LOAN AGREEMENT

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Exhibit 10.1

LOAN AGREEMENT
(Remington Park Construction Facility, Oklahoma)

July 22, 2005

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS

				Page
1.1		Definitions		2
1.2		Time		18
1.3		Calculation of Interest and Fees		18
1.4		Currency		18
1.5		Governing Law		18
1.6		Inconsistencies		18
1.7		Non-Business Days		18
1.8		Late Payments		19
1.9		Accounting Terms		19
1.10		Interpretation Not Affected By Headings, Etc.		19
1.11		Rules of Construction		19
1.12		Severability		20
1.13		Schedules		20

ARTICLE 2
THE LOAN

				Page
2.1		Loan Amount		20
2.2		Advances		20
2.3		Holdbacks		21
2.4		Holdback Advances		21
2.5		Advance Payments		22
2.6		Evidences of Advances		22
2.7		Termination		22
2.8		Term		23
2.9		Cost Consultant		23

ARTICLE 3
PAYMENTS AND INTEREST

				Page
3.1		Repayment		24
3.2		Limitation on Prepayment		24
3.3		Remington Excess Cash Flow Sweep		25
3.4		Prepayment		25
3.5		Interest		26
3.6		Unwinding Costs		26
3.7		Application of Expropriation Proceeds		27
3.8		Interest on Fees and Other Charges		27
3.9		[Intentionally Blank]		27
3.10		Costs, Expenses, Etc.		27
3.11		Maximum Interest Rate		28
3.12		Payments Free of Withholding Taxes		29
3.13		Concurrent Exercise of Prepayment Rights		29

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ARTICLE 4
ADVANCES UNDER THE LOAN

				Page
4.1		First Advance		30
4.2		Subsequent Advances		35

ARTICLE 5
SECURITY FOR LOAN

				Page
5.1		General		37
5.2		Right to Substitute Security for the Aventura Property		41
5.3		Development of the Mixed-Use Property		41
5.4		Alternative Gaming		42

ARTICLE 6
REPRESENTATIONS AND WARRANTIES

				Page
6.1		Borrower's and Guarantors' Representations and Warranties		43
6.2		Survival of Borrower's and Guarantors' Representations		54
6.3		Lender's Representations and Warranties		54

ARTICLE 7
AFFIRMATIVE COVENANTS

				Page
7.1		Covenants		54

ARTICLE 8
NEGATIVE COVENANTS

				Page
8.1		Negative Covenants		66

ARTICLE 9
EVENTS OF DEFAULT; ACCELERATION OF INDEBTEDNESS

				Page
9.1		Events of Default		74
9.2		Acceleration; Remedies		78
9.3		Waiver of Certain Rights		78

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ARTICLE 10
MISCELLANEOUS

				Page
10.1		Reliance and Non-Merger		79
10.2		Confidentiality		79
10.3		No Set-Off		80
10.4		Employment of Experts		80
10.5		Reliance by Lender		80
10.6		Notices		80
10.7		Further Assurances		82
10.8		Assignment		83
10.9		Disclosure of Information to Potential Permitted Lender Assignees		83
10.10		Right to Cure		83
10.11		Forbearance by the Lender Not a Waiver		83
10.12		Waiver of Statute of Limitations and Other Defenses		84
10.13		Relationship and Indemnity		84
10.14		Time of Essence		85
10.15		Service of Process/Venue		85
10.16		Jury Trial Waiver		85
10.17		Final Agreement/Modification		86
10.18		Continuing Agreement		86
10.19		No Third Party Beneficiaries		86
10.20		Appointment of Administrative Agent		86
10.21		No Brokers		86
10.22		Execution in Counterparts		87
10.23		Contribution by Guarantors with Respect to Indebtedness		87
10.24		Successors and Assigns Bound; Joint and Several Liability and Agents		88
10.25		Loss of Remington Note		88
10.26		Acknowledgment		88

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LOAN AGREEMENT

THIS AGREEMENT made as of the 22nd day of July, 2005.

BETWEEN:

REMINGTON PARK, INC. ,
a corporation incorporated under the laws of the
State of Oklahoma

(hereinafter called the " Borrower "),

OF THE FIRST PART,

— and —

MID ISLANDI SF. ,
a partnership formed under the laws of Iceland,
acting through its Zug branch

(hereinafter called the " Lender "),

OF THE SECOND PART,

— and —

GPRA THOROUGHBRED TRAINING CENTER, INC. ,
a corporation incorporated under the laws of the
State of Delaware

(hereinafter called the " Palm Meadows Guarantor "),

OF THE THIRD PART,

— and —

GULFSTREAM PARK RACING ASSOCIATION, INC. ,
a corporation incorporated under the laws of the
State of Florida

(hereinafter called the " Gulfstream Guarantor "),

OF THE FOURTH PART,

— and —

MAGNA ENTERTAINMENT CORP. ,
a corporation incorporated under the laws of the
State of Delaware

(hereinafter called " MEC ", and
together with the Gulfstream Guarantor and
the Palm Meadows Guarantor, collectively,
the " Guarantors ", and each individually, a " Guarantor "),

OF THE FIFTH PART.

WITNESSES THAT:

        WHEREAS the Borrower is the lessee of the Remington Lands pursuant to the Remington Lease (in each case as hereinafter defined) and the owner of the Remington Park Race Track clubhouse/grandstand currently comprising part of the Remington Property (as hereinafter defined);

        AND WHEREAS the Borrower has requested that the Lender provide the Borrower a term credit facility in the aggregate principal amount of up to the Loan Amount (as hereinafter defined) for the purpose of financing the development, design and construction (the " Construction ") of a gaming facility and related Remington FF&E, including the acquisition and installation of authorized gaming machines (the " Remington Facilities "), at the Remington Park Race Track clubhouse/grandstand currently comprising part of the Remington Property, including the reimbursement of the Borrower for Construction Costs (as hereinafter defined) of the Construction already incurred and funded by the Borrower or MEC in the amount of approximately $900,000, and for no other purpose, whether related to the Remington Property or otherwise;

        AND WHEREAS the Lender has agreed to make available such financing to be used solely for the purpose of financing the Construction Costs and the Costs (as hereinafter defined) of the Lender;

         NOW THEREFOR THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and in reliance on the individual creditworthiness of the Borrower and each of the Guarantors based on the representations, warranties and covenants of the Borrower and each of the Guarantors contained herein, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

1.1    Definitions

        As used herein, the following capitalized terms shall have the respective meanings set forth below:

" Administrative Agent " has the meaning ascribed thereto in Section 10.20;

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" Advance " means the First Advance and any Subsequent Advances (including a Holdback Advance);

" Affiliate " shall mean, with respect to any Person, each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person; provided, however, that in no case shall any Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower or any Guarantor for purposes of this Agreement. For the purpose of this definition, " control " of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise;

" Allocable Amount " has the meaning ascribed thereto in Section 10.23;

" Applicable Legal Requirement " means any Governmental Rule which could be reasonably expected to be generally followed by any Person with operations comparable to those which are or have been conducted by any of the Borrower and/or the Guarantors, as applicable, or to any of the operations now or previously conducted at any of the Properties;

" Architect " means Jeter, Cooke and Jepson, or such other Person acceptable to the Lender, acting reasonably, who is engaged in architectural work and who is a member or licensee in good standing of the Oklahoma Association of the American Institute of Architects or any successor thereto;

" Aventura Lands " means the lands of approximately 39.2 acres, in the City of Aventura, Miami-Dade County, Florida, legally described on Schedule A;

" Aventura Property " means the Aventura Lands, and all improvements now or hereafter located on the Aventura Lands, together with all tangible and intangible property of the Gulfstream Guarantor now or hereafter owned or leased by the Gulfstream Guarantor in connection with the Aventura Lands or the improvements now or hereafter thereon;

" Aventura Property Purchase and Sale Agreement " means the agreement of purchase and sale between the Gulfstream Guarantor, as vendor, and the City of Aventura, as purchaser, in respect of six acres of the Aventura Property;

" Bankruptcy Code " has the meaning ascribed thereto in Section 9.1(f);

" Base Rate " means, for any day, the annual rate of interest equal to the greater of (i) the rate which the Bank of Montreal establishes at its principal office in Toronto, Ontario as the reference rate of interest in order to determine interest rates it will charge on such day for commercial loans in U.S. dollars made to its customers in Canada and which it refers to as its "Base Rate", and (ii) the Federal Funds Effective Rate on such day plus 1% per annum, such rate to be adjusted automatically and without the necessity of any notice to the Borrower upon each change to such rate;

" Borrower " means Remington Park, Inc. and its successors and permitted assigns;

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" Borrower Incorporation Documents " has the meaning ascribed thereto in Section 6.1(f);

" Borrower's and Guarantors' Counsel " means Osler, Hoskin & Harcourt LLP, or such other firm or firms of solicitors or counsel as are appointed by the Borrower and the Guarantors from time to time and notice of which is provided to the Lender;

" Borrower's and Guarantors' Florida Agent " means the Miami office of Akerman Senterfitt, or such other firm or firms of solicitors or agents in the State of Florida as are appointed by the Borrower and Guarantors from time to time and notice of which is provided to the Lender;

" Borrower's Oklahoma Counsel " means the Oklahoma City office of Crowe & Dunlevy, A Professional Corporation, or such other firm or firms of solicitors or agents in the State of Oklahoma as are appointed by the Borrower from time to time and notice of which is provided to the Lender;

" Business Day " means a day other than a Saturday, Sunday or other day on which commercial banks are authorized or obligated to close under the laws of the United States of America or the State of Oklahoma;

" Capitalized Interest Tranche " has the meaning ascribed thereto in Section 3.1(a);

" Capital Expenditures " means, for any Person during any period, the aggregate amount of all expenditures of such Person for fixed or capital assets made during such period which, in accordance with GAAP, are classified as capital expenditures;

" Capital Lease Obligations " means the obligations of the Borrower to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall in each case be the capitalized amount thereof, determined in accordance with GAAP;

