EXHIBIT 10.25
EXECUTION COPY

MAGNA ENTERTAINMENT CORP.
as Borrower

 and 

THE GUARANTORS SET FORTH
ON THE SIGNATURE PAGES HEREOF
as Guarantors

 and 

BANK OF MONTREAL, ACTING THROUGH ITS
CHICAGO LENDING OFFICE
as Lender

 and 

BANK OF MONTREAL, ACTING THROUGH ITS
CHICAGO LENDING OFFICE
as Agent

 and 

BMO NESBITT BURNS INC., A DIVISION OF BANK OF MONTREAL
as Arranger

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AMENDED AND RESTATED
CREDIT AGREEMENT

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Dated as of October 10, 2003

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TABLE OF CONTENTS

Page

ARTICLE 1.  INTERPRETATION

|1.1.  |  | Definitions                                |  | 2 
|----- |  | ------------------------------------------ |  | --
|1.2.  |  | Gender and Number                          |  | 19
|1.3.  |  | Certificate of the Agent as to Rates, etc. |  | 19
|1.4.  |  | Invalidity, etc.                           |  | 20
|1.5.  |  | Headings, etc.                             |  | 20
|1.6.  |  | Governing Law                              |  | 20
|1.7.  |  | Attornment                                 |  | 20
|1.8.  |  | Judgment Currency                          |  | 20
|1.9.  |  | Waiver of Jury                             |  | 21
|1.10. |  | References                                 |  | 21
|1.11. |  | Currency                                   |  | 21
|1.12. |  | This Agreement to Govern                   |  | 21
|1.13. |  | Generally Accepted Accounting Principles   |  | 21
|1.14. |  | Determination of Amount of Loans           |  | 21
|1.15. |  | Computation of Time Periods                |  | 22
|1.16. |  | Actions on Days Other Than Banking Days    |  | 22
|1.17. |  | Oral Instructions                          |  | 22
|1.18. |  | Incorporation of Schedules                 |  | 22

ARTICLE 2.  CREDIT FACILITY

|2.1. |  | Establishment of Credit Facility            |  | 22
|---- |  | ------------------------------------------- |  | --
|2.2. |  | Revolving Nature of Operating Facility      |  | 23
|2.3. |  | Repayment under Credit Facility             |  | 23
|2.4. |  | Voluntary Reduction in Aggregate Commitment |  | 23
|2.5. |  | Extension of Credit Facility                |  | 24
|2.6. |  | Increase in Aggregate Commitment            |  | 25

ARTICLE 3.  GENERAL PROVISIONS RELATING TO THE CREDIT FACILITY

|3.1.  |  | Advances                         |  | 25
|----- |  | -------------------------------- |  | --
|3.2.  |  | Selection of Interest Periods    |  | 26
|3.3.  |  | Rollover and Conversion          |  | 26
|3.4.  |  | Payments Generally               |  | 27
|3.5.  |  | Disturbance of Libor Market      |  | 27
|3.6.  |  | Change in Circumstances          |  | 28
|3.7.  |  | Illegality                       |  | 29
|3.8.  |  | Indemnity                        |  | 30
|3.9.  |  | Proceedings in Respect of Claims |  | 31
|3.10. |  | Evidence of Indebtedness         |  | 33
|3.11. |  | Several Obligations              |  | 33

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ARTICLE 4.  LETTERS OF CREDIT

|4.1. |  | Procedures Relating to Letters of Credit |  | 33
|---- |  | ---------------------------------------- |  | --
|4.2. |  | Reimbursement                            |  | 34
|4.3. |  | L/C Lender Not Liable                    |  | 34
|4.4. |  | Letter of Credit Fees                    |  | 35
|4.5. |  | Overdue Amounts                          |  | 35
|4.6. |  | Acceleration                             |  | 36
|4.7. |  | Conflict                                 |  | 36

ARTICLE 5.  INTEREST AND FEES

|5.1. |  | Interest Rates                      |  | 36
|---- |  | ----------------------------------- |  | --
|5.2. |  | Calculation and Payment of Interest |  | 36
|5.3. |  | Stand-by Fee                        |  | 37
|5.4. |  | Payment of Costs and Expenses       |  | 37
|5.5. |  | Interest on Overdue Amounts         |  | 38

ARTICLE 6.  REPRESENTATIONS AND WARRANTIES

|6.1. |  | Representations and Warranties             |  | 38
|---- |  | ------------------------------------------ |  | --
|6.2. |  | Survival of Representations and Warranties |  | 44

ARTICLE 7.  COVENANTS

|7.1. |  | Affirmative Covenants |  | 44
|---- |  | --------------------- |  | --
|7.2. |  | Negative Covenants    |  | 49
|7.3. |  | Environmental Matters |  | 51

ARTICLE 8.  CONDITIONS PRECEDENT

|8.1. |  | Conditions Precedent to Closing  |  | 53
|---- |  | -------------------------------- |  | --
|8.2. |  | Conditions Precedent to Advances |  | 55

ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES

|9.1. |  | Events of Default     |  | 56
|---- |  | --------------------- |  | --
|9.2. |  | Remedies Upon Default |  | 58
|9.3. |  | Distributions         |  | 58

ARTICLE 10.  GUARANTY

|10.1. |  | Guaranty                         |  | 59
|----- |  | -------------------------------- |  | --
|10.2. |  | Guaranty Absolute                |  | 59
|10.3. |  | Waiver                           |  | 60
|10.4. |  | Continuing Guaranty; Assignments |  | 60
|10.5. |  | Subrogation                      |  | 61

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ARTICLE 11.  THE AGENT AND THE ADMINISTRATION OF THE CREDIT FACILITY

|11.1.  |  | Appointment and Authorization                           |  | 61
|------ |  | ------------------------------------------------------- |  | --
|11.2.  |  | Duties and Obligations of Agent                         |  | 62
|11.3.  |  | Prompt Notice to the Lenders                            |  | 63
|11.4.  |  | Agent's Authority to Deal with Borrower                 |  | 63
|11.5.  |  | Dealings by Borrower with Agent                         |  | 63
|11.6.  |  | Independent Credit Decisions                            |  | 63
|11.7.  |  | Indemnification                                         |  | 64
|11.8.  |  | Successor Agent                                         |  | 64
|11.9.  |  | Action by and Consent of Lenders; Waiver and Amendments |  | 65
|11.10. |  | Funding of Advances                                     |  | 65
|11.11. |  | Remittance of Payments                                  |  | 66
|11.12. |  | Redistribution of Payments                              |  | 67
|11.13. |  | Notification of Default                                 |  | 67
|11.14. |  | Taking and Enforcement of Remedies                      |  | 67
|11.15. |  | Adjustments to Reflect Rateable Portions                |  | 68
|11.16. |  | No Partnership                                          |  | 69

