Exhibit 10.1


 


EIGHTEENTH AMENDING AGREEMENT


 


THIS AGREEMENT is made as of October 15th,
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.


 


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 Eighteenth Amending Agreement have the meaning given
to such terms in the Loan Agreement.


 


2.                              Loan
Agreement Amendments


 


The
parties hereto agree to amend the Loan Agreement by deleting the definition of “Termination
Date” in section 1.1.120 and replacing it with the following new definition of
Termination Date:


 


“Termination Date” means November 17th, 2008, or
such earlier date as the entire balance of the Loans under the Credit Facility
may become due hereunder, whether by acceleration or otherwise; or, in each
case, such later date to which the Credit Facility has been extended pursuant
to section 2.5. For greater certainty, the Lender and the Borrower agree
that if (x) the maturity date under the Bridge Loan Agreement (as defined
below) is amended such that it occurs prior to December 1st, 2008 for any
reason (other than an Event of Default thereunder) or (y) under the
Gulfstream Agreement (as defined below) the maturity date or the Pre-Payment
Make-Whole Amount Forgiveness Date (as such term is defined therein) are
amended such that either occurs prior to December 1st, 2008 for any
reason, then the Termination Date hereunder will be deemed to be such date that
is 14 days prior to such amended date thereunder.


 


3.                              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)           with respect to the US$110,000,000 credit 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 (the “Bridge Loan
Agreement”), the maturity date shall be extended such that it occurs
on or later than December 1st, 2008;


 


(b)           with respect to the Third Amended and Restated Gulfstream Park Loan
Agreement dated December 22, 2006 between Gulfstream Park Racing
Association, as borrower, and MID Islandi SF., as lender and certain other
parties listed therein, as amended from time to time (the “Gulfstream
Agreement”), the maturity date thereunder and the Pre-Payment Make-Whole
Amount Forgiveness 


 


2

















 


Date
(as such term is defined in the Gulstream Agreement) have been extended such
that each occurs on or later than December 1st, 2008;


 


(c)           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;


 


(d)           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;


 


(e)           no Material Adverse Change since March 31st, 2008 shall have
occurred;


 


(f)            payment in full of all reasonable invoiced fees, including for greater
certainty, an upfront fee of US$400,000 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


 


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


 


4.                              Loan
Agreement


 


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


 


5.                              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.


 


6.                              Counterparts


 


This Eighteenth
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.


 


3

















 


IN WITNESS WHEREOF this Eighteenth 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:

  	
   

  
	
   

  	
   

  	
  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

  



 


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:

  	
   

  
	
   

  	
   

  	
  Name: Blake S. Tohana

  
	
   

  	
   

  	
  Title: Executive Vice-President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  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

  



 


7

















 


	
   

  	
  BANK OF MONTREAL, acting
  through its

  Chicago lending office, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, acting through its

  Chicago lending office, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8