0001047469-03-027529 Sample Contracts

GUARANTEE
Guarantee Agreement • August 14th, 2003 • Magna Entertainment Corp • Services-racing, including track operation • Ontario

GUARANTEE AGREEMENT made the 18th day of October, 2002 by FLAMBORO DOWNS HOLDINGS LIMITED, a corporation incorporated under the laws of the Province of Ontario (the "Guarantor") to and in favour of CHARLES JURAVINSKI and MARGARET JURAVINSKI, on joint account, with right of survivorship, of the City of Hamilton, in the Province of Ontario (collectively, the "Creditor").

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REGISTRATION RIGHTS AGREEMENT AMONG MAGNA ENTERTAINMENT CORP. AND BANK AUSTRIA CREDITANSTALT AG DATED AS OF June 2, 2003
Registration Rights Agreement • August 14th, 2003 • Magna Entertainment Corp • Services-racing, including track operation • New York

This Agreement is made pursuant to the Purchase Agreement dated May 20, 2003, between the Company and the Initial Purchaser (the "Purchase Agreement"). The Initial Purchaser has agreed to purchase from the Company $100,000,000 in aggregate principal amount of the Company's 8.55% Convertible Subordinated Notes due June 15, 2010 (the "Notes"). The Notes will be convertible into fully paid, nonassessable shares of the Company's Class A Subordinate Voting Stock, par value $0.01 per share (the "Class A Subordinate Voting Stock"), on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchaser to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 6(m) of the Purchase Agreement.

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