ARTICLE 12.  GENERAL

|12.1.  |  | Reliance and Non-Merger    |  | 69
|------ |  | -------------------------- |  | --
|12.2.  |  | Confidentiality            |  | 69
|12.3.  |  | No Set-Off by the Borrower |  | 69
|12.4.  |  | Employment of Experts      |  | 69
|12.5.  |  | Reliance by the Lenders    |  | 70
|12.6.  |  | Notices                    |  | 70
|12.7.  |  | Time                       |  | 71
|12.8.  |  | Further Assurances         |  | 71
|12.9.  |  | Assignment                 |  | 71
|12.10. |  | Exchange of Information    |  | 73
|12.11. |  | Counterparts               |  | 73
|12.12. |  | Entire Agreement           |  | 73
|12.13. |  | Liability of Arranger      |  | 73

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SCHEDULE
1.1.9
Applicable Margin and Stand-by Fee

SCHEDULE
1.1.19
Borrowing Notice

SCHEDULE
1.1.43
Excluded Subsidiaries

SCHEDULE
1.1.65
Lender's Commitments

SCHEDULE
6.1.18
Material Subsidiaries

SCHEDULE
7.1.13
Form of Compliance Certificate

SCHEDULE
12.9.4
Assignment and Assumption Agreement

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THIS AMENDED AND RESTATED CREDIT AGREEMENTis dated as of October 10, 2003

AMONG:

| |  | MAGNA ENTERTAINMENT CORP., as Borrower                                
| |  | ----------------------------------------------------------------------
| |  | -and -                                                                
| |  | THE GUARANTORS SET FORTH ON THE SIGNATURE PAGES HEREOF, as Guarantors 
| |  | -and -                                                                
| |  | BANK OF MONTREAL, acting through its Chicago lending office, as Lender
| |  | -and -                                                                
| |  | BANK OF MONTREAL, acting through its Chicago lending office, as Agent 
| |  | -and -                                                                
| |  | BMO NESBITT BURNS INC., a division of Bank of Montreal, as Arranger   

RECITALS:

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NOW THEREFORE THIS AGREEMENT WITNESSESthat, in consideration of the covenants and agreements herein contained, the parties hereto agree
as follows:

ARTICLE 1.  INTERPRETATION

1.1.  Definitions

For the purposes of this Agreement:



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accrued,
whether paid or not, by such Person during such period, determined on a consolidated basis (excluding, in the case of the Borrower, the foregoing amounts in respect of all Subsidiaries of the
Borrower which were Excluded Subsidiaries as at the last day of such period) in accordance with GAAP. For the purpose of this definition, (i) interest on Subordinated Debt, and
(ii) amounts payable under or receivable pursuant to interest rate hedging arrangements (including interest swap arrangements) in respect of which no default has occurred and is continuing
shall, without duplication, be taken into account in calculating Total Interest Expense;

1.1.121. "U.S. dollars"means lawful money of the United States of America;

1.1.122. "Voting Interests"means shares of capital stock issued by a corporation (or other equivalent ownership interests in any other
Person), the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the
right so to vote has been suspended by the happening of such a contingency; and

1.1.123. "Wells Fargo Consent"means the amendment and consent between Wells Fargo Bank, National Association and each of the Santa Anita
Subsidiaries dated as of October 10, 2003 pursuant to which, among other things, Wells Fargo Bank, National Association consents to (i) the execution, delivery and performance of the
Guaranties by the Santa Anita Subsidiaries, and (ii) the execution, delivery and performance by The Santa Anita Companies, Inc. of the Santa Anita Mortgage.

1.2.  Gender and Number

Words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3.  Certificate of the Agent as to Rates, etc.

A certificate of the Agent on behalf of the Lenders certifying the amount of the Applicable Margin, the Letter of Credit Fee, the Base Rate, the Federal Funds
Effective Rate or Libor at any particular time in respect of any Loan made or maintained or to be made or maintained by the Lenders or any of them hereunder shall beprima
facieevidence thereof. No provision hereof shall be construed so as to require the Agent or any Lender to issue a certificate at any particular time.

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1.4.  Invalidity, etc.

Each of the provisions contained in any Loan Document is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of such Loan Document or of any other Loan Document. Without
limiting the generality of the foregoing, if any amounts on account of interest or fees or otherwise payable by the Borrower or the Guarantors to the Agent or the Lenders hereunder exceed the maximum
amount recoverable under Applicable Law, the amounts so payable hereunder shall be reduced to the maximum amount recoverable under Applicable Law.

1.5.  Headings, etc.

The division of a Loan Document into articles, sections and clauses, the inclusion of a table of contents and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of such Loan Document.

1.6.  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts wholly to be performed
within such State.

1.7.  Attornment

Each of the parties hereto irrevocably and unconditionally submits and attorns, for itself and its property, to the non-exclusive jurisdiction of any
court of the State of New York or federal court of the United States of America sitting in the County and State of New York, and any appellate court therefrom for all matters
arising out of or in connection with this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard in any such State of New York court or, to the extent permitted by law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.

1.8.  Judgment Currency

All amounts to be paid pursuant to this Agreement shall be payable when due in U.S. dollars, in the full amount due, without deduction for any variation in
any rate of exchange (as defined below). Each party hereto hereby agrees to indemnify the other parties hereto against any loss incurred by any of them as a result of any judgment or order being given
or made for the amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than U.S. dollars and as a result of any variation as
between (a) the rate of exchange at which the amount in U.S. dollars is converted into the Judgment Currency for the purpose of such judgment or order and (b) the rate of exchange
at which such party is then able to purchase U.S. dollars with the amount of the Judgment Currency actually received by it. The term "rate of exchange" shall include any premiums and costs of
exchange payable in connection with the purchase of, or conversion into, the relevant currency with or from U.S. dollars.

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1.9.  Waiver of Jury

The Borrower, each Guarantor, the Agent, the Arranger and the Lenders hereby irrevocably waive all right to trial by jury in any action, proceeding or
counterclaim (whether based in contract, tort or otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated hereby, the Advances or any actions by the Agent, the
Arranger or any Lender in the negotiation, administration, performance or enforcement thereof.

1.10.  References

Except as otherwise specifically provided, reference in any Loan Document to any contract, agreement or any other instrument (including, without limitation, any
other Loan Document) shall be deemed to include references to the same as varied, amended, restated, supplemented or replaced from time to time and reference in any Loan Document to any enactment,
including without limitation, any statute, law, by-law, regulation, ordinance or order, shall be deemed to include references to such enactment as re-enacted, amended or
extended from time to time.

1.11.  Currency

Except as otherwise specifically provided herein, all monetary amounts in this Agreement are stated in U.S. dollars.

1.12.  This Agreement to Govern

If there is any inconsistency between the terms of this Agreement and the terms of any other Loan Document, or if any matter set forth in a Letter of Credit
Agreement or Letter of Credit is otherwise addressed herein, the provisions hereof shall prevail.

1.13.  Generally Accepted Accounting Principles

Except as otherwise specifically provided herein, all accounting terms shall be applied and construed in accordance with GAAP (including, without limitation,
determining the amount of any Contingent Liability). For the purpose of determining compliance with the financial covenants set forth in section 7.1.18 and the calculation of the
Applicable Margin, unless expressly provided to the contrary or unless the Agent (with the consent of the Majority Lenders) otherwise agrees at the request of the Borrower, all computations shall be
calculated on a consolidated basis (but excluding the Excluded Subsidiaries), and for the purposes of including the operating results from any Acquisition on a pro forma basis for the financial
covenants set out in section 7.1.18, the Borrower shall include such operating results in determining compliance with the financial covenants in good faith, making such adjustments, assumptions
and changes necessary to reflect differences in accounting policies or principles which are permitted or required to be made to pro forma financial statements pursuant to the Securities Acts,
and the rules and regulations promulgated thereunder, including Regulation S-X.

