Exhibit 10.1
EIGHTEENTH AMENDING AGREEMENT
THIS AGREEMENT is made as of October 15th, 2008,
BETWEEN:
MAGNA ENTERTAINMENT CORP.
as Borrower (the "Borrower")
- and -
THE GUARANTORS SET FORTH
ON THE SIGNATURE PAGES HEREOF
as Guarantors (collectively, the "Guarantors")
- and -
BANK OF MONTREAL, ACTING THROUGH ITS
CHICAGO LENDING OFFICE
as Lender (the "Lender")
- and -
BANK OF MONTREAL, ACTING THROUGH ITS
CHICAGO LENDING OFFICE
as Agent (the "Agent")
RECITALS:
A.
The Lender has made a certain credit facility available to the
Borrower in accordance with the terms and conditions set out in an amended and
restated credit agreement (the "Loan Agreement") dated as of July 22, 2005,
between the Borrower, the Guarantors, the Lender, the Agent and BMO Nesbitt
Burns Inc., a Division of Bank of Montreal, as arranger, and as amended from
time to time.
B.
The Borrower, the Lender and the Agent have agreed to further
amend the Loan Agreement.
C.
The Guarantors have agreed to confirm the guarantees and security
granted by them in connection with the Loan Agreement.
D.
Article 7 of the Loan Agreement sets out certain affirmative and
negative obligations which the Borrower has covenanted to be bound by and has
agreed to follow unless the Agent, on behalf of the Lender, waives in writing.
NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged) the parties agree as follows:
1.
Interpretation
Capitalized terms not defined in this Eighteenth Amending Agreement have the
meaning given to such terms in the Loan Agreement.
2.
Loan Agreement Amendments
The parties hereto agree to amend the Loan Agreement by deleting the definition
of "Termination Date" in section 1.1.120 and replacing it with the following new
definition of Termination Date:
"TERMINATION DATE" MEANS NOVEMBER 17TH, 2008, OR SUCH EARLIER DATE AS THE ENTIRE
BALANCE OF THE LOANS UNDER THE CREDIT FACILITY MAY BECOME DUE HEREUNDER, WHETHER
BY ACCELERATION OR OTHERWISE; OR, IN EACH CASE, SUCH LATER DATE TO WHICH THE
CREDIT FACILITY HAS BEEN EXTENDED PURSUANT TO SECTION 2.5. FOR GREATER
CERTAINTY, THE LENDER AND THE BORROWER AGREE THAT IF (X) THE MATURITY DATE UNDER
THE BRIDGE LOAN AGREEMENT (AS DEFINED BELOW) IS AMENDED SUCH THAT IT OCCURS
PRIOR TO DECEMBER 1ST, 2008 FOR ANY REASON (OTHER THAN AN EVENT OF DEFAULT
THEREUNDER) OR (Y) UNDER THE GULFSTREAM AGREEMENT (AS DEFINED BELOW) THE
MATURITY DATE OR THE PRE-PAYMENT MAKE-WHOLE AMOUNT FORGIVENESS DATE (AS SUCH
TERM IS DEFINED THEREIN) ARE AMENDED SUCH THAT EITHER OCCURS PRIOR TO
DECEMBER 1ST, 2008 FOR ANY REASON, THEN THE TERMINATION DATE HEREUNDER WILL BE
DEEMED TO BE SUCH DATE THAT IS 14 DAYS PRIOR TO SUCH AMENDED DATE THEREUNDER.
3.
Conditions Precedent to Loan Agreement
Amendments
The obligation of the Lender to agree to the amendment herein, and to make
available any further advances, is subject to fulfillment of the following
conditions precedent on the date hereof:
(A)
WITH RESPECT TO THE