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Exhibit 10.2  


 
 

SECOND AMENDING AGREEMENT    
    


        THIS AGREEMENT is made as of November 6th, 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;



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



	C.
	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 Second 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 by deleting the reference to "November 6,
2006" in Section 1.1.120 and replacing it with a reference to "November 28,
2006" such that November 28, 2006 will be the "Termination Date" for the purposes of the Loan Agreement. 


3.     Conditions Precedent to Loan Agreement Amendments  



        The obligation of the Lender to agree to the amendment herein 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 August 1st, 2006 shall have occurred;



	(d)
	payment
in full of all reasonable invoiced fees, including for greater certainty, a Renewal Fee of 0.375% 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. 




4.     Loan Agreement  


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


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5.     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. The Lender acknowledges that, concurrent with any Future
Advance, MID Islandi sf will be granted a second ranking charge on the shares of AmTote on terms and conditions substantially similar to the New Security. 


6.     Counterparts  



        This Second 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 Second Amending Agreement has been executed by the parties hereto as of the date first written above. 



	 	 	MAGNA ENTERTAINMENT CORP., as Borrower
	
 	
 	

By:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 Name: William G. Ford

Title: Secretary






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	 	 	BAY MEADOWS OPERATING COMPANY LLC, as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related thereto
	
 	
 	

By:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 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:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 Name: William G. Ford

Title: Secretary






4







 


	 	 	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:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 Name: William G. Ford

Title: Secretary







	 





	 	 	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:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 Name: William G. Ford

Title: Secretary






5







 


	 	 	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:	

          /s/ Blake S. Tohana
 Name: Blake S. Tohana

Title: Executive Vice-President and CFO
	
 	
 	

By:	

          /s/ William G. Ford
 Name: William G. Ford

Title: Secretary








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	 	 	BANK OF MONTREAL, acting through its Chicago lending office, as Lender
	
 	
 	

By:	

          /s/ Signed
 Name:

Title:







	 





	 	 	BANK OF MONTREAL, acting through its Chicago lending office, as Agent
	
 	
 	

By:	

          /s/ Signed
 Name:

Title:






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SECOND AMENDING AGREEMENT