1.14.  Determination of Amount of Loans

For the purpose of determining the amount of Loans or any Loan at any time, there shall be deemed to be outstanding and advanced in addition to amounts
outstanding and directly advanced, without duplication and without affecting other provisions hereof regarding the basis for the calculation of interest or fees, the maximum amount of all contingent
liabilities of the Lenders pursuant to Letters of Credit then outstanding.

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1.15.  Computation of Time Periods

Except as otherwise specifically provided herein, in the computation of a period of time from a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each mean "to but excluding".

1.16.  Actions on Days Other Than Banking Days

Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and
such day is not a Banking Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or
such action shall be taken on the first Banking Day after such day and interest and fees shall be calculated accordingly. If the payment of any amount is deferred for any period under this section,
then such period shall, unless otherwise provided herein, be included for purposes of the computation of any interest or fees payable hereunder.

1.17.  Oral Instructions

Notwithstanding any other provision herein regarding the delivery of notices, including Borrowing Notices, by the Borrower, the Agent shall in its sole discretion
be entitled to act upon the oral instructions of the Borrower, or any Person reasonably believed by the Agent to be a Person authorized by the Borrower to give instructions, regarding any request for
an Advance, Rollover, Conversion or issuance of Letters of Credit. All such oral instructions shall be at the risk of the Borrower and must be confirmed in writing by the Borrower on the same Banking
Day as the verbal instruction is given. The Agent shall not be responsible for any error or omission in such instructions or in the performance thereof except in the case of gross negligence, wilful
misconduct, fraud or illegal acts by the Agent or any of its officers, directors, employees, agents or representatives.

1.18.  Incorporation of Schedules

The following schedules annexed hereto shall, for all purposes hereof, form part of this Agreement:

|Schedule 1.1.9  |  | Applicable Margin and Stand-by Fee 
|--------------- |  | -----------------------------------
|Schedule 1.1.19 |  | Borrowing Notice                   
|Schedule 1.1.43 |  | Excluded Subsidiaries              
|Schedule 1.1.65 |  | Lender's Commitments               
|Schedule 6.1.18 |  | Material Subsidiaries              
|Schedule 7.1.13 |  | Form of Compliance Certificate     
|Schedule 12.9.4 |  | Assignment and Assumption Agreement

ARTICLE 2.  CREDIT FACILITY

2.1.  Establishment of Credit Facility



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2.2.  Revolving Nature of Operating Facility

The Borrower may, until the Termination Date, increase or decrease the Obligations under the Credit Facility by making drawdowns, repayments and further drawdowns
up to the Aggregate Commitment from time to time. The Aggregate Commitment and each of the Lender's Commitments shall be reduced to nil on the Termination Date, and the Borrower shall repay to the
Agent for the account of the Lenders on the Termination Date all amounts then outstanding under the Credit Facility.

2.3.  Repayment under Credit Facility

The Borrower may from time to time (without premium or penalty) on any Banking Day repay to the Agent for the account of the Lenders, Loans or portions thereof
under the Credit Facility, provided that any such repayment (i) if Bank of Montreal is the only Lender hereunder (a) shall be in an amount of at least $100,000 and any greater amount
shall be an integral multiple of $10,000 and (b) shall be effected on the same Banking Day on which notice in writing is provided to the Agent if received prior to 12:00 noon (Chicago time) or
on the next succeeding Banking Day if not received by such time, in either case, such notice, once given, shall be irrevocable and binding upon the Borrower, or (ii) if Bank of Montreal is not
the only Lender hereunder, (x) shall be in an amount of at least $1,000,000 and any greater amount shall be an integral multiple of $100,000, and (y) shall only be effected on at least
three Banking Days' notice in writing to the Agent which notice, once given, shall be irrevocable and binding upon the Borrower, and (iii) any repayment of a Libor Loan other than on the
Maturity Date applicable thereto, pursuant to either clause (i) or (ii) of this section 2.3, shall be subject to the payment of the expenses payable pursuant to
section 3.8. Any repayments made under this section 2.3 shall not reduce any Lender's Commitment or the Aggregate Commitment.

2.4.  Voluntary Reduction in Aggregate Commitment

The Borrower shall have the right at any time and from time to time, by giving at least two Banking Days' notice to the Agent which notice, once given, shall be
irrevocable and binding upon the Borrower, to reduce the then applicable Aggregate Commitment to a lower amount which is not less than the principal amount of all Obligations then outstanding under
the Credit Facility. Such notice shall specify the amount of the reduction, which shall be in an integral multiple of $1,000,000. The amount of any such reduction so made by the Borrower shall be
permanent and irrevocable and each Lender's Commitment shall be reduced rateably.

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2.5.  Extension of Credit Facility

On any Banking Day which is at least 60 days prior to the Termination Date, the Borrower may request that the Termination Date be extended to the date
which is 364 days after the date on which its extension request delivered hereunder is accepted by the Lenders pursuant to this section 2.5. The decision of each Lender in this regard
shall be made in its sole discretion. The Agent shall forthwith provide a copy of such extension request to each Lender. Each Lender shall notify the Agent as to whether it consents to the extension
request within 30 days of receipt of such copy from the Agent. If any Lender does not provide such notice within such time, such Lender shall be deemed to have refused such extension. On the
earlier of: (i) the Banking Day next following the date on which the Agent is in receipt of notices from all Lenders; and (ii) the second Banking Day following the last day for receipt
by the Agent of such notices, the Agent shall give written notice to the Borrower and to each of the Lenders advising, with respect to each Lender, whether such Lender has consented to the extension.
If all of the Lenders consent to any such request, the Termination Date shall be extended to the date which is 364 days thereafter. If any Lender (for purposes of this section 2.5, each
a "Non-Consenting Lender") elects not to so extend the Termination Date (or is deemed to not so elect), the Borrower may elect to have one or more substitute Lenders (arranged by the
Borrower at its expense and which, for greater certainty, may include a Lender) assume the Lender's Commitment of such Non-Consenting Lender pursuant to section 12.9.4 (other than
clause (a) thereof). Such assignment shall be made without recourse to, warranty by (except as to title) or expense to the assigning Lender except with respect to past acts of such Lender. If
the full amount of the Lender's Commitment of the Non-Consenting Lender is not so assumed, the Borrower may elect to prepay the Non-Consenting Lender's Rateable Portion of the
Loans outstanding under the Credit Facility on, in respect of any (a) Base Rate Loan, any day; (b) Libor Loans, the applicable Interest Period end dates or such other date provided the
Borrower pays all amounts payable in connection with such prepayment pursuant to section 3.8; and (c) L/C Loans, the applicable Maturity Dates. Upon all such Loans outstanding having
been prepaid in accordance with the foregoing, the Lender's Commitment of such Non-Consenting Lender shall be cancelled and reduced to zero. If (x) the Termination Date has been
extended pursuant hereto, and (y) there remains any Non-Consenting Lender whose Lender's Commitment has not been assumed or whose Rateable Portion of the Loans outstanding under the
Credit Facility have not been prepaid, the Lender's Commitment of such Non-Consenting Lender shall be cancelled and reduced to zero on the old Termination Date and such
Non-Consenting Lender's Rateable Portion of the Loans outstanding under the Credit Facility, together with accrued interest, shall be repaid in full, in each case, on the old Termination
Date.

