US$110,000,000 CREDIT AGREEMENT DATED AS OF
SEPTEMBER 12, 2007 AMONGST THE BORROWER, AS BORROWER, MID ISLANDI SF, AS LENDER
AND CERTAIN OTHER PARTIES LISTED THEREIN, AS SUCH AGREEMENT HAS BEEN AMENDED ON
THE DATE HEREOF AND AS MAY BE AMENDED FROM TIME TO TIME (THE "BRIDGE LOAN
AGREEMENT"), THE MATURITY DATE SHALL BE EXTENDED SUCH THAT IT OCCURS ON OR LATER
THAN DECEMBER 1ST, 2008;
(B)
WITH RESPECT TO THE THIRD AMENDED AND RESTATED GULFSTREAM PARK
LOAN AGREEMENT DATED DECEMBER 22, 2006 BETWEEN GULFSTREAM PARK RACING
ASSOCIATION, AS BORROWER, AND MID ISLANDI SF., AS LENDER AND CERTAIN OTHER
PARTIES LISTED THEREIN, AS AMENDED FROM TIME TO TIME (THE "GULFSTREAM
AGREEMENT"), THE MATURITY DATE THEREUNDER AND THE PRE-PAYMENT MAKE-WHOLE AMOUNT
FORGIVENESS
2
DATE (AS SUCH TERM IS DEFINED IN THE GULSTREAM AGREEMENT) HAVE BEEN EXTENDED
SUCH THAT EACH OCCURS ON OR LATER THAN DECEMBER 1ST, 2008;
(C)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET OUT IN
SECTION 6.1 OF THE LOAN AGREEMENT ARE TRUE AND CORRECT ON THE DATE HEREOF
PROVIDED IF ANY SUCH REPRESENTATION AND WARRANTY IS SPECIFICALLY GIVEN AS OF ANY
PARTICULAR DATE OR PARTICULAR PERIOD OF TIME, THEN SUCH REPRESENTATION AND
WARRANTY SHALL CONTINUE TO BE GIVEN AS AT SUCH DATE OR SUCH PERIOD OF TIME;
(D)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING OR
WOULD ARISE IMMEDIATELY AFTER GIVING EFFECT TO OR AS A RESULT OF THE AMENDMENT
HEREIN;
(E)
NO MATERIAL ADVERSE CHANGE SINCE MARCH 31ST, 2008 SHALL HAVE
OCCURRED;
(F)
PAYMENT IN FULL OF ALL REASONABLE INVOICED FEES, INCLUDING FOR
GREATER CERTAINTY, AN UPFRONT FEE OF US$400,000 AND ALL REIMBURSABLE
OUT-OF-POCKET EXPENSES PAYABLE BY THE BORROWER ON OR PRIOR TO THE DATE HEREOF
INCLUDING PAYMENT OF ALL REASONABLE FEES, DISBURSEMENTS AND OUT-OF-POCKET
EXPENSES OF COUNSEL TO THE AGENT AND THE LENDERS; AND
(G)
SUCH OTHER DOCUMENTATION OR INFORMATION AS THE LENDER SHALL HAVE
REASONABLY REQUESTED.
4.
Loan Agreement
Save as expressly amended by this Eighteenth Amending Agreement, all other terms
and conditions of the Loan Agreement and each of the Loan Documents remain in
full force and effect, unamended, and this Eighteenth Amending Agreement
constitutes a Loan Document for the purposes of the Loan Agreement.
5.
Confirmation of Guarantee and Security
Each of the Guarantors acknowledges and confirms that (i) the guarantee granted
by it pursuant to Article 10 of the Loan Agreement constitutes a continuing
guarantee of, among other things, all present and future obligations of the
Borrower to the Lender under the Loan Agreement and shall remain in full force
and effect; and (ii) each of the other Loan Documents executed by it shall
remain in full force and effect.
In addition, (i) MEC Land Holdings
(California) Inc. acknowledges and confirms that the Golden Gate Mortgage
constitutes continuing security for the obligations secured thereby and shall
remain in full force and effect, and (ii) The Santa Anita Companies, Inc.
acknowledges and confirms that the Santa Anita Mortgage constitutes continuing
security for the obligations secured thereby and shall