" Cash Equivalents " means short-term issued guaranteed deposits or certificates of deposit with recognized financial institutions, bonds or similar obligations carrying the full faith and credit of the United States of America or any state thereof or any agency or instrumentality of any of the foregoing unconditionally backed by such credit and other similar investments acceptable to the Lender in its sole discretion;

" Collateral " shall mean, collectively, all of the undertaking, property and assets of the Borrower and the Guarantors subject to the Encumbrances, or intended to be subject to the Encumbrances, created by the Security;

" Combined " means, in relation to any financial results or financial statements of the Borrower, the Gulfstream Guarantor and the Palm Meadows Guarantor, the combined financial results or financial statements of the Borrower, the Gulfstream Guarantor and the Palm Meadows Guarantor, calculated and prepared in accordance with GAAP;

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" Compliance Certificate " has the meaning ascribed thereto in Section 7.1(d)(i)(B);

" Construction " has the meaning ascribed thereto in the second recital hereof;

" Construction Contracts " means all contracts entered into by the Borrower or its agents with Persons for the supply by such Persons of construction services or materials for Construction or any part thereof or services or materials related thereto, including without limitation the letter of understanding between the Borrower and Klewin Gaming & Hospitality, a division of Klewin Building Company, Inc., dated May 25, 2005, in respect of the construction and addition to be constructed at Remington Park Racino and the construction agreement between the Borrower and City Service, LLC, dated May 3, 2005, in respect of the construction of a new roof on the building located on the Remington Lands;

" Construction Costs " means all costs and expenses properly paid or due for the development, design, and construction of the Remington Facilities or any part thereof as part of the Construction and the financing of same that constitute Capital Expenditures, including, without limiting the generality of the foregoing:

(i)

payments made to general contractors, trade contractors and/or subcontractors and material suppliers pursuant to contracts relating directly to the construction and lease-up of the Construction;

(ii)

on-site costs incurred by or on behalf of the Borrower, including the cost of full-time on-site employees;

(iii)

reasonable professional and consulting fees and expenses such as architectural, engineering, leasing, surveying, design, legal and accounting fees and expenses;

(iv)

costs of building permits, water and sewer connection or usage fees, municipal levies, hydro fees and other similar expenses, temporary utilities, traffic signalization and landscaping;

(v)

all expenses relating to construction insurance, necessary surety and other performance bonds;

(vi)

underwriting and financing fees, including letters of credit, standby fees, commitment fees, hedging fees and other finance placement costs; and

(vii)

interest at the rate applicable from time to time on the principal amount outstanding hereunder for the payment of those items listed in clauses (i) through (vi) of this definition to the end of the previous month;

" Cost Consultant " has the meaning ascribed thereto in Section 2.9;

" Cost Retainer " has the meaning ascribed thereto in Section 3.9;

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" Costs " has the meaning ascribed thereto in Section 3.9;

" Debt " has the meaning ascribed thereto in Section 8.1(b);

" Disclosure Schedule " means the disclosure schedule prepared and executed by the Borrower as of July 26, 2005;

" EBITDA " means the earnings of a Person for any period, before interest, taxes, depreciation and amortization for such period, in each case, determined on a consolidated basis;

" Employee Benefit Plan " shall mean any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by the Borrower or any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan;

" Encumbrance " means any mortgage, lien (statutory or otherwise), pledge, assignment by way of security, charge, preference, priority, security interest, lease intended as security, title retention agreement, statutory right reserved in any Governmental Authority, registered lease of real property, hypothecation, deposit arrangement or other security arrangement of any kind;

" Environment " means soil, land, surface and subsurface strata, surface waters, groundwaters, drinking water supply, stream sediments, ambient air (including air in buildings, natural or man-made structures), all layers of the atmosphere, all inorganic and organic matter and living organisms (including humans), all natural resources and the interacting natural systems that include the foregoing listed components;

" Environmental Consent " means any consent, approval, permit, licence, Order, filing, authorization, exemption, registration, ratification, permission, waiver, reporting or notice requirement and any other related agreement or communications whatsoever issued, granted or given or otherwise made available by or under the authority of any Governmental Authority regarding environmental matters or under any Environmental Law;

" Environmental Damages " means all claims, judgments, damages, losses, penalties, liabilities (including strict liability), fines, charges, costs and expenses, including costs of investigation, remediation, defense, settlement and reasonable attorneys' fees and expenses and reasonable consultants' fees, that (i) are incurred at any time as a result of the existence of any Hazardous Materials at, on, upon, about or beneath any of the Properties or migrating or threatening to migrate to or from any of the Properties, or (ii) arise from any investigation, Proceeding or remediation of any of the Properties (or any adjacent property to which any such Hazardous Materials may have migrated) in connection with any allegation that any Person directly or indirectly disposed of Hazardous Materials thereon, therein or thereunder or in any manner whatsoever in violation of Environmental Laws;

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" Environmental Disclosure " means the text of the Environmental Reports, in each case including the attachments thereto but excluding the underlying documents referred to in the Environmental Reports;

" Environmental Laws " means any Applicable Legal Requirement that requires or relates to:

(i)

notifying appropriate authorities, employees or the public of the presence of or intended or actual Releases of Hazardous Materials or violations of discharge limits or other prohibitions or of the commencement of activities, such as resource extraction or construction, that could have an impact on the Environment;

(ii)

preventing or reducing to acceptable levels the presence of or Release of Hazardous Materials in or into the Environment;

(iii)

reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated;

(iv)

protecting the Environment, including regulating, limiting or restricting Releases of Hazardous Materials and protecting resources, species, or visual or ecological amenities;

(v)

the transportation, use and disposal of Hazardous Materials or other potentially harmful substances;

(vi)

remediating Hazardous Materials that have been Released or are in the Environment, preventing the Threat of Release or paying the costs of such remediation; or

(vii)

making responsible Persons or polluting Persons pay private parties or third parties, or groups of them, for damages done to their health or the Environment or permitting representatives of the public to recover for injuries done to public assets or to obtain any other remedies whatsoever;

        and includes all Environmental Consents;

" Environmental or Safety Liability " means any Loss arising from, under, or in connection with any of the following:

(i)

any environmental or safety matter or condition (including the presence, use, generation, manufacture, disposal or transport of Hazardous Materials, on-site or off-site contamination, safety or health matters, noise, odour, nuisance or the regulation of any chemical substance or product);

(ii)

responsibility, financial or otherwise, under any Environmental Law or Safety Law for clean-up costs or corrective action, including any clean-up, removal, containment or other remediation or response actions required by any Environmental Law or Safety Law (whether or not such actions have been required or requested by any Governmental Authority or any other Person) and for any natural resource damages; or

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(iii)

any other compliance, corrective, remedial or other measure or cost required or lawfully imposed under any Environmental Law or Safety Law;

" Environmental Reports " has the meaning ascribed thereto in Section 7.1(w);

" ERISA " means the Employee Retirement Income Security Act of 1974 , as amended;

" ERISA Affiliate " means any Person which is treated as a single employer with the Borrower or any Guarantor under Section 414 of the IRC;

" Event of Default " has the meaning ascribed thereto in Section 9.1;

" Excess Cash Flow " means, for any Person for any fiscal quarter of such Person, an amount equal to the EBITDA of such Person (a) increased by, to the extent not added back in the calculation of EBITDA for such fiscal quarter, any non-cash deductions therefrom, including any deductions for deferred or capitalized interest and for extraordinary or unusual losses, in each case, in respect of such fiscal quarter and (b) reduced by any Capital Expenditures of such Person permitted by Section 8.1(h), and, to the extent included in the calculation of EBITDA for such fiscal quarter, interest (other than deferred or capitalized interest) and principal on any Debt for borrowed money of such Person permitted by Section 8.1(b), cash taxes of such Person and extraordinary or unusual gains of such Person, in each case, in respect of such fiscal quarter;

" Federal Funds Effective Rate " means, for any day, the annual rate of interest equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by an agent for the Lender from three United States of America federal funds brokers of recognized standing selected by it;

" First Advance " has the meaning ascribed thereto in Section 4.1;

" First Advance Date " has the meaning ascribed thereto in Section 4.1(a);

" GAAP " means, at any time, generally accepted accounting principles in effect from time to time in the United States of America as applied in a consistent manner from period to period;

" Governmental Authority " means (a) any nation, state, county, city, town, borough, village, district or other jurisdiction; (b) any federal, state, local, municipal, foreign or other government; (c) any governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental power); (d) any body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, regulatory or taxing authority or power, including the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Comptroller of the Currency, any central bank, fiscal, monetary or any comparable authority; or (e) any official of the foregoing;

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" Governmental Authorizations " means any permit (including a building permit), licence, registration, approval (including a development or zoning approval or variance or a platting or land subdivision approval), finding of suitability, authorization, plan, directive, order, consent, exemption, waiver, consent order or consent decree of or from, or notice to, action by or filing with, any Governmental Authority;

" Governmental Rule " means any applicable federal, state, provincial, regional, local, municipal, foreign or other law, treaty, constitution, statute, regulation, by-law, common law, principle of common law, code, ordinance, policy, circular, guideline, rule, Order or any other instrument, declaration or statement of a Governmental Authority provided that if the same does not have the force of law, it is generally expected to be complied with by those to whom it is addressed by the authority enacting or responsible for implementing the same;

" Guarantees and Indemnities " means, collectively, the Gulfstream Guarantee and Indemnity, the Palm Meadows Guarantee and Indemnity and, subject to the termination of the MEC Guarantee and Indemnity as contemplated herein, the MEC Guarantee and Indemnity;

" Guarantor Incorporation Documents " has the meaning ascribed thereto in Section 6.1(g);

" Guarantor Payment " has the meaning ascribed thereto in Section 10.23;

" Guarantors " means, collectively, the Palm Meadows Guarantor, the Gulfstream Guarantor and, until such time as the MEC Guarantee and Indemnity shall become a limited resource guarantee as provided in Section 5.1(g), MEC; and " Guarantor " means any one of the Guarantors;

" Gulfstream/Aventura Properties " means, collectively, the Gulfstream Property and the Aventura Property;