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2.6.  Increase in Aggregate Commitment

On any Banking Day which is at least 60 days prior to the Termination Date, the Borrower may request that the Aggregate Commitment be increased in an
amount of at least $10,000,000 and any greater amount shall be an integral multiple of $1,000,000. The decision of each Lender in this regard shall be made in its sole discretion. The Agent shall
forthwith provide a copy of such increase request to each Lender. Each Lender shall notify the Agent as to whether it consents to the increase request within 15 days of receipt of a copy from
the Agent, the amount of such increase such consenting Lender agrees to underwrite (up to its Rateable Portion) and, if such Lender is willing to underwrite an amount in excess of its Rateable Portion
of the requested increase, the amount of such excess. If any Lender does not provide such notice within such time, such Lender shall be deemed to have refused such increase. On the earlier of:
(i) the Banking Day next following the date on which the Agent is in receipt of notices from all Lenders; and (ii) the second Banking Day following the last day for receipt by the Agent
of such notices, the Agent shall give written notice to the Borrower and to each of the Lenders advising, with respect to each Lender, whether such Lender has consented to the increase and the amount
of such increase such consenting Lender has agreed to underwrite. The Agent shall have the sole discretion to allocate to Lenders willing to underwrite more than their Rateable Portion of the
requested increase any amounts that other Lenders are not willing to underwrite. If all of the Lenders consent to increase the Aggregate Commitment by the amount requested, subject as hereinafter
provided, the Aggregate Commitment shall be increased by the amount set forth in the request in proportion to each Lender's Rateable Portion if all Lenders agree to the full amount of the requested
increase, or otherwise in such proportion as may be determined by the Agent in its sole discretion. Prior to any increase in the Aggregate Commitment becoming effective, the parties hereto shall enter
into an agreement amending the terms of this Agreement (and any agreement delivered pursuant hereto) to give effect to such increase and to incorporate such changes as the Lenders and Borrower may
agree. If the Borrower and all Lenders are unable to agree to such changes (each disagreeable Lender for purposes of this section 2.6, a "Non-Consenting Lender"), or if any Lender
(for purposes of this section 2.6, each also a "Non-Consenting Lender") does not consent (or is deemed to not so consent) to the full amount of the increase request as aforesaid,
the Borrower may elect to have one or more substitute Lenders (arranged by the Borrower at its expense and which, for greater certainty, may include a Lender) assume the Lender's Commitment of such
Non-Consenting Lender pursuant to section 12.9.4 (other than clause (a) thereof). Such assignment shall be made without recourse to, warranty by (except as to title) or
expense to the assigning Lender except with respect to past acts of such Lender. If the full amount of the Lender's Commitment of the Non-Consenting Lender is not so assumed, the Borrower,
at its option, shall either (a) withdraw its request for such increase and pay all the Agent's and Lenders' reasonable costs and expenses incurred to consider such request, or (b) pay to
the Agent for the account of the Non-Consenting Lender, in an amount equal to, and for application against, the unassumed portion of the Non-Consenting Lender's Rateable
Portion of the Loans outstanding under the Credit Facility; provided, however, such payment shall not be applied to any L/C Loans or, at the Borrower's option, Libor Loans, until the Maturity Date
applicable thereto and, until such application, the proceeds allocated for such purpose shall be held by the Agent for the account of the Lenders and invested on behalf of the Borrower in an
interest-bearing investment (or investments) as security for the repayment of future indebtedness of the Borrower under such L/C Loan or Libor Loan, with interest earned thereon, if any, to be paid to
the Borrower on repayment of such Loans. The amount of such prepayment so made shall be permanent and irrevocable and upon all such Loans outstanding having been prepaid in accordance with the
foregoing, the Lender's Commitment of such Non-Consenting Lender shall be cancelled and reduced to zero. The Borrower shall not be entitled to make more than one request for an increase in
the Aggregate Commitment in any Fiscal Quarter and any request made but withdrawn after the Agent provides the Lenders with a copy of the request pursuant to clause (a) of this
section 2.6 shall constitute a request for such purposes.

ARTICLE 3.  GENERAL PROVISIONS RELATING TO THE CREDIT FACILITY

3.1.  Advances



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3.2.  Selection of Interest Periods

Notwithstanding any other provision hereof:



3.3.  Rollover and Conversion



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3.4.  Payments Generally

All payments in respect of the Credit Facility (in respect of principal, interest, fees or otherwise) shall be made by the Borrower to the Agent no later than
2:00 p.m. (Chicago time) on the due date thereof to the account specified therefor by the Agent at its Branch of Account or to such other accounts in the United States of America as may
be specified by the Agent to the Borrower from time to time. Any payments received after such time shall be considered for all purposes as having been made on the next following Banking Day unless the
Agent otherwise agrees in writing. All payments shall be made by way of immediately available funds.

3.5.  Disturbance of Libor Market

Notwithstanding any other provision hereof, if at any time prior to the commencement of an Interest Period in respect of any proposed Libor Loan, any Lender
determines in good faith (which determination shall be conclusive and binding), and provides a certificate to the Agent with respect to such determination, that with respect to such Libor Loan:



then
the Agent shall forthwith give notice of such determination to the Borrower and each of the other Lenders, and from and after the date of commencement of such Interest Period and for so long as
such conditions shall continue to exist, the Borrower shall not have the right to obtain such Libor Loan from such Lender, and the Borrowing Notice received by the Agent in respect of such Libor Loan
shall, in respect of the Rateable Portion of such Lender, be deemed to be a request of the Borrower for a Base Rate Loan under the Credit Facility.

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3.6.  Change in Circumstances

If the introduction of or any change in any Applicable Law relating to any Lenders, or any change in the interpretation or application thereof by any Governmental
Body or compliance by any Lenders with any request or direction of any Governmental Body:



and
such occurrence has the effect of:



