Exhibit 10.2


 


FOURTH AMENDING AGREEMENT IN

RESPECT OF THE BRIDGE LOAN AGREEMENT


 


THIS FOURTH  AMENDING AGREEMENT,  made as of the 15th day of
October, 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.

  



 


3

















 


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 (the “First Bridge Loan Amending
Agreement”) made as of the 23rd day of May, 2008, as
amended by a Second Amending Agreement (the “Second
Bridge Loan Amending Agreement”) made as of the 13th day
of August, 2008, as amended by a Third Amending Agreement (the “Third Bridge Loan Amending Agreement”) made as of the 15th
day of September, 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”);


 


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 despite
discussions between MID and various of its shareholders relating to potential
amendments to the reorganization proposal, no consensus has been reached with
respect to such amendments, and, therefore, MID intends to continue to explore
a range of alternatives with respect to its investment in the Borrower;


 


AND WHEREAS on August 22,
2008, MID announced that it had retained GMP Securities L.P. as a financial
advisor to MID management to liaise with shareholders in an attempt to develop
a consensus on how best to reorganize MID;


 


4

















 


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 pursuant to the Second Bridge Loan
Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia: (i) extend the Maturity Date of the
Loan from August 31, 2008 to September 30, 2008; and (ii) provide
for an extension fee, all on the terms and conditions set out therein;


 


AND WHEREAS pursuant to the Third Bridge Loan Amending
Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia: (i) extend the Maturity Date
of the Loan from September 30, 2008 to October 31, 2008; and (ii) provide
for an extension fee, all on the terms and conditions set out therein;


 


AND WHEREAS  the parties to the Bridge Loan
Agreement have agreed
to further amend the Bridge Loan Agreement to, inter alia:
(i) increase the Loan Amount from $110,000,000 to $125,000,000; and (ii) provide that Loan Amounts borrowed and repaid in July 2008
may be reborrowed,
all on the terms and conditions set out herein;


 


AND WHEREAS the Lender has
provided a letter to the Borrower determining in writing that the Maturity Date
shall be December 1, 2008 (or such later date or dates as may be determined in writing from time to
time by the Lender in its sole discretion, with such later date or dates being
subject to such conditions as may be determined by the Lender in its sole
discretion);


 


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 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.


 


5

















 


3.             Amendments.  The Bridge Loan Agreement  is hereby amended as follows:


 


(a)           by
adding, in proper alphabetical order, the following definition of “Bankruptcy Code” to Section 1.1 of the
Bridge Loan Agreement:


 


““Bankruptcy Code”  means
Title 11 of the United States Code, 11 U.S.C. §§ 101 et. seq.;”;


 


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


 


““Fourth Bridge Loan Amending Agreement” means that certain Fourth Amending
Agreement in respect of this Agreement made as of the 15th
day of October, 2008;”;


 


(c)           by
deleting the number “$110,000,000” in the third line of Section 2.1 of the
Bridge Loan Agreement, and replacing it with the number “$125,000,000”;


 


(d)           by
deleting Section 2.2 of the Bridge Loan Agreement in its entirety and
replacing it with the following:


 


“2.2         Nature of Bridge Loan


 


(a) Subject to Subsections
2.2(b) and 2.2(c), the Bridge Loan is a non-revolving facility and any
portion of the Loan that is repaid shall reduce the Loan Amount and may not be
re-borrowed.


 


(b) So long as the
Borrower is not in default hereunder, the Borrower shall have the right to
re-borrow that portion of the Loan that the Borrower borrowed and repaid prior
to May 23, 2008.