" Gulfstream/Aventura Second Mortgage " has the meaning ascribed thereto in Section 5.1(i)(i);

" Gulfstream Construction Contracts " means " Construction Contracts " as defined in the Gulfstream Loan Agreement;

" Gulfstream Development Agreement " means " Development Agreement " as defined in the Gulfstream Loan Agreement;

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" Gulfstream Facilities " has the meaning ascribed thereto in the Gulfstream Loan Agreement;

" Gulfstream Facilities Completion Date " has the meaning ascribed thereto in the Gulfstream Loan Agreement;

" Gulfstream Guarantee and Indemnity " has the meaning ascribed thereto in Section 5.1(h);

" Gulfstream Guarantor " means Gulfstream Park Racing Association, Inc., and its successors and permitted assigns;

" Gulfstream Lands " means the lands comprised of approximately 214.8 acres (including the Mixed-Use Lands) and having a building area of approximately 350,000 square feet for the clubhouse and grandstand plus approximately 240,000 square feet for the backstretch, upon which the Gulfstream Facilities are to be reconstructed, located in Broward County and Miami-Dade County, Florida, and legally described on Schedule E;

" Gulfstream Loan Agreement " means the loan agreement made as of December 9, 2004 among the Gulfstream Guarantor, as borrower, the Lender, as lender, and MEC Pennsylvania Racing, Inc., Washington Trotting Association, Inc., and Mountain Laurel Racing, Inc., as guarantors, as amended and restated by an amended and restated loan agreement made as of July 22, 2005 among the Gulfstream Guarantor, the Lender, MEC Pennsylvania Racing, Inc., Washington Trotting Association, Inc., and Mountain Laurel Racing, Inc., and the Borrower, and as the same may hereafter be further amended or restated from time to time;

" Gulfstream Property " means the Gulfstream Lands and all improvements now or hereafter located on the Gulfstream Lands, together with all tangible and intangible property of the Gulfstream Guarantor now or hereafter owned or leased by the Gulfstream Guarantor in connection with the Gulfstream Lands or the improvements now or hereafter thereon;

" Gulfstream Reconstruction " means the "Reconstruction" as defined in the Gulfstream Loan Agreement;

" H.15 Statistical Release " has the meaning ascribed thereto in Section 3.4;

" Hazardous Activity " shall include the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, release, storage, transfer, transportation, treatment or use (including any withdrawal or other use of contaminated groundwater) of Hazardous Materials in, on, under, about and from any of the Properties or any part thereof and any other act, business or operation that poses a material risk of harm, to Persons or property on or off the Properties;

" Hazardous Material " shall mean any solid, liquid, gas, odour, heat, vibration, radiation or combination of any of them that may have an adverse effect on the Environment, and includes all wastes, pollutants, contaminants and each hazardous, toxic, radioactive, noxious, flammable, corrosive or caustic matter or substance, including any substance, material or waste which is or is expected to be regulated by any Governmental Authority and including any material, substance or waste which is defined as a "contaminant" or "pollutant" or as "hazardous", "toxic", "harmful" or "dangerous" under any provision of any Environmental Law or Safety Law, and including petroleum, petroleum products, asbestos, asbestos-containing material, urea formaldehyde and polychlorinated biphenyls;

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" Holdback Advance " has the meaning ascribed thereto in Section 2.4;

" Indebtedness " has the meaning ascribed thereto in Section 5.1;

" Independent Investment Banker " has the meaning ascribed thereto in Section 3.4;

" Interest Date " means (i) where the Interest Rate is being determined with reference to LIBOR, the last day of each one month LIBOR period used in determining the Interest Rate and (ii) in all other cases, the last Business Day of each calendar month;

" Interest Rate " means: (a) from the date of the First Advance until the Remington Facilities Completion Date, a floating rate equal to 2.55% above MID's notional per annum cost of one month LIBOR borrowings under its principal floating rate credit facility (as designated by MID from time to time) to the extent that MID is able to determine such rate under its floating rate credit facility, and otherwise 2.55% above MID's notional per annum cost of Base Rate borrowings under its floating rate credit facility, in each case, compounded monthly and (b) from and after the Remington Facilities Completion Date until the Remington Maturity Date, a fixed rate of 10.5% per annum, compounded semi-annually;

" IRC " means the Internal Revenue Code of 1986, as amended;

" JV Ground Lease " has the meaning ascribed thereto in Section 5.3;

" JV Inter-Creditor Agreement " has the meaning ascribed thereto in Section 5.3;

" Lender " means MID Islandi sf., a partnership formed under the laws of Iceland, acting through its Zug Branch, and its successors and permitted assigns;

" Lender's Counsel " means Davies Ward Phillips & Vineberg LLP, or such other firm or firms of solicitors or counsel as are appointed by the Lender from time to time and notice of which is provided to the Borrower and the Guarantors;

" Lender's Florida Agent" means the Miami office of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., or such other firm or firms of solicitors or agents in the State of Florida as are appointed by the Lender from time to time and notice of which is provided to the Borrower and the Guarantors;

" Lender's Oklahoma Agent" means the Oklahoma City office of Spradling, Kennedy & McPhail L.L.P., or such other firm or firms of solicitors or agents in the State of Oklahoma as are appointed by the Lender from time to time and notice of which is provided to the Borrower and the Guarantors;

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" Lender's Pre-Advance Expenses " means all reasonable and documented fees and charges, including legal fees and disbursements, closing costs, recording and notary fees and any other similar matters pertinent thereto incurred by the Lender and/or its advisors in connection with this Agreement and/or the Loan Documents on or prior to the date of the First Advance;

" LIBOR " has the meaning ascribed thereto in the documentation governing MID's principal floating rate credit facility referred to in the definition of "Interest Rate";

" Loan " has the meaning ascribed thereto in Section 2.1;

" Loan Amount " means the principal amount made available by way of Advances to a maximum of Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000), as such principal amount may be increased through the capitalization of interest in accordance with and subject to the terms hereof and as a result of deemed Advances in respect of Costs;

" Loan Documents " means, collectively, this Agreement, the Security and all other documents and agreements delivered pursuant hereto and thereto;

" Loss " means any liability, cost, damage, Environmental Damage, loss, obligation, claim, action, suit, fine, penalty, judgment, award, legal or administrative proceeding, other Proceeding, demand or response, remedial or inspection cost or expense, amount paid in settlement, interest thereon or expense (including reasonable and documented legal or consulting fees, court costs and other out-of-pocket expenses incurred by or on behalf of the Lender in investigating, preparing or defending the foregoing);

" Margin Stock " has the meaning ascribed thereto in Section 6.1(mm);

" Material Adverse Change " means any material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or of any Guarantor, or of any of the Properties;

" Material Adverse Effect " means an event, occurrence or condition which has a material adverse effect on (i) the business, assets, operations, liabilities, prospects or financial or other condition of the Borrower and/or any of the Guarantors, (ii) the ability of the Borrower to complete the Construction, (iii) the ability of the Gulfstream Guarantor to complete the Gulfstream Reconstruction, (iv) the ability of the Borrower and/or any of the Guarantors to pay the Indebtedness or perform any of its obligations in accordance with the terms of this Agreement and the other Loan Documents, (v) the rights and remedies of the Administrative Agent or any Lender under this Agreement or the other Loan Documents, (vi) the value of the Collateral, or (vii) the Lender's security interests in the Collateral or the perfection or priority of such security interests;

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" Material Agreements " means: (i) the Construction Contracts; (ii) the Remington Development Agreement; (iii) the Aventura Property Purchase and Sale Agreement; (iv) the Gulfstream Construction Contracts; (v) the Gulfstream Development Agreement; (vi) the Remington Lease; (vii) the agreements and other documents disclosed by the Borrower or Guarantor as Material Agreements in either (A) the Disclosure Schedule or (B) in writing to the Lender at any time as provided in Section 6.1(o); (viii) other contracts, agreements, commitments or other documents materially affecting the use, development, leasing, construction and/or operation of any of the Properties; and (ix) any contract, agreement, commitment or other document, the default under or the termination of which could reasonably be expected to result in a Material Adverse Change;

" MEC " means Magna Entertainment Corp., a corporation incorporated and subsisting under the laws of the State of Delaware, and its successors and permitted assigns;

" MEC Bridge Loan Agreement " means the loan agreement made as of July 22, 2005 between, inter alia , MEC, as borrower, and the Lender, as lender, as the same may be amended or restated from time to time;

" MEC Guarantee and Indemnity " has the meaning ascribed thereto in Section 5.1(g);

" MEC Recapitalization Plan " means the plan approved and adopted by the MEC board of directors to recapitalize MEC and its subsidiaries and to revise the business plan for MEC and its subsidiaries, and which shall be in form, scope and terms satisfactory to the Lender in its sole and absolute discretion;

" MID " means MI Developments Inc., a corporation incorporated under the laws of the Province of Ontario;

" Mixed-Use Lands " means the lands of approximately 85.7 acres, forming part of the Gulfstream Lands, as more particularly described on Schedule B-1 of the Mixed-Use Property Pre-Development Agreement, that the Gulfstream Guarantor proposes to develop for a mixed-use development;

" Mixed-Use Property " means the Mixed-Use Lands, and all improvements now or hereafter located on the Mixed-Use Lands, together with all tangible and intangible property of the Gulfstream Guarantor now or hereafter owned or leased by the Gulfstream Guarantor in connection with the Mixed-Use Lands or the improvements now or hereafter thereon;

" Mixed-Use Property Pre-Development Agreement " means the pre-development management agreement, dated April 2, 2004, by and between the Gulfstream Guarantor, as owner, and Forest City Commercial Group, Inc., as developer;

" Mortgages " means, collectively, the Remington Mortgage, the Gulfstream/Aventura Second Mortgage and the Palm Meadows Training Center Second Mortgage;

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" Multiemployer Plan " means any multiemployer plan within the meaning of section 3(37) of ERISA maintained or contributed to by the Borrower, any Guarantor or any ERISA Affiliate;