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then
such Lender shall, within 90 days of such Lender actually becoming aware of such increased cost, provide notice thereof to the Agent (with such notice being accompanied by a certificate of
the Lender stating that the Lender is entitled to claim an amount under this section 3.6 in accordance with the terms hereof, setting forth the amount necessary to compensate such Lender, a
detailed explanation of the circumstances giving rise to the request of compensation and a description of the methodology used by the Lender calculating such amounts), and the Agent shall in each case
forthwith advise the Borrower accordingly and provide a copy of such certificate to the Borrower, and the Borrower shall, within 30 days of receipt of such certificate from such Lender, pay to
the Agent for the account of such Lender additional amounts sufficient to fully compensate such Lender for the increased cost set out in such certificate whether as a lump sum(s) or as an increase in
the Applicable Margin, as appropriate; provided, however, that a Lender claiming additional
amounts under this section 3.6 agrees to use reasonable efforts (consistent with its legal and regulatory restrictions) to designate a different applicable lending office if the making of such
a designation would avoid the need for, or materially reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise
commercially disadvantageous to such Lender. If a Lender is not able to obviate its requirement for compensation under this section 3.6 by designating a different applicable lending office, the
Borrower may elect within such 30-day period to have one or more substitute Lenders (arranged by the Borrower at its expense) assume, and the Lender shall promptly after receipt of notice
of such election assign, its rights and obligations under this Agreement, the other Loan Documents and the Subordination Agreement to such other Person chosen by the Borrower in accordance with
section 12.9.4 (other than clause (a) thereof) and provided that all principal, interest and other amounts owing hereunder are paid in full to such Lender, and all of the Lenders' costs
and expenses are reimbursed for such assignment, if such assignment would allow the Borrower, either at that time or in the reasonably foreseeable future, to avoid having to pay such amounts. Such
assignment shall be made without recourse to, warranty by (except as to title) or expense to the assigning Lender except with respect to past acts of such Lender. No claim for compensation may be made
by a Lender under this section 3.6 unless such Lender is also claiming such compensation from a majority of its most creditworthy customers with credit facilities and loans outstanding
thereunder similar to the Credit Facility and Loans outstanding hereunder against whom it is entitled to make such claim. The above-referenced certificate as to the amount of such increased cost,
submitted to the Borrower by the Agent on behalf of such Lender, shall beprima facieevidence of the amount of compensation required to be paid
hereunder by the Borrower to the Agent for the account of such Lender.

3.7.  Illegality

If the introduction of or change to any present or future Applicable Law, or any change in the interpretation or application thereof by any Governmental Body,
shall make it unlawful for any Lender to make or maintain any Loan or any relevant portion thereof or to give effect to its obligations in respect of such Loan as contemplated hereby, such Lender may,
by notice to the Borrower and to the Agent, declare that its obligations hereunder in respect of such Loan shall be terminated, and thereupon, subject as hereinafter provided in this
section 3.7, the Borrower shall prepay to such Lender forthwith (or at the end of such period to which the Lender shall in its discretion have agreed) all of the Obligations to such Lender in
respect of such Loan including all amounts payable in connection with such prepayment pursuant to section 3.8. If there are any types of Loans hereunder that are not so affected, the Borrower
may by notice in writing to the Agent convert the Loans which are affected into one of the types of Loans that are not so affected. Any repayments made under this section 3.7 shall not reduce
any Lender's Commitment or Aggregate Commitment; provided, however, at its option, the Borrower may permanently and irrevocably reduce or terminate (as the case may be) the Lender's Commitment of any
such Lender on the giving of such notice (and, for greater certainty, no other Lender shall be responsible therefor) and the Aggregate Commitment shall be reduced by the amount and at the time of any
prepayment so made.

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3.8.  Indemnity



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3.9.  Proceedings in Respect of Claims



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3.10. Evidence of Indebtedness

The Agent shall maintain and keep, at its Branch of Account, accounts showing the amount of all Loans advanced by each of the Lenders, from time to time and the
dates thereof and the interest, fees and other charges accrued thereon or applicable thereto from time to time, and all payments of principal (including prepayments), interest and fees and other
payments made by the Borrower to the Agent from time to time under the Credit Facility. Such accounts maintained by the Agent on behalf of itself and each of the Lenders shall be prima facieevidence of
the matters recorded therein.

3.11. Several Obligations

The obligations of each Lender under this Agreement are several. No Lender shall be responsible for any failure or alleged failure on the part of any other Lender
to duly perform its obligations under the terms of this Agreement or any Loan Document, nor shall the obligations of the Borrower to any Lender be diminished or affected by any failure or alleged
failure on the part of any other Lender to duly perform its obligations under the terms of this Agreement or any Loan Document.

ARTICLE 4.  LETTERS OF CREDIT

4.1.  Procedures Relating to Letters of Credit



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4.2.  Reimbursement



4.3.  L/C Lender Not Liable



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4.4.  Letter of Credit Fees

The Borrower shall pay the Letter of Credit Fee to the L/C Lender in advance in quarterly instalments (except that the first such instalment shall be in respect
of the period from the date the Letter of Credit is issued to the last day of the then current Fiscal Quarter) for the period from and including the date of issuance of the Letter of Credit to and
including the stated expiry date thereof, on an amount equal to the stated amount of the Letter of Credit, with the first such payment due and payable on the date of issuance of the applicable Letter
of Credit. Upon a change to the Letter of Credit Fee for any Fiscal Quarter, occurring as a result of an adjustment to the Applicable Margin for Libor Loans for such Fiscal Quarter or as a result of
changes to the Second Amended and Restated Credit Agreement provided for in this Agreement, the Letter of Credit Fee shall be retroactively adjusted to the first day of the then current Fiscal Quarter
(or, in the case of the first instalment in respect of the applicable Letter of Credit Fee, to the date of issuance of the Letter of Credit) or the date of this Agreement, as the case may be. Where
there has been an adjustment to the Applicable Margin for Libor Loans, then on the date on which the next instalment in respect of the Letter of Credit Fee is due and payable or if no such fee is
payable, within 10 Banking Days of the receipt of notice from one party to the other requesting payment, or refund of an overpayment, of a Letter of Credit Fee: (i) the L/C Lender shall pay to
the Borrower an amount equal to any overpayment by the Borrower in respect of the Letter of Credit Fee for the then current Fiscal Quarter; or (ii) the Borrower shall pay to the L/C Lender an
amount equal to any underpayment by the Borrower in respect of the Letter of Credit Fee for the then current Fiscal Quarter, as the case may be. If the Letter of Credit is drawn, in whole or in part,
is withdrawn or otherwise ceases to have effect (other than due to an Event of Default) prior to its stated expiry date, the L/C Lender shall reimburse the Borrower for any overpaid Letter of Credit
Fee within 30 days of such occurrence. If an Event of Default has occurred and is continuing at the time of such early expiry, the amount of such overpaid Letter of Credit Fee shall be paid by
the L/C Lender to the Agent to be applied thereby in accordance with section 9.3.

4.5.  Overdue Amounts

Without limiting any other provision of this Agreement, if the Borrower shall fail to reimburse the L/C Lender in respect of any payments made by the L/C Lender
under a Letter of Credit as contemplated in section 4.2.2, the L/C Lender may at any time thereafter notify the Agent (which shall thereupon deliver a similar notice to each of the Lenders
which has a Lender's Commitment) of such failure and such notification shall be deemed to have been delivery of a Borrowing Notice in the amount of such payments on and subject to the terms hereof.
Each Lender that has a Lender's Commitment shall forthwith credit the account of the L/C Lender with such Lender's Rateable Portion of such payments, the amount of such payments shall be deemed to
constitute a Base Rate Loan made by the Lenders under the Credit Facility and which is
outstanding, and, without limiting the terms and conditions applicable to such Base Rate Loan, shall be due and payable when a Base Rate Loan is due and payable in accordance with the provisions
hereof.

