EXHIBIT 10.2  


FIRST AMENDING AGREEMENT  


THIS AGREEMENT is made as of June 8, 2004, 


B E T W E E N:


MAGNA ENTERTAINMENT CORP.


 as Borrower (the "Borrower")  


-and-  


THE GUARANTORS SET FORTH


ON THE SIGNATURE PAGES HEREOF


as Guarantors (collectively, the "Guarantors")


-and-  


BANK OF MONTREAL, ACTING THROUGH ITS  


 CHICAGO LENDING OFFICE


as Lender (the "Lender")


-and-  


BANK OF MONTREAL, ACTING THROUGH ITS


CHICAGO LENDING OFFICE


as Agent (the "Agent")


RECITALS:


	A.
	The
Lender has made a certain credit facility available to the Borrower in accordance with the terms and conditions set out in a loan agreement (the "Loan Agreement") dated as of
October 10, 2003, between the Borrower, the Guarantors, the Lender, the Agent and BMO Nesbitt Burns Inc., a Division of Bank of Montreal, as arranger; and



	B.
	The
Borrower, the Lender and the Agent have agreed to certain amendments to the Loan Agreement, which are set out in this Agreement. 



        NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged) the parties agree as follows: 







 

1.    Interpretation  


        Capitalized terms not defined in this Agreement have the meaning given to such terms in the Loan Agreement. 


2.    Amendment to Loan Agreement  


        The parties hereto agree to amend the Loan Agreement by deleting paragraph (a) of the definition of
"EBITDA" in its entirety and replacing it with the following new paragraph (a): 



	"(a)
	increased
by the sum of (without duplication) (i) income tax expense for such period; (ii) interest expense for such period, (iii) depreciation and amortization
expense for such period, (iv) non-cash losses incurred during such period, and (v) predevelopment and other costs, up to a maximum of $10,000,000, as presented on such
Person's statement of operations for such period, in each case to the extent such amounts were included in the calculation of Net Income of such Person for such period;". 




3.    Loan Agreement  



        Save as expressly amended by this Agreement, all other terms and conditions of the Loan Agreement and each of the Loan Documents remain in full force and effect,
unamended, and this Agreement constitutes a Loan Document for the purposes of the Loan Agreement. 


4.    Guarantee and Security  


        Each of the Guarantors acknowledges and confirms that (i) the guarantee granted by it pursuant to Article 10 of the Loan Agreement constitutes a
continuing guarantee of, among other things, all present and future obligations of the Borrower to the Lender under the Loan Agreement and shall remain in full force and effect; and (ii) each
of the other Loan Documents executed by it shall remain in full force and effect. In addition, (i) MEC Land Holdings (California) Inc. acknowledges and confirms that the Golden Gate
Mortgage constitutes continuing security for the obligations secured thereby and shall remain in full force and effect, and (ii) The Santa Anita Companies, Inc. acknowledges and confirms
that the Santa Anita Mortgage constitutes continuing security for the obligations secured thereby and shall remain in full force and effect. 


5.    Representations and Warranties  



        The Borrower represents and warrants to the Agent and the Lender that all of the representations and warranties of the Borrower in the Loan Agreement are true and
correct on the date hereof. 


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6.    Counterparts  


        This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. 


        IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above. 



	 	MAGNA ENTERTAINMENT CORP., as Borrower
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:
	
 	
BAY MEADOWS OPERATING COMPANY LLC, as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related
thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:




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	 	GULFSTREAM PARK RACING ASSOCIATION, INC., as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related
thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:
	
 	
PACIFIC RACING ASSOCIATION, as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:




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	 	MEC LAND HOLDINGS (CALIFORNIA) INC., as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:
	
 	
THE SANTA ANITA COMPANIES, INC., as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:




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LOS ANGELES TURF CLUB, INCORPORATED, as Guarantor, but only with respect to Article 10 of the Loan Agreement and all other provisions related
thereto
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:
	
 	
BANK OF MONTREAL, acting through its Chicago lending office, as Lender
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:




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	 	BANK OF MONTREAL, acting through its Chicago lending office, as Agent
	 	 	 
	 	By:	/signed/
 Name:

Title:
	 	 	 
	 	By:	/signed/
 Name:

Title:




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