" Net Debt " of a Person means, at any time, the Debt of such Person and its subsidiaries at such time determined in accordance with GAAP (including, for greater certainty, indebtedness and liabilities in respect of capital leases and similar obligations) less the aggregate of cash and Cash Equivalents of such Person at such time to which such Person has the sole and unrestricted right. For greater certainty, cash and Cash Equivalents of a Person shall exclude purse accounts and pooled or co-mingled cash or Cash Equivalents, unless Net Debt is being determined on a Combined basis, in which case pooled or co-mingled cash or Cash Equivalents which are solely those of Persons included in the calculation of Combined Net Debt shall not be excluded;

" Occupancy Agreements " has the meaning ascribed thereto in Section 6.1(q);

" Order " means any order, injunction, judgment, decision, decree, ruling, assessment or arbitration award of any Governmental Authority;

" Organizational Documents " has the meaning ascribed thereto in Section 6.1(g);

" Palm Meadows Guarantee and Indemnity " has the meaning ascribed thereto in Section 5.1(j);

" Palm Meadows Guarantor " means GPRA Thoroughbred Training Centre, Inc., and its successors and permitted assigns;

" Palm Meadows Training Center Lands " means the lands legally described on Schedule D;

" Palm Meadows Training Center Property " means the Palm Meadows Training Center Lands and all improvements now or hereinafter located on the Palm Meadows Training Center Lands, together with all tangible and intangible property now or hereafter owned or leased by the Palm Meadows Guarantor in connection with the Palm Meadows Training Center Lands or the improvements now or hereafter thereon;

" Palm Meadows Training Center Second Mortgage " has the meaning ascribed thereto in Section 5.1(k)(i);

" Permitted Encumbrances " means the encumbrances set out in Schedule C hereto, any Purchase Money Security Interests in respect of the Properties up to a maximum aggregate amount (together with any Purchase Money Security Interests in respect of the Properties disclosed on Schedule C) of $12,500,000, and any other encumbrances from time to time permitted by the Lender, in its sole and absolute discretion, in respect of any of the Properties;

" Permitted Lender Assignee " has the meaning ascribed thereto in Section 10.6;

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" Person " means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, an unincorporated association, a limited liability company, a limited liability partnership, a joint venture, a trust or other entity or a Governmental Authority;

" Plans ", in relation to the Construction, has the meaning ascribed thereto in Section 7.1(h) and, in relation to the Gulfstream Reconstruction, has the meaning ascribed thereto in the Gulfstream Loan Agreement;

" Pre-Payment Amount " has the meaning ascribed thereto in Section 3.4;

" Pre-Payment Date " has the meaning ascribed thereto in Section 3.4;

" Pre-Payment Make-Whole Amount " has the meaning ascribed thereto in Section 3.4;

" Pre-Payment Notice " has the meaning ascribed thereto in Section 3.4;

" Proceeding " means any action, arbitration, audit, claim, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;

" Properties " means, collectively, the Remington Property, the Palm Meadows Training Center Property and the Gulfstream/Aventura Properties, and " Property " means any one of the Properties;

" Purchase Money Obligation " means any indebtedness, liability or obligation representing any unpaid part of, or incurred or assumed to pay or refinance the whole or any part of, the cost of acquisition of any property or asset acquired by the Gulfstream Guarantor intended to be used in carrying on the business of the Gulfstream Guarantor and any expenditures made for fixed improvements thereto, if such borrowing is incurred or assumed within 24 months after the acquisition of such property or asset or the making of such expenditures, as the case may be, including Capital Lease Obligations;

" Purchase Money Security Interest " means any Encumbrance to secure a Purchase Money Obligation, provided that: (i) the Encumbrance attaches solely to the property or asset acquired or purchased (excluding any acquired or purchased equity securities) and fixed improvements thereto; (ii) at the time of acquisition of such property or asset, the aggregate principal amount remaining unpaid on all Purchase Money Obligations secured by such Encumbrance on such property or assets whether or not assumed by the Gulfstream Guarantor does not exceed an amount equal to the total purchase price of such property or assets; and (iii) such Purchase Money Obligations shall have been incurred within the limitations of this Agreement, together with any renewals or replacements of any such Encumbrances on such property or asset, provided that the amount secured by such renewal or replacement Encumbrance does not increase above the original amount secured;

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" Release " shall mean any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration or other movement on, into or through the Environment or on, into, through, over or out of any property;

" Relevant Entities " shall mean the Borrower and each Guarantor;

" Remaining Term " has the meaning ascribed thereto in Section 3.4;

" Remington Development Agreement " means a development agreement now or hereafter entered into by the Borrower in respect of the development of the Remington Facilities and approved by the Lender, acting reasonably;

" Remington Excess Cash Flow Sweep " has the meaning ascribed thereto in Section 3.3;

" Remington Facilities " has the meaning ascribed thereto in the second recital hereof;

" Remington Facilities Completion Date " means the date on which the Remington Facilities shall be opened to the public with substantial completion of the Construction and with no fewer than 650 authorized gaming machines in operation;

" Remington FF&E " means the furniture, fixtures, equipment, machinery, authorized gaming machines (provided that such authorized gaming machines comply with all Applicable Legal Requirements) and all process-related additions relating to the Remington Facilities;

" Remington Lands " means the lands legally described on Schedule B;

" Remington Lease " means the lease agreement dated June 12, 1986 between the Trustees of the Zoo Trust, as lessor, and Oklahoma Racing Associates (a predecessor in interest of the Borrower), as lessee, as assigned to the Borrower by agreement dated April 15, 1988, pursuant to which the Borrower has leased the Remington Lands;

" Remington Maturity Date " has the meaning ascribed thereto in Section 2.8;

" Remington Mortgage " has the meaning ascribed thereto in Section 5.1(b);

" Remington Note " has the meaning ascribed thereto in Section 5.1(a);

" Remington Property " means the Borrower's leasehold interest in the Remington Lands, and all improvements (including without limitation the Remington Facilities) now or hereafter located on the Remington Lands, together with all tangible and intangible property of the Borrower now or hereafter owned or leased by the Borrower in connection with the Remington Lands or the improvements now or hereafter thereon;

" Remington Repayment Commencement Date " has the meaning ascribed thereto in Section 3.1(b);

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" Remington Restricted Payment Release Conditions " has the meaning ascribed thereto in Section 8.1(u);

" Reportable Event " has the meaning given to that term under ERISA and applicable regulations thereunder;

" Request for Advance " means each request for an Advance under the Loan to be submitted by the Borrower in a form acceptable to the Lender;

" Safety Consent " shall mean any consent, approval, permit, licence, Order, filing, authorization, exemption, registration, ratification, permission, waived reporting requirement or waived notice requirement and any related agreement or communication whatsoever issued, granted, given or otherwise made available by or under the authority of any Governmental Authority regarding health or safety matters or under any Safety Law;

" Safety Law " shall mean any Applicable Legal Requirement designed to provide safe or healthy conditions for the public or workers and to reduce safety or health hazards for the public or workers and includes all Safety Consents;

" Securities " has the meaning ascribed thereto in Section 8.1(u)(ii);

" Security " has the meaning ascribed thereto in Section 5.1;

" Specified Loan Amount " means any time (i) prior to the Remington Repayment Commencement Date, the principal amount of Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000) and (ii) on and after the Remington Repayment Commencement Date, the aggregate principal amount of the Loan then outstanding exclusive of the amount of the Capitalized Interest Tranche at such time and any portion of such principal amount representing deemed Advances on account of Costs as reasonably determined by the Lender;

" Subsequent Advance Date " means the date as defined in Section 4.2(a);

" Subsequent Advances " has the meaning ascribed thereto in Section 4.2;

" Substitute Aventura Security " has the meaning ascribed thereto in Section 5.2;

" Taxes " has the meaning ascribed thereto in Section 3.12(a);

" Threat of Release " shall mean a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the Environment that may result from Release;

" Title Company " has the meaning ascribed thereto in Section 4.1(r);

" Title Policy " has the meaning ascribed thereto in Section 4.1(r);

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" Unmatured Event of Default " has the meaning ascribed thereto in Section 9.1;

" Zoo Trust " means the Oklahoma City Zoological Trust; and

" Zoo Trust Consent " means the consent of the Zoo Trust required to permit the Borrower to enter into the Loan Documents to be provided by it and to perform its obligations thereunder, in form and on terms satisfactory to the Lender, acting reasonably.

1.2    Time

        All references in this Agreement and each of the other Loan Documents to a time of day shall mean Oklahoma City time, unless otherwise indicated.

1.3    Calculation of Interest and Fees

        All calculations of interest and fees under this Agreement and the other Loan Documents for any period (a) shall include the first day of such period and, provided that the payment is received by Lender, as the case may be, by 11:00 a.m. on the due date for payment, shall exclude the last day of such period and (b) shall be calculated on the basis of a year of 360 days for actual days elapsed. At the written request of the Borrower, the Lender shall advise the Borrower of the floating rate of the Interest Rate in effect from time to time prior to the Remington Facilities Completion Date.

1.4    Currency

        All dollar amounts expressed herein shall refer to the lawful currency of the United States of America.

1.5    Governing Law

        This Agreement shall be in accordance with and governed by the laws of the State of Oklahoma and the laws of the United States of America applicable therein, without reference to conflict of interest rules.

1.6    Inconsistencies

        In the event of any inconsistency or conflict between the terms of this Agreement and the terms of any of the Security, the terms of this Agreement shall govern.

1.7    Non-Business Days

        Whenever any payment to be made hereunder shall be stated to be due or any action is required to be taken hereunder on a day which is not a Business Day, such payments shall be made or such action shall be taken, as the case may be, on the next succeeding Business Day and in the case of the payment of any monetary amount, such extension of time shall in such case be included for the purpose of computation of interest payable hereunder.

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1.8    Late Payments

        If any payment on a Business Day required to be made hereunder by the Borrower is made after 11:00 a.m., such payment shall be deemed to have been made on the next Business Day.

1.9    Accounting Terms

        All accounting terms not specifically defined herein shall be construed in accordance with GAAP and, except as otherwise provided herein, all financial data and statements submitted pursuant to this Agreement shall be prepared and all financial calculations shall be made in accordance with such principles.