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4.6.  Acceleration

Upon the Agent making a declaration under section 9.2, the maximum amount of the contingent liability of the L/C Lender under any Letter of Credit which is
then outstanding shall immediately become due and payable notwithstanding that the L/C Lender has not at such date been required to make payment under any such Letter of Credit. Any such amount
deposited with the L/C Lender shall be held by the L/C Lender and invested on behalf of the Borrower in an interest-bearing investment (or investments) as security for the repayment of future
indebtedness of the Borrower to the L/C Lender in respect of Letters of Credit which are drawn down pending the expiry of all outstanding Letters of Credit.

4.7.  Conflict

Each Letter of Credit shall be subject to the L/C Lender's customary letter of credit terms and procedures from time to time in effect and shall be in a form
acceptable to the L/C Lender. The Borrower shall execute and deliver such standard form applications, agreements, indemnities, bonds and other assurances as the L/C Lender may reasonably require from
time to time with respect to Letters of Credit (each, a "Letter of Credit Agreement"). A Letter of Credit shall in no event contain provisions requiring the L/C Lender to satisfy itself, prior to
payment thereunder, as to any conditions for a drawing thereunder other than the presentation of prescribed documents. If the provisions set forth in the L/C Lender's customary letter of credit
documentation set forth terms beyond or inconsistent with that set forth herein, the provisions of this Agreement in respect thereof shall prevail. Notwithstanding the foregoing, if there is any
inconsistency between the terms of a Letter of Credit Agreement, this Agreement and the Uniform Customs and Practice for Documentary Credits as most recently published by the International Chamber of
Commerce (the "UCP") or The International Standby Practices as most recently approved by the International Chamber of Commerce Banking Commission (the "ISP"), then the terms of the UCP or ISP, as
applicable, shall prevail to the extent of the inconsistency.

ARTICLE 5.  INTEREST AND FEES

5.1.  Interest Rates



5.2.  Calculation and Payment of Interest



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5.3.  Stand-by Fee

The Borrower shall pay to the Agent for the account of the Lenders on the third Banking Day following the end of each Fiscal Quarter, in arrears, a
stand-by fee on the amount, if any, by which the Aggregate Commitment exceeds the amount of the Loans outstanding under the Credit Facility on each day in such Fiscal Quarter equal to the
rate per annum set out in Schedule 1.1.9 corresponding to the ratio of Total Funded Debt to EBITDA as calculated at the beginning of such Fiscal Quarter (and based on a year of 365 or
366 days, as the case may be).

5.4.  Payment of Costs and Expenses

Whether or not the Borrower takes advantage of the Credit Facility, the Borrower shall pay to the Agent, for itself and, if applicable, each of the Lenders, on
demand the following costs and expenses:





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5.5.  Interest on Overdue Amounts

If any Obligations are not paid when due or an Event of Default has occurred and is continuing, all amounts owing or deemed to be owing hereunder, whether in
respect of principal, interest, fees, expenses or otherwise, both before and after judgment, and in the case of expenses from the dates such expenses are invoiced to the Borrower, shall bear interest
at a rate per annum determined on a daily basis that is equal to the Base Rate plus (in each case) 2.5% per annum, in each case calculated on the basis of the actual number of days elapsed and on the
basis of a year of 365 or 366 days, as the case may be. Such interest shall accrue from day to day, be payable in arrears on demand and shall be compounded monthly on the last Banking Day of
each calendar month. For the purpose of this section, "Banking Day" shall have the meaning given to such term in clause (i) of section 1.1.11.

ARTICLE 6.  REPRESENTATIONS AND WARRANTIES

6.1.  Representations and Warranties

The Borrower represents and warrants to the Agent on behalf of the Lenders as follows:



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6.2.  Survival of Representations and Warranties

The Borrower acknowledges and agrees that the representations and warranties made by it in this Article 6 shall be deemed to be repeated on the last day of
each Fiscal Quarter, with the same effect as if such representations and warranties had been made and given on and as of such day, notwithstanding any investigation made at any time by the Agent or
any of the Lenders or on their behalf, including, without limitation, the due diligence review referred to in section 6.1.32; except that if any such representation and warranty is specifically
given as of any particular date or particular period of time and relates only to such date or period of time, then such representation and warranty shall continue to be given as at such date or for
such period of time.

ARTICLE 7.  COVENANTS

7.1.  Affirmative Covenants

So long as any Loan remains outstanding or so long as the Borrower has the right to utilize the Credit Facility, and unless the Agent on behalf of the Lenders
otherwise consents in writing, the Borrower covenants and agrees that, with effect from May 1, 2002:



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7.2.  Negative Covenants

So long as any Loan remains outstanding or so long as the Borrower has the right to utilize the Credit Facility, and unless the Agent on behalf of the Lenders
otherwise consents in writing, the Borrower covenants and agrees that it and each Material Subsidiary shall not from and after May 1, 2002:



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7.3.  Environmental Matters



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ARTICLE 8.  CONDITIONS PRECEDENT

8.1.  Conditions Precedent to Closing

The obligations of the Lenders to make available the Credit Facility or any part thereof to the Borrower are subject to compliance, on or before the Closing Date,
with each of the following conditions precedent (each of which has been satisfied), which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the
Agent (at the direction of the Lenders in their sole discretion):



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The
parties acknowledge and agree that, upon satisfaction of the conditions precedent in this section 8.1, the letters of credit outstanding under the Second Amended and Restated Credit
Agreement shall be deemed to be Letters of Credit hereunder.

8.2.  Conditions Precedent to Advances

The obligation of the Lenders to make any Advances (other than a Rollover or Conversion) is subject to compliance, on or before the relevant Borrowing Date, with
each of the following conditions precedent, which conditions precedent are for the sole and exclusive benefit of the Lenders and may be waived in writing by the Agent (at the direction of the Lenders
in their sole discretion):



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ARTICLE 9.  EVENTS OF DEFAULT AND REMEDIES

9.1.  Events of Default

The occurrence of any of the following events shall constitute an Event of Default:



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9.2.  Remedies Upon Default

Upon the occurrence of any Event of Default, subject to any applicable cure period, the Agent may, and at the direction of the Majority Lenders shall, by notice
given to the Borrower:





9.3.  Distributions

During the occurrence and continuance of an Event of Default, all distributions under or in respect of any of the Loan Documents shall be held by the Agent on
account of the Obligations without prejudice to any claim by the Agent and the Lenders for any deficiency after such distributions are received by the Agent and the Borrower shall remain liable for
any such deficiency. All such distributions may be applied to such part of the Obligations as the Lenders may see fit in their sole discretion, or, in the event the Lenders fail to advise the Agent of
their determination, by the Agent. The Lenders may at any time change any such appropriation of any such distributions or other moneys received by the Agent and may reapply the same to any other part
of the Obligations as the Lenders may from time to time in their sole discretion see fit, notwithstanding any previous application.

