Exhibit 10.2


 


TWENTIETH
AMENDING AGREEMENT


 


 


THIS
AGREEMENT is made
as of November 26th, 2008,


 


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, 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 Twentieth 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:


 


(a)           adding the following new definitions
to section 1.1:


 


“MID” means MI Developments Inc.


 


“Reorganization Sale Assets”
means those assets of the Borrower sold to MID pursuant to the Reorganization
Plan and which shall include but not be limited to, MEC’s development lands in
Aventura, Florida, Ocala, Florida and Dixon, California, additional acreage in
Palm Beach, Florida, and MEC’s membership interest in, and land underlying, the
joint venture with Forest City Enterprises at Gulfstream Park.


 


“Reorganization Plan” means the Reorganization Plan of MID  in the same form and substance delivered to
the Lender  on November 25, 2008;


 


(b)         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 the earlier of :


 


(i)            March 16, 2009;


 


(ii)                                  (ii) the date which is 15 days
subsequent to the date that (x) shareholders of MID vote to not approve
the Reorganization Plan; or (y) the Reorganization Plan is abandoned or
withdrawn or materially amended in a manner adverse to the Lender without the
consent of the Lender, acting reasonably (the “BMO Early
Termination Date”);


 


(iii)                               the date upon which the Borrower receives
the net proceeds from the sale of the Reorganization Sale Assets, which shall
be as soon as commercially practicable and, in any event,  not later than 14 days subsequent to the date
upon which the Reorganization Plan receives both MID shareholder approval and
court approval, or


 


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(iv) the date
the entire balance of the Loans under the Credit Facility may become due
hereunder, whether by acceleration or otherwise.


 


(c)          adding a new section 2.3.5 (Repayment
under Credit Facility) as follows:


 


“Notwithstanding the foregoing,
section 2.3.2 and 2.3.3 shall not apply to the Reorganization Sale Assets and
all of the net cash proceeds from the direct or indirect sale of any of the
Reorganization Sale Assets including, without limitation, the shares of the
Subsidiaries that own the relevant Reorganization Sale Asset, and including any
cash received in respect of non-cash proceeds (including any cash payments
received by way of deferred payment of principal pursuant to a note or
instalment receivable or purchase price adjustment receivable or otherwise, but
excluding any interest payments) but only as and when received, in each case
after giving effect to agents’ commissions and sale related expenses
(including, without limitation, agents’ fees and expenses)  shall be paid to the Agent for the account of
the Lenders for application against  the
Obligations outstanding under the Credit Facility. Any prepayment made
hereunder shall permanently reduce and cancel the Lender’s Commitment and the
Aggregate Commitment.”


 


3.                                                                                      Conditions  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 on the dates specified below:


 


(a)                                 MID
and the Borrower each publicly announce the Reorganization Plan (including,
without limitation, the payment to the Lender of the proceeds of the
Reorganization Sale Assets) by no later than December 1st, 2008;


 


(b)                                 on
or before December 1, 2008, MID, or an affiliate thereof (the “New MID Lender”)  shall provide the Borrower with additional
financing of not less than US$50,000,000 pursuant to a credit agreement on
terms and conditions satisfactory to the Agent and the Lender, acting
reasonably, and which has a maturity date of not earlier than March 31st,
2009 (the “New MID Loan”) (subject to a right to
terminate such agreement on the date that is 15 days subsequent to the BMO
Early Termination Date);


 


(c)                                  on the date hereof, with
respect to the US$125,000,000 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 March 31st, 2009 (subject to a right to terminate such
agreement on the date that is 15 days subsequent to the BMO Early Termination
Date);


 


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(d)                                 on the date hereof, 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 Pre-Payment
Make-Whole Amount Forgiveness Date (as such term is defined in the Gulfstream
Agreement) has been extended such that it occurs on or later than March 31st,
2009 (subject to a right to terminate such agreement on the date that is 15
days subsequent to the BMO Early Termination Date);


 


(e)                                  for the period from the date
hereof until the Termination Date, the
Reorganization Plan shall not be amended in any material respects that are
adverse to the Lender without the consent of the Lender;


 


(f)                                   on or before December 1,
2008, the Amended and Restated Intercreditor Agreement made as of the 23rd day
of May, 2008 among the Lender, as Senior Lender, MID Islandi SF, as MID Lender,
MID Developments Inc., as Performance Guarantor and the Borrower, as Borrower,
shall be amended on terms and conditions satisfactory to the Lender, acting
reasonably, to: (a) include the New MID Loan (maintaining BMO’s priorities
and rights as against the Lender under the Bridge Loan Agreement and
establishing the same  under the New MID
Loan Agreement), (b) provide that all proceeds from Reorganization Sale
Assets be used to repay the Loan in priority to all other creditors of the
Borrower, and (c) all such other changes as the Lender shall reasonably
require, including, without limitation as may be required to document any
subordinate charges that the New MID Lender intends to take in respect of Santa
Anita Premises and the Golden Gate Premises under the New MID Loan;.


 


(g)                                  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;


 


(h)                                 as of the date hereof, 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;


 


(i)                                     as of the date hereof, no Material Adverse
Change since March 31st, 2008 shall have occurred;


 


(j)                                    as of the date hereof, payment in full of
all reasonable invoiced fees, including for greater certainty, an upfront fee
of US$1,750,000 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


 


(k)                                 on the date hereof, such other
documentation or information as the Lender shall have reasonably requested.


 


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4.                                                                                      Loan Agreement


 


Save as expressly
amended by this Twentieth 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 Twentieth Amending Agreement constitutes a Loan
Document for the purposes of the Loan Agreement and, for greater certainty, the
Borrower acknowledges and agrees that any failure to satisfy the conditions
precedent to the Loan Agreement shall be an Event of Default under 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 Twentieth
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.


 


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


 


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  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


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  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:

  



 


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