1.10  Interpretation Not Affected By Headings, Etc.

        The division of this Agreement into Articles, Sections, Subsections, Paragraphs and Subparagraphs and the insertion of headings and an index are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Loan Agreement", "this Agreement", "hereof", "herein", and "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section, Subsection, Paragraph or Subparagraph or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.11  Rules of Construction

        Words importing the singular number only shall include the plural and vice versa . Words importing the use of any gender shall include all genders. Words importing Persons shall include firms and corporations and vice versa . The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including this Agreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (c) unless otherwise expressly stated, all references in these Provisions to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, these Provisions, but all such references elsewhere in this Agreement shall be construed to refer to this Agreement apart from these Provisions, (d) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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1.12  Severability

        In the event that one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby; provided, however, that if any provision contained herein which materially affects the ability of the Borrower to perform its obligations hereunder and under the Security or materially affects the validity, value or enforceability of this Agreement or the Security shall be invalid, illegal or unenforceable, the Lender may, by written notice to the Borrower, elect to terminate its obligation to make any Advances hereunder. Each of the provisions of this Agreement is hereby declared to be separate and distinct.

1.13  Schedules

        The following schedules are attached hereto and are incorporated in and are deemed to be an integral part of this Agreement:

        Schedule A: Legal Description of the Aventura Lands

        Schedule B: Legal Description of the Remington Lands

        Schedule C: Permitted Encumbrances

        Schedule D: Legal Description of the Palm Meadows Training Center Lands

        Schedule E: Legal Description of the Gulfstream Lands

ARTICLE 2
THE LOAN

2.1    Loan Amount

        Subject to the terms and conditions of this Agreement, the Lender agrees to lend to the Borrower up to an amount equal to the Loan Amount (the " Loan "). The Loan may be used solely for the purpose of financing the Construction Costs and the Lender's Costs as herein contemplated and for no other purpose. Any Advances made and subsequently repaid may not be re-borrowed.

2.2    Advances

        The Borrower shall be entitled to obtain Advances under the Loan upon the following terms and conditions:

(a)

the Borrower shall have given to the Lender notice of its intention to obtain an Advance in accordance with the provisions of Section 4.1 or 4.2, as the case may be;

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(b)

Advances shall not occur more often than twice per month and shall be in amounts which are not less than Two Hundred and Fifty Thousand Dollars ($250,000) each (other than the last Advance, which may be for a lesser amount, and other than Holdback Advances, each of which shall be in an amount of not less than One Hundred Thousand Dollars ($100,000));

(c)

the total of all Advances made hereunder shall not exceed the principal amount of Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000) plus the Costs in respect of which deemed Advances may be made pursuant to Section 3.10, exclusive of any deemed Subsequent Advances pursuant to which interest accrued and remaining unpaid prior to the Remington Facilities Completion Date is capitalized to constitute part of the Loan Amount in accordance with this Agreement;

(d)

the Borrower shall have satisfied, on or before the date of the First Advance, the conditions set out in Section 4.1 and have complied with the requirements of this Section;

(e)

the Borrower shall have satisfied, on or before the date of any Subsequent Advance, the conditions set out in Section 4.2 and shall have complied with the requirements of this Section for each Subsequent Advance;

(f)

no Unmatured Event of Default or Event of Default shall have occurred and be continuing; and

(g)

no Advances shall be made subsequent to December 31, 2006.

2.3    Holdbacks

        Each Advance (other than the Holdback Advances) shall be subject to holdbacks by the Lender in an amount determined by the Lender, acting reasonably, and taking into account Applicable Legal Requirements, the Construction Contracts and any other construction contracts relating to the Construction, which holdbacks shall be advanced to the Borrower in accordance with the provisions of Sections 2.2 and 2.4.

2.4    Holdback Advances

        Upon notification to the Lender by the Cost Consultant of the expiry of all applicable lien periods that relate to the Construction or any discrete portion of the Construction or any contract or sub-contract relating to the Construction, the Borrower shall be entitled to obtain, as an Advance (herein called a " Holdback Advance "), the amounts held back pursuant to Section 2.3 in respect of such Construction (or any such discrete portion thereof or any such contract or sub-contract relating thereto, as applicable), but only upon and in compliance with the following terms and conditions:

(a)

the Borrower shall have delivered a Request for Advance at least five Business Days prior to the date of the Holdback Advance which Request for Advance shall reflect compliance with this Section 2.4 and shall otherwise be complete and acceptable to the Lender;

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(b)

the Borrower shall, on or before the date of the Advance in question, have satisfied the conditions set out in Section 4.2 and no Unmatured Event of Default or Event of Default shall have occurred and be continuing;

(c)

there shall not be any claims for Encumbrances (other than Permitted Encumbrances) registered against title to the applicable Property nor shall the Lender have received notice of any such claim and the Borrower shall have delivered to the Lender statutory declarations or lien waivers, in form and terms acceptable to the Lender, from all Persons entitled to payment pursuant to the Construction Contract in question to the effect that, subject to receipt of the holdback amounts in question, they have been fully paid for the work completed to the date thereof and waiving any rights they may have against the Lender in respect of non-payment for such work to date; and

(d)

payment of a Holdback Advance shall only be made contemporaneously with the payment of another Advance (a "regular Advance") other than another Holdback Advance or a deemed Advance referred to in Section 3.9; provided that this clause (d) shall not apply to any Holdback Advance to be made after the completion of the Construction.

2.5    Advance Payments

        The proceeds of all Advances shall be paid to the Borrower by way of deposit into the Borrower's current account as specified to the Lender in writing from time to time, provided that the Lender may, upon the direction of the Borrower, pay all or part of such proceeds directly to a third party to the extent of any Construction Costs owed to such party which are the subject of such Advance. At its discretion, the Lender may make payment of all or part of such proceeds directly to a third party where necessary in order to preserve the priority of the Security. The Borrower acknowledges that all proceeds advanced hereunder are subject to the terms hereof, including the restrictions set out in Section 8.1(u).

2.6    Evidences of Advances

        The Lender shall maintain a book of account evidencing the indebtedness of the Borrower resulting from each Advance made from time to time and the amounts of principal, interest and other fees payable and paid, and the amount of interest accrued in accordance with the terms hereof, from time to time hereunder. In any legal action or proceeding in respect of this Agreement, the entries made in such book shall be in the absence of manifest error conclusive evidence of the amounts of the obligations of the Borrower therein recorded.

2.7    Termination

        In addition to the rights of the Lender to terminate this Agreement contained in Section 9.2, the Lender shall have the right to terminate this Agreement and shall, upon such termination, be under no further obligation to make any Advances pursuant hereto, in the event that the First Advance has not occurred within 105 days of the date hereof whether due to the failure of the Borrower to request the First Advance, to satisfy the conditions set out in Section 4.1 in connection with a request from the Borrower for an Advance, or otherwise, unless the failure for which is solely attributable to the Lender or its consultants.

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2.8    Term

        Unless otherwise accelerated pursuant to the Loan Documents (as hereinafter defined), the Loan shall mature on the tenth anniversary date of the Remington Facilities Completion Date (the " Remington Maturity Date ").

2.9    Cost Consultant

        In connection with the transactions contemplated hereunder and under the other Loan Documents, the Lender shall have the right (but not the duty) to employ such consultants (hereinafter a " Cost Consultant "), as it may deem appropriate from time to time, to (a) review and make recommendations regarding the work to be performed pursuant to the Construction Contracts, (b) inspect the Remington Property from time to time to ensure that the Remington Facilities are being duly constructed in accordance with the Construction Contracts and the Loan Documents, (c) review and make recommendations to the Lender regarding any elements of a Request for Advance, (d) obtain information and documentation respecting the construction of the Remington Facilities, attend meetings respecting the construction of the Remington Facilities and formulate reports for the Lender pertaining to the construction of the Remington Facilities and (e) perform such other construction related services with respect to the Construction as the Lender from time to time may require, all solely on behalf of the Lender. The reasonable costs and disbursements of such consultants shall be paid by the Borrower upon demand from the Lender, which demand shall be accompanied by an invoice from the Cost Consultant or the Lender. Neither the Lender nor any Cost Consultant shall be deemed to have assumed any responsibility to, or be liable to, the Borrower or any Guarantor with respect to any actions taken or omitted by the Lender or such consultants pursuant to this Section. The Borrower shall be entitled to receive, at its expense, copies of all reports of the Cost Consultant, but shall not be entitled to rely on any statements or actions of the Cost Consultant or any of the Lender's other consultants. Neither the Cost Consultant nor any other consultant retained by the Lender shall have the power or authority to grant any consents or approvals or bind the Lender in any manner, absent written confirmation from the Lender of the accuracy of the information conveyed by such consultant to the Borrower. Any action or determination referred to hereunder as being taken or made by the Cost Consultant may, at the Lender's election in its sole and absolute discretion, instead be taken or made by the Lender. In the event that at any time there shall be no Cost Consultant in place, then all actions or determinations herein specified to be taken or made by the Cost Consultant shall be taken or made by the Lender.