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ARTICLE 10.  GUARANTY

10.1.    Guaranty



10.2.    Guaranty Absolute

Each Guarantor guarantees that the Guaranteed Obligations will be paid in accordance with the terms of the Loan Documents, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty
are independent of the Guaranteed Obligations or any other Obligations of the Borrower or any other Guarantor under the Loan Documents, and a separate action or actions may be brought and prosecuted
against such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Guarantor or whether the Borrower or any other Guarantor is joined in
any such action or actions. The liability of such Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives to the
extent permitted by applicable law, any defenses it may now or hereinafter have in any way relating to, any or all of the following:

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This
Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations made by the Guarantors is
rescinded or must otherwise be returned by the Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

10.3.    Waiver

Each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that the Agent or any Lender exhaust any right or take any action against the Borrower or any other Person. Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents and that the waiver set forth in this section 10.3 is knowingly made in contemplation of such benefits.

10.4. Continuing Guaranty; Assignments

This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible payment in full of the Guaranteed Obligations,
(b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders, the Agent and their respective successors and assigns.
Without limiting the generality of the foregoing clause (c), any Lender may assign or transfer all or any portion of its rights and obligations hereunder (including, without limitation, all or
any portion of its Lender's Commitment and the Advances owing to it) to any assignee or transferee pursuant to and in accordance with section 12.9, and such assignee or transferee shall
thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.

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10.5.    Subrogation

No Guarantor shall exercise any rights that it may now or hereafter acquire against the Borrower or any other Guarantor that arise from the existence, payment,
performance or enforcement of any Guarantor's Obligations under this Agreement
or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of
the Agent or any Lender against the Borrower or any other Guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower or any other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment
or security on account of such claim, remedy or right, unless and until all of the Loans and all other amounts payable under this Guaranty shall have been paid in full in cash and the Aggregate
Commitment shall have expired or terminated. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time prior to the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, such amount shall be held in trust for the benefit of the Agent and the Lenders and shall forthwith be paid to the Agent to be credited
and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as
collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to the Agent or any Lender of all or any part
of the Guaranteed Obligations, and (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall be paid in full in cash, the Agent and the Lenders will, at
such Guarantor's request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by such Guarantor.

ARTICLE 11.  THE AGENT AND THE ADMINISTRATION OF THE CREDIT FACILITY

11.1.    Appointment and Authorization



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11.2.    Duties and Obligations of Agent

Neither the Agent nor any of its directors, officers, agents or employees (and, for purposes hereof, the Agent shall be deemed to be contracting as agent for and
on behalf of such Persons) shall be liable to any Lender for any action taken or omitted to be taken by it or them under or in connection with this Agreement, any of the other Loan Documents or the
Subordination Agreement (whether before, on or after the date of this Agreement) except for its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing,
the Agent:



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11.3.    Prompt Notice to the Lenders

The Agent shall provide to the Lenders copies of all information, notices and reports given to the Agent by the Borrower as soon as practicable after receipt of
the same, except information, notices and reports (i) relating solely to the role of Agent hereunder, (ii) distributed directly by the Borrower to the Lenders pursuant to this Agreement,
or (iii) otherwise considered by the Agent to be irrelevant or immaterial to the Lenders or to any particular category or group thereof.

11.4.    Agent's Authority to Deal with Borrower

With respect to its own participation in the Credit Facility, the Agent shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent. The Agent may accept deposits from, lend money to, and generally engage in any kind of business with the Company or any Affiliate of any of them and
any Person which may do business with any of them, all as if the Agent were not the Agent hereunder and without any duties to account therefor to the Lenders or to any other Person.

11.5.    Dealings by Borrower with Agent

Unless otherwise specifically provided herein, the Borrower shall deal with the Agent in lieu of the Lenders for all purposes of this Agreement. The Borrower may
rely, and shall be fully protected in so relying, without any obligation to inquire into the correctness thereof, upon any action taken, notice, direction, waiver, consent, determination,
communication or agreement by the Agent purporting to be on behalf of the Majority Lenders or the Lenders hereunder, as the case may be, any of which shall, as regards the Borrower, be deemed to be an
action, notice, direction, waiver, consent, determination, communication or agreement of the Majority Lenders or the Lenders, as applicable.

11.6.    Independent Credit Decisions

Each Lender acknowledges that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into
the financial condition, creditworthiness, condition, affairs, status and nature of the Company. Accordingly, each Lender confirms with the Agent that it has not relied, and will not hereafter rely,
on the Agent (i) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by the Borrower or any other Person under or in connection with this
Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent), or (ii) to assess or keep under review on
its behalf the financial condition, creditworthiness, condition, affairs, status or nature of the Borrower or any of its Subsidiaries. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or its Subsidiaries which may come into the possession of the Agent or any of its officers,
directors, employees or agents. Each Lender acknowledges that a copy of this Agreement, each of the other Loan Documents the Subordination Agreement and the Wells Fargo Consent has been made available
to it for review and each Lender acknowledges that it is satisfied with the form and substance of the same.

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11.7.    Indemnification

Each Lender hereby agrees to indemnify the Agent (to the extent not reimbursed by the Borrower), in accordance with its Rateable Portion, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Agent at any time (including, without limitation, at any time following repayment in full of all Obligations) in any way relating to or arising out of this Agreement, any of the other Loan
Documents or the Subordination Agreement or any action taken or omitted by the Agent hereunder or thereunder or in respect hereof or thereof; provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or wilful misconduct. Without
limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Rateable Portion of any out-of-pocket expenses (including
counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders as against the Borrower under, or the enforcement of, or legal advice in respect of
rights or responsibilities under, this Agreement, the other Loan Documents and the Subordination Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. The
indemnity in this section 11.7 shall survive the payment and satisfaction of all Obligations and the termination of this Agreement.

11.8.    Successor Agent

The Agent may, as hereinafter provided, resign at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Lenders shall have the right to appoint a successor agent (the "Successor Agent") which shall be one of the Lenders. If no Successor Agent shall have been so appointed by the Lenders
and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a Successor
Agent from among the Lenders acceptable to the Borrower acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, such Successor Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations as Agent
under this Agreement. The retiring Agent shall cooperate with the Successor Agent in the performance of its duties for a reasonable period of time after such resignation. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article 11 shall continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was Agent hereunder.

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11.9.    Action by and Consent of Lenders; Waiver and Amendments





11.10.      Funding of Advances



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11.11.      Remittance of Payments



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11.12.      Redistribution of Payments

Except as otherwise expressly contemplated in this Agreement, a Lender (a "Remitting Bank") which obtains any payment (whether voluntary, involuntary, by way of
set-off or otherwise) on account of its portion of a Loan which has not been repaid to the other Lender in accordance with their respective Rateable Portions shall, and the Borrower hereby
irrevocably authorizes any such Lender to, remit such payment or portion thereof to the Agent for redistribution to the Lenders in accordance with their respective Rateable Portions. In any such case,
the Remitting Bank, upon such payment by it to the Agent, shall be deemed for all purposes not to have received from the Borrower that payment so remitted to the Agent, and the Lenders (the "Receiving
Bank") receiving such payment or portions thereof upon a redistribution thereof by the Agent shall be deemed for the purposes hereof to have received such payment or portion thereof (as the case may
be) from the Borrower. If all or part of any such payment made by such Remitting Bank shall be recovered by the Borrower from such Remitting Bank, such amount so paid by such Remitting Bank to the
Agent shall forthwith be repaid by the Receiving Bank to the Agent (for the benefit of the Remitting Bank).