 


(c) So long as the
Borrower is not in default hereunder, the Borrower shall have the right to
re-borrow that portion of the Loan that the Borrower borrowed and repaid in July 2008.”;


 


(e)           by
deleting in its entirety Subsection 7.2(q)(i)) of the Bridge Loan Agreement and
replacing it with the following:


 


“(i)          a grid
promissory note in the amount of One Hundred and Twenty Five Million Dollars
($125,000,000) from the Borrower in favour of the Lender (the “Borrower Note”);”;


 


6

















 


(f)            by
deleting the clause in Section 4.4 beginning with the words “including,
without limitation” and ending with the words “expenses and compensation” and
replacing the said clause with the following, with effect from and after the
Closing Date:


 


“including, without limitation,
all of the reasonable fees and disbursements of counsel and other advisors to
the Lender (as defined in the paragraph below), its agents, and any such
receiver or receiver-manager, on a full indemnity basis, incurred in connection
therewith, including all sales, goods and services or value-added taxes payable
by any of them on all such costs, expenses and compensation.


 


For purposes of Section 4.4(a),
(b), and (c) and the immediately preceding clause, “Lender”
means the Lender and MID and its Subsidiaries (other than MEC and its
Subsidiaries), including, without limitation, the Board of Directors of MID and
any committee thereof.”;


 


(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 on or after November 17, 2008: (A) BMO shall have extended the maturity of the BMO Credit Agreement to no
earlier than December 1, 2008 on terms satisfactory to the Lender in its
sole and absolute discretion; or (B) the Borrower shall have obtained
financing to replace the financing under the BMO Credit Agreement, having a maturity no earlier
than December 1, 2008 and otherwise on terms satisfactory to the Lender in its sole and
absolute discretion.”;


 


(h)           by
deleting Section 9.2 of the Bridge Loan Agreement in its entirety and
replacing it with the following:


 


“9.2         Confidentiality


 


The Lender
will maintain on a confidential basis (except as otherwise permitted hereunder
or as required by Applicable Law) all information relating to the Borrower and
its Subsidiaries provided to it hereunder by and on behalf of the Borrower or
any of its Subsidiaries or obtained in respect of any diligence conducted in
respect hereof; provided, however, that this Section 9.2 shall not apply
to any information which (i) was lawfully in the public domain at the time
of communication to the Lender, (ii) lawfully enters the public domain
through no fault of the Lender subsequent to the time of communication to the
Lender, (iii) was lawfully in the possession of the Lender free of any
obligation of confidence at the time of communication to the Lender, or (iv) was
lawfully communicated to the Lender free of any obligation of confidence
subsequent to the time of initial communication to the Lender.


 


7

















 


Notwithstanding
the foregoing, the Lender and/or MID shall have the right to make available to
any third-party (including, without limitation, ay potential Permitted Lender
Assignee) in connection with a sale of, or other transaction relating to, the
Lender’s and/or MID’s debt or equity investments in the Borrower any and all information
that the Lender and/or MID has regarding the Borrower and the loans to the
Borrower and, at the Lender’s and/or MID’s request, the Borrower shall provide
any additional information to such third-party (including reasonable access to
the Borrower’s management and personnel) requested in connection with such
prospective transaction relating to the Lender’s and/or MID’s debt or equity
investments in the Borrower; provided, in each case, prior to such disclosure,
such third-party shall have entered into a typical and customary
confidentiality agreement for the benefit of the Borrower.”; and


 


(i)            by
adding the following as Section 9.26 of the Bridge Loan Agreement:


 


“9.26       Bankruptcy/Automatic
Stay Waiver


 


If, for any reason, the Borrower or any Guarantor becomes a debtor in a
case under any chapter of the Bankruptcy Code, then the Borrower and each
Guarantor hereby consents to any termination or modification of the automatic
stay as requested by the Lender under Section 362 of the Bankruptcy Code,
and hereby expressly waive any and all rights, protections and benefits of the
automatic stay or similar injunctive relief available under the Bankruptcy
Code.”


 


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 November 17, 2008 on terms satisfactory to the Lender in
its sole and absolute discretion; (ii) 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; (iii) the complete truth and accuracy of the representations
and warranties set forth in Section 2 of this Agreement; and (iv) the delivery by the Borrower and the Guarantors to the Lender of a release, in form and substance satisfactory to
the Lender, given by the Borrower and the Guarantors to, inter alios,
the Lender, MID and its Subsidiaries (other than MEC and its Subsidiaries) and
their respective directors, officers, employees and advisors, with respect to
any claims that the Borrower and/or any of the Guarantors may have against such
parties.  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.