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ARTICLE 3
PAYMENTS AND INTEREST

3.1    Repayment

        Principal and interest (including capitalized interest) in respect of the Loan shall be payable as follows:

(a)

on the first to occur of the Remington Facilities Completion Date and the Gulfstream Facilities Completion Date, there shall be established a separate tranche of the Loan (the " Capitalized Interest Tranche ") to which there shall be allocated (i) on such date, a portion of the then outstanding Loan Amount equal to the aggregate of (A) all interest theretofore capitalized under this Agreement and (B) all interest theretofore capitalized under the Gulfstream Loan Agreement and (ii) thereafter up to and including December 31, 2006, on each date that interest is capitalized under either this Agreement or the Gulfstream Loan Agreement, a portion of the Loan Amount equal to the amount of interest so capitalized. The Loan Amounts allocated to the Capitalized Interest Tranche shall be repaid as provided in Sections 3.3 and 3.1(e);

(b)

the balance of the outstanding Loan Amount on January 1, 2007 (the " Remington Repayment Commencement Date ") not allocated to the Capitalized Interest Tranche, together with interest thereon from and after the Remington Repayment Commencement Date, shall be payable monthly in advance in 12 equal blended monthly instalments per annum of principal and interest (based on a 25-year amortization commencing on the Remington Repayment Commencement Date), without demand on the first Business Day of each calendar month from and including the Remington Repayment Commencement Date, with the first such payment to be made on such date;

(c)

interest accrued on the outstanding balance of the Capitalized Interest Tranche from and including the Remington Repayment Commencement Date shall be payable monthly in arrears on the first Business Day of each calendar month thereafter;

(d)

the Borrower shall make all payments due hereunder by payments to the Lender at a bank account specified by the Lender from time to time; and

(e)

on the Remington Maturity Date, the Borrower shall pay to the Lender the entire amount then owing under the Loan, including, without duplication, all accrued and unpaid interest, the unpaid balance, if any, of the Capitalized Interest Tranche, fees and all other Indebtedness owing as of such date.

3.2    Limitation on Prepayment

        The Borrower shall have no right to pre-pay or otherwise repay the amounts owing under this Agreement except in accordance with the provisions of Section 3.4.

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3.3    Remington Excess Cash Flow Sweep

        Commencing on the Remington Facilities Completion Date, the Borrower shall be required to pay (the " Remington Excess Cash Flow Sweep ") to the Lender, on or before the 10th Business Day following the delivery by the Borrower to the Lender of financial statements of the Borrower for each applicable fiscal quarter, an amount of not less than 75%, and not more than 100%, of the Excess Cash Flow of the Borrower for such fiscal quarter. Each such payment shall be applied in repayment of the Capitalized Interest Tranche. For greater certainty, (a) a repayment pursuant to this Section 3.3 shall not constitute a pre-payment to which the provisions of Section 3.4 shall apply and (b) in the event that the Capitalized Interest Tranche shall be repaid in full pursuant to Section 3.3, the Remington Excess Cash Flow Sweep shall terminate.

3.4    Prepayment

        The Borrower shall have the right to pre-pay the Loan provided that: (i) the Borrower pays the principal amount of the Loan then outstanding (together with, but without duplication, all accrued and unpaid interest, fees and other Indebtedness owing, (including any interest capitalized and added to the principal) as of such date) (the " Pre-Payment Amount ") together with the Pre-Payment Make-Whole Amount; and (ii) the Borrower cancels any undrawn portion of the Loan. Notice of such voluntary pre-payment (a " Pre-Payment Notice ") shall be given by the Borrower (which notice shall be irrevocable when given) to the Lender not later than 30 Business Days prior to the date of such pre-payment, specifying the date of such pre-payment (the " Pre-Payment Date ").

        The " Pre-Payment Make-Whole Amount " is the amount that, if invested by the Lender on the Pre-Payment Date for a term equal to the time period from the Pre-Payment Date to the Remington Maturity Date at a rate equal to the U.S. Government Treasury Yield plus 150 basis points as of the Pre-Payment Date, would yield an amount necessary to provide the Lender with a yield on the Specified Loan Amount, such that the aggregate of the Pre-Payment Make-Whole Amount and the earned income would equal the interest that the Lender would have received under the Loan from the Pre-Payment Date to the Remington Maturity Date. For the purposes hereof, "U.S. Government Treasury Yield" means a rate of interest per annum equal to the weekly average yield to maturity of United States Treasury Notes that have a constant maturity that corresponds to the remaining term to maturity of the Loan as of the Pre-Payment Date, calculated to the nearest 1/12th of a year (the " Remaining Term "). The Treasury Yield will be determined as of the third Business Day immediately preceding the Pre-Payment Date. The weekly average yields of United States Treasury Notes will be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or any successor release (the " H.15 Statistical Release "). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury Notes having a constant maturity that is the same as the Remaining Term, then the Treasury Yield will be equal to such weekly average yield. In all other cases, the Treasury Yield will be calculated by interpolation, on a straight-line basis, between the weekly average yields on the United States Treasury Notes that have a constant maturity closest to and greater than the remaining term and the United States Treasury Notes that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200 of 1% or above being rounded upward. If weekly average yields for United States Treasury Notes are not available in the H.15 Statistical Release or otherwise, then the Treasury Yield will be calculated by interpolation of comparable rates selected by the Independent Investment Banker. For purposes of this Section 3.4, " Independent Investment Banker " means a primary United States Government securities dealer appointed by the Lender after consultation with the Borrower.

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        On receipt of full payment of the Pre-Payment Amount plus the Pre-Payment Make-Whole Amount (plus all costs incurred by the Lender in connection with such pre-payment), which amounts will be paid together by the Borrower on the date set forth in the Pre-Payment Notice (which date will be no less than 15 days and no more than 30 days after the date on which the Lender receives the Pre-Payment Notice), the Lender will promptly execute and deliver (or cause any Administrative Agent to execute and deliver) a full release and discharge of the Security held by it with respect to the transactions and obligations contemplated herein and complete or authorize discharges of all security filings made in respect of the same, but in no event shall such release operate as a release of any indemnities which are stated to survive a termination and/or release of any such security or obligations.

3.5    Interest

        All Advances, including accrued and unpaid interest, fees, expenses and Lender's Costs, shall bear interest, before and after default, at the Interest Rate, with interest on overdue interest at the rate as was applicable immediately prior to any arrears.

        Interest shall accrue daily, be calculated in accordance with Section 1.3 and be due and payable in accordance with Section 3.1; provided, however, that: (a) any interest payable in respect of the Loan accruing prior to the Remington Repayment Commencement Date shall be capitalized and added to the Capitalized Interest Tranche on each Interest Date, and shall be payable as provided in Sections 3.3 and 3.1(e), in which event the interest amount so capitalized shall be treated as principal for all purposes; and (b) any interest accruing from and after the Remington Repayment Commencement Date (including interest accruing during such period on the Capitalized Interest Tranche) shall accrue daily, be calculated in accordance with Section 1.3, and be due and payable from time to time, in accordance with the terms set out in Sections 3.1(b) and (c), as applicable.

3.6    Unwinding Costs

        The Borrower shall, from time to time, indemnify the Lender and hold it harmless from and against any and all costs, losses, liabilities or expenses, including losses of profits, whether on account of interest paid by the Lender to lenders of funds borrowed by it or depositors of funds deposited with it to make or maintain any Advance which it may suffer or incur as a result of any failure by the Borrower to borrow any funds after requesting an Advance (except where such failure is the result of the refusal of the Lender to make such funds available where the Borrower is otherwise entitled to borrow such funds hereunder). The obligations of the Borrower under this Section 3.6 shall survive the payment and performance of the Indebtedness, liabilities and obligations of the Borrower under, and the termination and release by the Lender of, this Agreement and the other Loan Documents.

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3.7    Application of Expropriation Proceeds

        Upon the lawful expropriation or condemnation of the whole or any portion of any of the Properties, the proceeds of such expropriation or condemnation, after deducting amounts required to satisfy the interests of Permitted Encumbrances, up to but not exceeding the amount of the Loan outstanding at the time of the expropriation or condemnation shall be paid immediately over to the Lender, which shall not be considered a pre-payment. The proceeds of such expropriation or condemnation may be applied by the Lender in repayment of the principal amount of the Loan then outstanding (without payment of a Prepayment Make Whole Amount or otherwise cancelling any undrawn amount of the Loan) in accordance with the provisions hereof.

3.8    Interest on Fees and Other Charges

        All fees and other charges or amounts outstanding after demand, maturity, default or judgment owing to the Lender shall bear interest at a rate per annum equal to the Interest Rate. Such interest shall be determined daily, payable on demand and compounded monthly in arrears on the last day of each calendar month.

3.9   [Intentionally Blank]

3.10  Costs, Expenses, Etc.

        The Borrower agrees that all Costs incurred by the Lender, including, in connection with the preparation, execution, delivery and amendment of this Agreement, the Security, any other Loan Documents and/or the Lender's due diligence, including legal, accounting, environmental and other professional fees and expenses, shall be for the account of the Borrower, and (a) provided that there has not occurred an Event of Default or Unmatured Event of Default which is continuing and provided that such amounts are incurred prior to the Remington Facilities Completion Date, shall be deemed for all purposes to have been paid through deemed Advances by the Lender to Borrower under this Agreement and (b) provided that such amounts are incurred on and after the Remington Facilities Completion Date or prior to such date if an Event of Default has occurred and is continuing, shall be paid by the Borrower to the Lender promptly following receipt of an invoice therefor. The Borrower further agrees to promptly pay following receipt of an invoice therefor all such reasonable Costs incurred by the Lender, and all such Costs incurred by the Lender in connection with the underwriting, approval, documentation, modification, workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable), including, without limitation, all fees and expenses, including attorneys' fees and expenses incurred by the Lender in the interpretation and enforcement of its rights hereunder and under the other Loan Documents, including the interpretation and enforcement of any of the Construction Contracts by the Lender, and all such Costs shall be included as additional indebtedness bearing interest at the Interest Rate set forth hereunder and in the Remington Note until paid. For the purposes hereof, " Costs " means all reasonable expenditures and expenses which may be paid or incurred by or on behalf of the Lender, including repair costs, payments to remove or protect against liens, attorneys' (primary and local) and legal fees and costs (including, but not limited to, all appellate level and post-judgment proceedings), receivers' fees, appraisers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental and insurance consultants), all reasonable costs and expenses incurred in connection with any of the foregoing, the Lender's out-of-pocket costs and expenses related to any audit or inspection of the Properties, outlays for documentary and expert evidence, stenographers' charges, documentary transfer and stamp taxes, intangible taxes, escrow fees, publication costs, and costs (which may be estimates as to items to be expended after entry of an order or judgment) for procuring all such abstracts of title, title searches and examination, title insurance policies, and similar data and assurances with respect to title as the Lender may deem reasonably necessary either to prosecute any action or to evidence to bidders at any sale of any collateral the true condition of the title to, or the value of, such collateral. "Costs" shall also include the reasonable fees and expenses of any of the Lender's consultants retained by the Lender pursuant to the terms of this Agreement. Following the Remington Facilities Completion Date, in the event that the Borrower shall at any time fail to remit payments of any such Costs to the Lender within 30 days of the Lender's delivery of an invoice therefor, then the Lender reserves the right, at any time(s) in the future, to require the Borrower to deposit with the Lender an amount of cash equal to the estimated Costs to be incurred by the Lender (a " Cost Retainer ") on account of any pending matter which may result in Costs being incurred by the Lender which the Borrower is responsible to pay to the Lender hereunder. In such an event, the Lender shall have the right to require a Cost Retainer prior to being obligated to take any action required of the Lender under the Loan Documents. Upon written request from the Borrower, the Lender shall provide to the Borrower an accounting as to the receipt and expenditure of each Cost Retainer delivered to the Borrower.