11.13.      Notification of Default

Each Lender shall promptly notify the Agent, and the Agent shall promptly notify each of the Lenders, of any event of which it has actual notice which constitutes
a Default or an Event of Default. The Agent shall not be deemed to have actual notice of the occurrence of a Default or Event of Default unless the Agent has received notice from any of the Lenders or
the Borrower referring to this Agreement, describing the default and stating that the notice is a "Notice of Default".

11.14.      Taking and Enforcement of Remedies



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11.15.      Adjustments to Reflect Rateable Portions

All Loans outstanding under the Credit Facility shall be maintained as between the Lenders according to their respective Rateable Portions, except to the extent
that the Agent deems any variations therefrom to be immaterial and except that the L/C Lender shall solely be responsible for making L/C Loans. The Agent shall determine all adjustments to amounts
required to be advanced by the Lenders or to amounts of payments to which the respective Lenders are entitled to reflect as nearly as practicable the respective Rateable Portions of the Lenders under
the Credit Facility.

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11.16.      No Partnership

Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto shall be deemed to constitute the Lenders a partnership, association, joint
venture or other collective entity.

ARTICLE 12.  GENERAL

12.1.    Reliance and Non-Merger

All covenants, agreements, representations and warranties of the Borrower made herein or in any other Loan Document or in any certificate or other document signed
by any of its directors or officers and delivered by or on behalf of either of them pursuant hereto or thereto are material, shall be deemed to have been relied upon by the Agent and each Lender
notwithstanding any investigation heretofore or hereafter made by the Agent, the Lenders or Lender's Counsel or any employee or other representative of any of them and shall survive the execution and
delivery of this Agreement and the other Loan Documents until there are no Loans outstanding and the Lenders shall have no further obligation to make Advances hereunder. For clarity, this
section 12.1 shall in no way affect the survival of those provisions of this Agreement or any Loan Document which by their terms are stated to survive termination of this Agreement.

12.2.    Confidentiality

Each of the Agent and each of the Lenders 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; provided, however, that this section 12.2 shall
not apply to any information which (i) was lawfully in the public domain at the time of communication to the Agent or such Lender, (ii) lawfully enters the public domain through no fault
of the Agent or such Lender subsequent to the time of communication to the Agent or such Lender, (iii) was lawfully in the possession of the Agent or such Lender free of any obligation of
confidence at the time of communication to the Agent or such Lender, or (iv) was lawfully communicated to the Agent or such Lender free of any obligation of confidence subsequent to the time of
initial communication to the Agent or such Lender.

12.3.    No Set-Off by the Borrower

The amounts payable by the Borrower hereunder shall be made in full and shall not be subject to any deduction, withholding, set-off or counterclaim by
the Borrower for any reason whatsoever.

12.4.    Employment of Experts

The Agent may, at any time and from time to time, at its cost if not a responsibility of the Borrower in section 5.4, retain and employ legal counsel,
independent accountants and other experts in order to perform or assist it in the performance of its rights and powers under this Agreement, the other Loan Documents or the Subordination Agreement and
will advise the Borrower at any time that it elects to do so.

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12.5. Reliance by the Lenders

The Agent and the Lenders shall be entitled to rely upon any schedule, certificate, statement, report, notice or other document or written communication
(including any facsimile, telex or other means of electronic communication) of the Borrower believed by them to be genuine and correct.

12.6. Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic
communication or by hand-delivery or courier as hereinafter provided. Any such notice, if delivered by courier, shall be deemed to be received on the next Banking Day after the date of
delivery thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the day sent if sent prior to 2:00 p.m. (Chicago time) on any
Banking Day or otherwise on the next succeeding Banking Day. Notice of change of address shall also be governed by this section 12.6. Notices and other communications shall be addressed as
follows:









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12.7. Time

Time is of the essence of the Loan Documents.

12.8. Further Assurances

Whether before or after the happening of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver, or cause to be done, made,
executed or delivered by its Subsidiaries or other Persons, all such further acts, documents and things in connection with the Credit Facility and the Loan Documents as the Agent may reasonably
require from time to time for the purpose of giving effect to the Loan Documents all within a reasonable period of time following the request of the Agent.

12.9. Assignment



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12.10. Exchange of Information

Each Lender may provide to any proposed assignee, transferee or participant such information concerning the financial position and the operations of the Company
as, in the opinion of such Lender, may be relevant or useful in connection with the Credit Facility or any portion thereof proposed to be acquired by such assignee, transferee or participant, provided
that each recipient of such information agrees not to disclose such information to any other Person and to be bound by the terms of section 12.2.

12.11. Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.

12.12. Entire Agreement

The Loan Documents constitute the entire agreement between the parties hereto pertaining to the matters therein set forth and supersede and replace any prior
understandings or arrangements pertaining to the Credit Facility. There are no warranties, representations or agreements between the parties in connection with such matters except as specifically set
forth or referred to in the Loan Documents.

12.13. Liability of Arranger

The Borrower, Agent, each Guarantor and each Lender acknowledges and agrees that the Arranger has only acted in an administrative capacity to facilitate the
establishment and/or maintenance of the Credit Facility and has no responsibility to any of them for (a) the adequacy, accuracy, completeness and reasonableness of any representation, warranty,
undertaking, agreement or statement contained in this Agreement, any Loan Document or the Subordination Agreement, or (b) any loss, cost, expense, damage or liability suffered or incurred by
any of them; provided, however, that the Arranger shall have the full benefit of any indemnity of the Borrower or Guarantor provided hereunder or under any other Loan Document, including (without
limitation) section 3.8 hereof.

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

| |  | MAGNA ENTERTAINMENT CORP., as Borrower                                                                                              
| |  | ------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     
| |  | BAY MEADOWS OPERATING COMPANY LLC, as Guarantor, but only with respect to Article 10 and all other provisions related thereto       
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     
| |  | GULFSTREAM PARK RACING ASSOCIATION, INC., as Guarantor, but only with respect to Article 10 and all other provisions related thereto
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     
| |  | By:                                                                                                                                 
| |  |                                                                                                                                     

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| |  | PACIFIC RACING ASSOCIATION, as Guarantor, but only with respect to Article 10 and all other provisions related thereto         
| |  | -------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | MEC LAND HOLDINGS (CALIFORNIA) INC., as Guarantor, but only with respect to Article 10 and all other provisions related thereto
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | THE SANTA ANITA COMPANIES, INC., as Guarantor, but only with respect to Article 10 and all other provisions related thereto    
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | By:                                                                                                                            
| |  |                                                                                                                                

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| |  | LOS ANGELES TURF CLUB, INCORPORATED, as Guarantor, but only with respect to Article 10 and all other provisions related thereto
| |  | -------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | By:                                                                                                                            
| |  |                                                                                                                                
| |  | 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:                                                                                                                            
| |  |                                                                                                                                
| |  | By:                                                                                                                            
| |  |                                                                                                                                

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| |  | BMO NESBITT BURNS INC., a division of Bank of Montreal, as Arranger
| |  | -------------------------------------------------------------------
| |  | By:                                                                
| |  |                                                                    
| |  | By:                                                                
| |  |                                                                    

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