Margin" means the margins expressed as a rate per annum equal to the sum of (A) the margins expressed as a rate per annum set forth
in Schedule 1.1.9 corresponding to the ratio of (i) Total Funded Debt less cash reflected on the Borrower's consolidated balance sheet (excluding cash of all Excluded Subsidiaries) to
(ii) EBITDA (measured on a rolling four quarter basis) as calculated at the beginning of each Fiscal Quarter, plus, in each case, (B) 200 bps." 



	(c)
	by
deleting the reference to "December 19, 2006" in Section 1.1.120 and replacing it with a reference to  "March 30th, 2007" such that
March 30th, 2007 will be the "Termination Date" for the purposes of the Loan Agreement; 




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        (d)   by
deleting Section 7.1.18 in its entirety and replacing it with the following: 




"7.1.18
EBITDA Maintenance. The Borrower shall maintain an aggregate EBITDA from operations at the Santa Anita Premises and Golden Gate Premises
calculated on a rolling 12 month basis as at the end of each Fiscal Quarter, of not less than $15,000,000 provided that, in each case, notwithstanding paragraph (c) of the definition of
EBITDA, all net gains from the sale of real estate which were included in the calculation of Net Income will be deducted from EBITDA for purposes of this section 7.1.18."; 






3.     Additional Advance  


        The Lender shall make available the Additional Amount, to be drawn upon by Borrower in accordance with the terms of the Loan Agreement. 


4.     Conditions Precedent to Loan Agreement Amendments  



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



	(a)
	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;



	(b)
	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;



	(c)
	no
Material Adverse Change since September 30th, 2006 shall have occurred;



	(d)
	payment
in full of all reasonable invoiced fees, including for greater certainty, a commitment fee of 50% of the Aggregate Commitment 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



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




5.     Loan Agreement  


        Save as expressly amended by this Sixth 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 Sixth Amending Agreement constitutes a Loan Document for the purposes of the Loan Agreement. 


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6.     Confirmation of Guarantee and Security  


        Except for Bay Meadows Operating Company LLC (the "Released Guarantor") whose obligations under the Loan Agreement and the Loan Documents to which
it is a party are being released pursuant to Section 7 hereto, 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.     Release of Guarantee and Security  


        The Lender hereby acknowledges and agrees that the Released Guarantor is released from all of its obligations under the Loan Agreement and the Loan Documents to
which it is a party and, as such, the Released Guarantor shall not, with respect to and under the Loan Agreement and the other Loan Documents to which it is a party, have any obligation of any kind to
any of the parties hereto or to any third party. 


8.     Lender Consent  


        Lender acknowledges that the Borrow has advised tha a third amended and restated construction loan agreement pertaining to Gulfstream Park will executed on or
about the same date hereof and that said agreement will increase to $162,250,000 (plus amortized interest and lender's costs) the amount of said loan in order that an additional $21,500,00 (plus
amortized interest and lender's costs) can be advanced and applied toward construction, equipment and other costs related to the installation of an additional 700 slot machines at Gulfstream
Park. Lender hereby consents to the increase described in the immediately preceding sentence. 


9.     Counterparts  



        This Sixth 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. 


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



	 
	 	 
	 

	
 	
 	
MAGNA ENTERTAINMENT CORP.,

as Borrower
	
 	
 	

By:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 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:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 Name: William G. Ford

Title: Secretary




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 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:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 Name: William G. Ford

Title: Secretary




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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:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 Name: William G. Ford

Title: Secretary
	
 	
 	
3000 MARYLAND INVESTMENTS LLC
	
 	
 	

By:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 Name: William G. Ford

Title: Secretary




7







 


	 
	 	 
	 

	
 	
 	
MEC MARYLAND INVESTMENTS INC.
	
 	
 	

By:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 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:	

 Name: Blake S. Tohana

Title: Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 Name: William G. Ford

Title: Secretary




8







 


	 
	 	 
	 

	
 	
 	
BANK OF MONTREAL, acting

through its Chicago lending office, as Lender
	
 	
 	

By:	


	
 	
 	

By:	


	
 	
 	
BANK OF MONTREAL,

acting through its Chicago lending office, as Agent
	
 	
 	

By:	

 Name:

Title:
	
 	
 	

By:	

 Name:

Title:




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SIXTH AMENDING AGREEMENT

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")