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3.11  Maximum Interest Rate

        Notwithstanding anything to the contrary contained herein in the event that the Interest Rate exceeds the maximum rate of interest allowed by applicable law, as amended from time to time, in any interest period during the term of the Loan, only the maximum rate of interest allowed shall then be charged but thereafter in any interest period or periods during which the rate is less than the maximum rate allowed by applicable law, as amended from time to time, the Interest Rate shall be increased so that the Lender may collect interest in such amount as may have been charged pursuant to the terms of the Remington Note, but which was not charged because of the limitation imposed by law. It is the intent of the parties hereto that in no event shall the amount of interest due or payment in the nature of interest payable hereunder exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such payment is paid by the Borrower or received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall notify the Lender, in writing, that the Borrower elects to have such excess sum returned to it forthwith. The Lender may, in determining the maximum rate of interest allowed under applicable law, as amended from time to time, take advantage of: (i) the rate of interest permitted by Sections 3-605 and 5-107(2) of the Oklahoma Uniform Consumer Credit Code, 14A Okla. Stat. §§ 3-605 and 5-107(2) (relating to maximum rates of loan finance charges on loans which are not consumer loans), and 12 United States Code, Sections 85 and 86, and (ii) any other law, rule, or regulation in effect from time to time, available to the Lender which exempts the Lender from any limit upon the rate of interest it may charge or grants to Lender the right to charge a higher rate of interest than that allowed by Oklahoma law.

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3.12  Payments Free of Withholding Taxes

        (a)    All payments required to be made by the Borrower hereunder shall be made to the Lender free and clear of and without deduction for any and all present and future taxes (other than income taxes payable by the Lender), withholdings, levies, duties and other governmental charges (" Taxes ") with the exception of any Taxes payable by reason of the Lender or any Permitted Lender Assignee being a non-resident of the United States of America. Upon request by the Lender, the Borrower shall furnish to the Lender a receipt for any Taxes paid by the Borrower pursuant to this Section 3.12 or, if no Taxes are payable with respect to any payment required to be made by the Borrower hereunder, either a certificate from each appropriate taxing authority or an opinion of counsel acceptable to the Lender, in either case stating that such payment is exempt from or not subject to Taxes. If any Taxes are paid or payable by the Lender, other than Taxes which were payable solely by reason of the Lender becoming a non-resident of the United States of America or the assignment by the Lender, at a time when no demand had been made by the Lender hereunder or, if demand has been made, the time period within which the Borrower must respond to such demand has not expired, of any of its rights hereunder or under the Security to a Person that was a non-resident of the United States of America, the Borrower will, upon demand by the Lender, and whether or not such Taxes shall be correctly or legally asserted, indemnify the Lender for such payments, together with any interest, penalties and expenses in connection therewith plus interest thereon at the applicable rate under the Loan, as the case may be (calculated as if such payments constituted overdue amounts of principal as of the date of making such payments). In the event that any such Taxes paid by the Lender and reimbursed by the Borrower are incorrectly or illegally asserted, the Lender shall, at the request and expense of the Borrower, cooperate with the Borrower in order to enable the Borrower to obtain a payment of such Taxes. The obligations of the Borrower under this Section 3.12 shall survive the payment and performance of the Indebtedness, liabilities and obligations of the Borrower under, and the termination and release by the Lender of, this Agreement and the other Loan Documents.

        (b)    The Lender shall indemnify and save the Borrower harmless from and against any Loss arising by reason of the Lender or any Permitted Lender Assignee being a non-resident of the United States of America, including, without limitation, the loss of any deductions or credits in respect of Taxes relating to interest paid pursuant to this Agreement.

3.13  Concurrent Exercise of Prepayment Rights

        Notwithstanding anything to the contrary in Section 3.4, the parties agree that, in the event the Gulfstream Loan Agreement shall be in effect, it is a condition to the exercise by the Borrower of its prepayment rights under Section 3.4 that the Gulfstream Guarantor exercise its prepayment rights under Section 3.4 of the Gulfstream Loan Agreement concurrently and that any amounts payable hereunder and thereunder as a result of such concurrent exercise of prepayment rights are due and payable, and are paid, on the same day.

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ARTICLE 4
ADVANCES UNDER THE LOAN

4.1    First Advance

        The Borrower shall be entitled to obtain the first Advance (herein called the " First Advance ") under the Loan upon, and only in compliance with the following terms and upon satisfaction of the following conditions, all in form and substance satisfactory to the Lender in its sole discretion:

(a)

the First Advance shall occur upon a date (herein called the " First Advance Date ") determined by the Borrower, provided that the Borrower shall have delivered to the Lender a complete and accurate Request for Advance, which Request for Advance shall reflect compliance by the Borrower with the provisions of this Section 4.1 and, among other things, shall contain the certificate of a senior officer of the Borrower which shall:

(i)

certify as to the aggregate amount of Construction Costs paid or incurred and payable by the Borrower at the date thereof which are the subject of the Request for Advance in question;

(ii)

show any construction lien holdback;

(iii)

certify that all such Construction Costs are in accordance with the budget and Plans and that the amount remaining to be advanced under the Loan for the Construction is not less than the remaining Construction Costs that will be required to achieve completion of the Construction; and

(iv)

certify that, to the best of such Person's knowledge, all construction to the date of the certificate is in material compliance with all Applicable Legal Requirements, the issued building permits and the Plans, and that there are no material infractions in respect thereof whatsoever.

Such certificate, as part of the Request for Advance, shall be supported by evidence satisfactory to the Lender, acting reasonably, and, if requested by the Lender, shall be accompanied by receipts, invoices, where available and where such costs have not yet been paid, or other satisfactory evidence for the payment of all Construction Costs forming part of the Advance requested, which shall be verified by and acceptable to the Lender. In addition, the Request for Advance shall be accompanied by: (a) copies of all lien waivers or releases for all lienable work performed on the Remington Property and paid for with the proceeds of the prior disbursement or otherwise (all such waivers or releases to be in such form as is reasonably required by Lender), (b) copies of all contractor's affidavits as to payment of work to the date and the Borrower's affidavit as to such work as is not covered by the Construction Contracts, each together with supporting documentation evidencing to the Lender's satisfaction payment of all Construction Costs to date and funded under the Loan, (c) a report in form and content satisfactory to the Lender from the Cost Consultant, and (d) such other documents supporting the Request for Advance as the Lender may reasonably request;

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(b)

the First Advance shall include an amount equal to the Lender's Pre-Advance Expenses (as determined by the Lender), and the cash portion of such First Advance shall be in an amount which does not exceed the value of the work in place for the Construction, as determined by the Cost Consultant, provided that the amount remaining to be advanced under the Loan for the Construction shall never be less than the remaining Construction Costs that will be required to achieve completion of the Construction, as estimated by the Cost Consultant;

(c)

the Borrower shall have made available to the Lender true copies, where available, or otherwise photocopies of all Construction Contracts;

(d)

[intentionally deleted] ;

(e)

the Borrower and the Guarantors shall have made available to the Lender certified copies of their incorporating documents and shall have delivered to the Lender incumbency certificates with respect to the officers of the Borrower and the Guarantors signing this Agreement and the Security;

(f)

the Borrower and the Guarantors shall have delivered to the Lender resolutions authorizing the Loan and any documents to be provided pursuant to the provisions hereof, and all documents evidencing any necessary corporate action of the Borrower and the Guarantors certified by appropriate officers thereof;

(g)

the representations and warranties set forth in Article 6 shall be true and accurate in all respects as of the date of the First Advance, and the Borrower and the Guarantors shall have delivered to the Lender a certificate of senior officers of each of the Borrower and the Guarantors (but not in their personal capacity) to the foregoing effect;

(h)

the Borrower and the Guarantors shall have made available to the Lender true copies of all of the Material Agreements then in existence, together with the consents and acknowledgements of all parties thereto required by the terms of such Material Agreements (other than the Borrower or the Guarantors, as applicable), to the grant of the Security in such Material Agreements all of which shall be in form, scope and terms satisfactory to the Lender and its counsel, acting reasonably;

(i)

the Lender shall have received the Security, all in form and substance satisfactory to the Lender, and all action required by the Borrower and the Guarantors to fully perfect and maintain such Security of and upon the assets of the Borrower and the Guarantors to which it applies shall have been successfully completed, including completion of all security filings under UCC and real property registrations;

(j)

the Borrower shall have delivered to the Lender a certificate of the Borrower in a form satisfactory to the Lender certifying the good standing of the Borrower and the Guarantors under, and the validity and currency in force of, all Permitted Encumbrances and Material Agreements;

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(k)

the Lender shall be satisfied, acting reasonably, with the budget for the Construction;

(l)

the Cost Consultant shall have performed an inspection of the Construction and reported to the Lender that the amount of Construction in place and the cost to complete in respect of the Construction do not exceed an aggregate of Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000);

(m)

the Borrower and/or the Guarantors shall have made available to the Lender tax certificates or other documentation reasonably satisfactory to Lender in respect of each of the Properties, evidencing that all municipal taxes and assessments due and payable in respect thereof up to the date of the First Advance have been paid in full;

(n)

no litigation, regulatory or other proceeding shall have been commenced seeking to restrict the Borrower and/or the Guarantors from completing the transactions contemplated hereby;

