practicable and, in any event,
not later than 14 days
subsequent to the date upon which the Reorganization Plan receives both MID
shareholder approval and court approval, or
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(iv) the date the entire balance of the Loans under the Credit Facility may
become due hereunder, whether by acceleration or otherwise.
(c)
adding a new section 2.3.5 (Repayment under Credit Facility) as
follows:
"Notwithstanding the foregoing, section 2.3.2 and 2.3.3 shall not apply to the
Reorganization Sale Assets and all of the net cash proceeds from the direct or
indirect sale of any of the Reorganization Sale Assets including, without
limitation, the shares of the Subsidiaries that own the relevant Reorganization
Sale Asset, and including any cash received in respect of non-cash proceeds
(including any cash payments received by way of deferred payment of principal
pursuant to a note or instalment receivable or purchase price adjustment
receivable or otherwise, but excluding any interest payments) but only as and
when received, in each case after giving effect to agents' commissions and sale
related expenses (including, without limitation, agents' fees and expenses)
shall be paid to the Agent for the account of the Lenders for application
against
the Obligations outstanding under the Credit Facility. Any prepayment
made hereunder shall permanently reduce and cancel the Lender's Commitment and
the Aggregate Commitment."
3.
Conditions
to Loan Agreement Amendments
The obligation of the Lender to agree to the amendment herein, and to make
available any further advances, is subject to fulfillment of the following
conditions on the dates specified below:
(A)
MID AND THE BORROWER EACH PUBLICLY ANNOUNCE
THE REORGANIZATION PLAN (INCLUDING, WITHOUT LIMITATION, THE PAYMENT TO THE
LENDER OF THE PROCEEDS OF THE REORGANIZATION SALE ASSETS) BY NO LATER THAN
DECEMBER 1ST, 2008;
(B)
ON OR BEFORE DECEMBER 1, 2008, MID, OR AN
AFFILIATE THEREOF (THE "NEW MID LENDER")
SHALL PROVIDE THE BORROWER WITH
ADDITIONAL FINANCING OF NOT LESS THAN US$50,000,000 PURSUANT TO A CREDIT
AGREEMENT ON TERMS AND CONDITIONS SATISFACTORY TO THE AGENT AND THE LENDER,
ACTING REASONABLY, AND WHICH HAS A MATURITY DATE OF NOT EARLIER THAN MARCH 31ST,
2009 (THE "NEW MID LOAN") (SUBJECT TO A RIGHT TO TERMINATE SUCH AGREEMENT ON THE
DATE THAT IS 15 DAYS SUBSEQUENT TO THE BMO EARLY TERMINATION DATE);
(C)
ON THE DATE HEREOF, WITH RESPECT TO THE
US$125,000,000 CREDIT AGREEMENT DATED AS OF SEPTEMBER 12, 2007 AMONGST THE
BORROWER, AS BORROWER, MID ISLANDI SF, AS LENDER AND CERTAIN OTHER PARTIES
LISTED THEREIN, AS SUCH AGREEMENT HAS BEEN AMENDED ON THE DATE HEREOF AND AS MAY
BE AMENDED FROM TIME TO TIME (THE "BRIDGE LOAN AGREEMENT"), THE MATURITY DATE
SHALL BE EXTENDED SUCH THAT IT OCCURS ON OR LATER THAN MARCH 31ST, 2009 (SUBJECT
TO A RIGHT TO TERMINATE SUCH AGREEMENT ON THE DATE THAT IS 15 DAYS SUBSEQUENT TO
THE BMO EARLY TERMINATION DATE);
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(D)
ON THE DATE HEREOF, WITH RESPECT TO THE
THIRD AMENDED AND RESTATED GULFSTREAM PARK LOAN AGREEMENT DATED DECEMBER 22,
2006 BETWEEN GULFSTREAM PARK RACING ASSOCIATION, AS