 


8
















 


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; Reaffirmation of the Loan Documents; Acknowledgement; No Defenses.   The Bridge Loan Agreement, as
amended by this Agreement, is hereby ratified and confirmed in all respects and
time shall remain of the essence. The Borrower and each Guarantor hereby
acknowledges and agrees that all terms, covenants, conditions and provisions of
the Loan Documents continue in full force and effect and remain unaffected and
unchanged, except to the extent expressly set forth in this Agreement.  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. This Agreement is not intended to and shall not be deemed or
construed to create or constitute a waiver, release, or relinquishment of, and
shall not affect, the liens, security interests and rights, remedies and
interests thereunder, all of which are hereby ratified, confirmed, renewed and
extended in all respects.  Without
limiting the foregoing, each of Borrower and the Guarantors reaffirms to the
Lender each of its respective representations, warranties, covenants and
agreements set forth in the Loan Documents. Borrower and each Guarantor hereby
acknowledges and agrees that the principal balance of the Loan as of October 15,
2008 is $95,887,275.97. The Borrower and each Guarantor acknowledges and agrees that it
has no defenses, counterclaims, offsets, cross-complaints, causes of action,
rights, claims or demands of any kind or nature whatsoever, including without
limitation, any usury or lender liability claims or defenses, arising out of or
relating to the Loan, any Loan Documents, or the Collateral, or this Agreement
(collectively, “Defenses”),
that can be asserted to (a) amend, modify, reduce, suspend, abate,
subordinate or eliminate all or any part of the Borrower’s liability for the
Loans or its obligations under the Loan Documents, or any of the Guarantor’s
liabilities or obligations under any guaranty, or (b) seek relief or
damages of any kind or nature, including affirmative or equitable, from the
Lender with respect to any of the Collateral. 
The Borrower and each Guarantor further acknowledges and agrees that to
the extent that any such Defenses should (or could, with the lapse of time or
the giving of notice or both) now or hereafter in fact exist, including without
limitation, any usury or lender liability claim, all such Defenses are being
fully, finally and irrevocably waived, released and extinguished by the
Borrower and the Guarantors as agreed to between the parties.


 


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.


 


9

















 


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.


 


10

















 


	
   

  	
  MAGNA ENTERTAINMENT CORP.,

  as Borrower

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We
  have authority to bind the Corporation.

  



 


 


	
   

  	
  PACIFIC RACING ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  MEC LAND HOLDINGS

  (CALIFORNIA) INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


11

















 


	
   

  	
  THE SANTA ANITA COMPANIES,

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  LOS ANGELES TURF CLUB,

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  GULFSTREAM PARK RACING

  ASSOCIATION, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


12

















 


	
   

  	
  MEC HOLDINGS (USA) INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  MEC DIXON, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  GPRA THOROUGHBRED

  TRAINING CENTER, INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


13

















 


	
   

  	
  SUNSHINE MEADOWS RACING,

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  THISTLEDOWN,
  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
   Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
  William
  Ford

  
	
   

  	
   

  	
   Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


 


	
   

  	
  MEC MARYLAND
  INVESTMENTS

  INC.

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    We have authority to bind the Corporation.

  



 


14

















 


	
   

  	
  30000 MARYLAND INVESTMENTS

  LLC

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Blake
  Tohana

  
	
   

  	
   

  	
    Title:

  	
  Executive
  Vice President 

  
	
   

  	
   

  	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  William
  Ford

  
	
   

  	
   

  	
    Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  We
  have authority to bind the Corporation.

  



 


15

















 


	
   

  	
  MID
  ISLANDI SF., acting through its

  Zug Branch

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Thomas
  Schultheiss

  
	
   

  	
   

  	
    Title:

  	
  Branch
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Peter
  Nideroest

  
	
   

  	
   

  	
    Title:

  	
  Branch
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  We
  have authority to bind the Partnership.

  



 


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