(o)

without derogating from the Borrower's and the Guarantors' representations, warranties and covenants herein and under the Loan Documents, the Lender shall be satisfied with: (i) its due diligence review of the Properties, including with respect to environmental reports and ability to rely upon such reports, environmental and other approvals, title to properties and assets and legal matters; (ii) its due diligence relating to the Remington Facilities, including as to the reasonable likelihood of the issuance of all Governmental Authorizations required to construct, open and operate the Remington Facilities; and (iii) its assessment of all environmental conditions relating to the Properties and actual or potential environmental liabilities of the Borrower and the Guarantors and those of their respective subsidiaries specified by the Lender, including any appropriate insurance;

(p)

in the opinion of the Lender, no Material Adverse Change shall have occurred since the dates of the combined financial statements referred to in Sections 6.1(i) and 6.1(j);

(q)

the Borrower shall have made available to the Lender copies of paid-up policies evidencing the insurance to be maintained by the Borrower and/or any of the Guarantors pursuant to Section 7.1(r);

(r)

the Lender shall have received a title insurance commitment or commitments, in from and substance satisfactory to the Lender, committing the title insurer to issue a lender's title insurance policy (the " Title Policy ") within 90 days thereafter in an amount to be determined by the Lender, acting reasonably, from First American Title Insurance Company (or any other title company acceptable to the Lender) (the " Title Company "), insuring the Borrower's leasehold and fee interests in the Remington Property and the applicable Guarantor's fee ownership of the other Properties, the marketability of title, that the Remington Mortgage is a valid first priority Encumbrance on the leasehold and fee ownership interest of the Borrower in respect of the Remington Property, that the Gulfstream/Aventura Second Mortgage is a valid second priority encumbrance on the Gulfstream/Aventura Property and the Palm Meadows Training Center Second Mortgage is a valid second priority Encumbrance on the Palm Meadows Training Center Property, in each case, free and clear of Encumbrances other than the Permitted Encumbrances and exceptions to title approved in writing by the Lender, the validity and effectiveness of any such Encumbrances on the exercise by the Lender of its rights and remedies upon the occurrence of an Event of Default under this Agreement, together with an endorsement to the Lender's title insurance policy to confirm that the title insurance will continue to be effective following the platting of the Properties. The Title Policy shall also contain any endorsements reasonably required by the Lender;

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(s)

the Borrower and the Guarantors shall also have made available to the Lender surveys with respect to the Properties certified by independent, duly qualified, Florida or Oklahoma Land Surveyors, as applicable, satisfactory in substance and form to the Lender and the Lender's Florida Agent and Oklahoma Agent, respectively, all of which surveys shall evidence no title defects other than Permitted Encumbrances or defects which have been insured over by title insurance;

(t)

the Borrower shall have delivered to the Lender certificates of the Architect or a professional engineer responsible for the design of the Construction in substance and form satisfactory to the Lender and to the counsel for the Lender (acting reasonably) to the effect that:

(i)

such Architect or professional engineer, as the case may be, is responsible for the preparation of the Plans and the supervision of the Construction in accordance with such Plans;

(ii)

the Plans have been approved by all authorities having jurisdiction and the Construction has been constructed to date substantially in accordance with such Plans; and

(iii)

all permits, licences or other evidence of authorization required for such Construction to date have been obtained;

(u)

the Construction, to the extent constructed to date, complies in all material respects with all applicable zoning and building codes, ordinances and regulations;

(v)

the Lender shall be satisfied with the zoning and other by-law and regulatory requirements for the Construction;

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(w)

the Borrower and the Guarantors shall have delivered to the Lender opinions of each of the Borrower's and Guarantors' Florida Agent and the Borrower's Oklahoma Counsel addressed to the Lender, the Lender's Counsel and, as applicable, the Lender's Florida Agent or the Lender's Oklahoma Counsel, in form, scope and substance satisfactory to the Lender and its counsel, acting reasonably, which shall be similar, mutatis mutandis , to opinions provided to the Lender in connection with the initial advance under the Gulfstream Loan Agreement;

(x)

the Lender shall have received the Zoo Trust Consent, and the Security to be provided by the Borrower shall have been duly registered in all applicable offices of public record;

(y)

all proceedings to be taken in connection with the transactions contemplated by this Agreement in connection with the First Advance, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Lender, and the Borrower and the Guarantors shall have provided to or made available to the Lender copies of all documents which the Lender may reasonably request in connection with the First Advance, said transactions and copies of the records of all corporate proceedings in connection therewith in form and substance reasonably satisfactory to the Lender;

(z)

the Borrower shall, prior to such Advance and, in accordance with Section 7.1(l), have funded at its own cost and expense, any cost overruns which have been identified by the Cost Consultant;

(aa)

the Borrower shall have delivered to the Lender a fully executed amendment to the credit facility between Bank of Montreal and MEC that makes all changes necessary to permit the transactions contemplated by this Agreement;

(bb)

the Lender shall have received reasonably current environmental reports in respect of the Remington Property and the Palm Meadows Training Center Property prepared by a duly qualified environmental consultant, together with reliance letters addressed to the Lender, all to be in form, scope and terms satisfactory to the Lender, and the Lender shall be satisfied with such environmental reports, in its sole and absolute discretion;

(cc)

the Lender shall have received a reasonably current appraisal of the Palm Meadows Training Center Property prepared by a duly qualified property appraiser, indicating that the value of such Property is not less than Forty-Five Million Dollars ($45,000,000), in form, scope and terms satisfactory to the Lender, in its sole and absolute discretion;

(dd)

the Lender shall have received a feasibility study with respect to the Remington Facility, prepared by an experienced gaming consultant acceptable to the Lender, acting reasonably, and the Lender shall be satisfied therewith in its sole and absolute discretion;

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(ee)

the Lender shall have received the documents referred to in Section 7.1(d)(ii)(A), 7.1(d)(ii)(B), 7.1(d)(ii)(C), 7.1(d)(ii)(D), 7.1(d)(ii)(E), 7.1(d)(ii)(F), and 7.1(d)(iii) as at or for the most recently completed month, fiscal quarter or fiscal year or for the future fiscal year or years, as applicable;

(ff)

no Event of Default or Unmatured Event of Default shall have occurred and be continuing or will result from the making of the First Advance;

(gg)

the Gulfstream Guarantor shall have provided due and timely notice to the Florida Division of Pari-Mutuel Wagering in connection with its entering into of the Security and other applicable Loan Documents;

(hh)

no event of default or unmatured event of default under the Gulfstream Loan Agreement shall have occurred and be continuing; and

(ii)

the Lender's financing commitment for "The Meadows Construction Loan" as referred in the term sheet dated December 8, 2004 between MEC and the Lender shall have been terminated by mutual agreement of all parties thereto.

4.2    Subsequent Advances

        The Borrower shall be entitled to obtain subsequent advances of funds (herein called " Subsequent Advances ") under the Loan, upon the following terms and conditions:

(a)

except with respect to Advances deemed to be made hereunder, Subsequent Advances shall occur not more frequently than twice a month, upon a date (herein called a " Subsequent Advance Date ") determined by the Borrower by way of written notice to the Lender in the form of a Request for Advance given at least five (5) Business Days prior to the Subsequent Advance Date in question which Request for Advance shall reflect compliance with this Section 4.2 and, in particular, shall contain the same form of officer's certificate and supporting documentation as is required for a Request for Advance pursuant to Section 4.1(a) and shall otherwise be complete and acceptable to the Lender, acting reasonably;

(b)

the amount of any Subsequent Advance shall be in an amount which, together with the aggregate of all previous Advances for the Construction, does not exceed the value of the work in place for the Construction, as determined by the Cost Consultant, provided that the amount remaining to be advanced under the Loan for the Construction shall never be less than the remaining Construction Costs that will be required to achieve completion of the Construction, as estimated by the Cost Consultant;

(c)

insofar only as any agreement granting additional security that was not in place at the time of the giving of a previous opinion under Section 4.1 or this Section is given in favour of the Lender, the Lender shall have _. received updated opinions in form, substance and scope satisfactory to the Lender and its counsel to the same effect as the opinions delivered pursuant to Section 4.1;

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(d)

if so requested, the Lender shall have received an opinion from counsel to the Borrower and/or the Guarantors in form, substance and scope satisfactory to the Lender and its counsel confirming the effectiveness, perfection and priority of the Security;

(e)

the Borrower shall, prior to such Advance and in accordance with Section 7.1(i), have funded at its own cost and expense any cost overruns which have been identified by the Lender or the Cost Consultant;

(f)

the Lender shall have received from the Cost Consultant a report satisfactory to the Lender as to the progress of the Construction as of the Subsequent Advance Date in question;

(g)

Subsections 4.1(c), (h), (u) and (v) shall have been satisfied and shall continue to be true and accurate and in full force and effect as of the Subsequent Advance Date in question;

(h)

the representations and warranties set forth in Article 6 shall be true and accurate in all respects as of the date of the Subsequent Advance (except as such representations and warranties may be updated or otherwise modified to reflect any changes consented to in writing by the Lender), and the Borrower and the Guarantors shall have delivered to the Lender a certificate of senior officers of each of the Borrower and the Guarantors, without personal liability, as to the foregoing effect;

(i)

from and after the completion of construction of the Remington Facilities, the Lender will not be required to make any Subsequent Advances, other than Holdback Advances;

(j)

the final Advance for sums due on the Construction Contracts shall be made following completion of the work contemplated thereby to the satisfaction of the Lender and the Cost Consultant and the furnishing of the following documents to the Lender and the Cost Consultant: (i) all required affidavits from the contractor under the applicable Construction Contracts and the Borrower, (ii) a certificate from the Architect certifying that the applicable work was completed in accordance with the Plans, (iii) final releases or lien waivers from all applicable contractors and other lienors (including, without limitation, the lien rights of the construction contractor), which releases or waivers must be acceptable to the Lender and the Title Company; provided, however, that the Borrower shall obtain and deliver to the Lender a final unqualified lien