Exhibit 10.4  


Execution Copy  


        THIS THIRD AMENDING AGREEMENT, made as of the 26 day of September, 2006. 


BETWEEN: 






MAGNA ENTERTAINMENT CORP.,

a corporation incorporated under the laws of the

State of Delaware, 


(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 — 






MEC PENNSYLVANIA RACING, INC.,

a corporation incorporated under the laws of the

Commonwealth of Pennsylvania, 






— and —







WASHINGTON TROTTING ASSOCIATION, INC.,

a corporation incorporated under the laws of the

State of Delaware, 






— and — 






MOUNTAIN LAUREL RACING, INC.,

a corporation incorporated under the laws of the

State of Delaware, 


(hereinafter
collectively called "The Meadows

Guarantors"), 






OF
THE THIRD PART, 







— and — 






PACIFIC RACING ASSOCIATION,

a corporation incorporated under the laws of the

State of California, 






— and —







MEC LAND HOLDINGS (CALIFORNIA) INC.,

a corporation incorporated under the laws of the

State of California, 


(hereinafter
collectively called the "Golden Gate

Fields Guarantors"), 






OF
THE FOURTH PART, 


— and —







THE SANTA ANITA COMPANIES, INC.,

a corporation incorporated under the laws of the

State of Delaware, 






— and — 






LOS ANGELES TURF CLUB,

INCORPORATED,

a corporation incorporated under the laws of the

State of California, 


(hereinafter
collectively called the "Santa Anita

Guarantors"), 






OF
THE FIFTH 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 SIXTH PART, 







— and — 






GPRA THOROUGHBRED TRAINING

CENTER INC.,

a corporation incorporated under the laws of the

State of Delaware, 


(hereinafter
called the "Palm Meadows Training

Guarantor"), 






OF
THE SEVENTH PART, 


— and —







SLRD THOROUGHBRED TRAINING

CENTER, INC.,

a corporation incorporated under the laws of the

State of Delaware, 


(hereinafter
called the "San Luis Rey Downs

Guarantor"), 






OF
THE EIGHTH PART, 


— and —







MEC DIXON, INC.,

a corporation incorporated under the laws of the

State of Delaware, 


(hereinafter
called the "Dixon Guarantor"), 






OF
THE NINTH PART, 


— and —







SUNSHINE MEADOWS RACING INC.,

a corporation incorporated under the laws of the

State of Delaware, 


(hereinafter
called the "Ocala Guarantor") (the

Meadows Guarantors, the Golden Gate Fields

Guarantors, the Santa Anita Guarantors, the

Gulfstream Guarantor, the Palm Meadows Training

Guarantor, the San Luis Rey Downs Guarantor, the

Dixon Guarantor and the Ocala Guarantor

hereinafter collectively called the "Original

Guarantors"), 






OF
THE TENTH PART, 







— and — 






OTL, INC.,

a corporation incorporated under the laws of the

State of New York, 






— and —







DLR, INC.,

a corporation incorporated under the laws of the

State of New York, 


(hereinafter
collectively called the "New York

Lands Guarantors"), 






OF
THE ELEVENTH PART, 


— and —







PALM MEADOWS ESTATES, LLC,

a corporation incorporated under the laws of the

State of Delaware, 



(hereinafter
called the "Palm Meadows

Residential Guarantor"), 






OF
THE TWELFTH PART, 


— and — 






THISTLEDOWN, INC.,

a corporation incorporated under the laws of the

State of Ohio, 


(hereinafter
called the "Thistledown Guarantor",

and together with the New York Lands Guarantors

and the Palm Meadows Residential Guarantors, the

"Additional Guarantors"), 






OF
THE THIRTEENTH PART, 


        WHEREAS the Lender, as lender, the Borrower, as borrower, and the Original Guarantors, as guarantors, are parties to a bridge loan
agreement made as of July 22, 2005 (the "Original Bridge Loan Agreement"), as supplemented and amended by a bridge loan consent and waiver
agreement made as of October 14, 2005 (the "Bridge Loan Consent and Waiver Agreement"), as amended by a first amending agreement
(the "First Bridge Loan Amending Agreement") made as of February 1, 2006 between the Lender, as lender, the Borrower, as borrower, the
Original Guarantors, as guarantors, and the Additional Guarantors, as guarantors, as amended by a second amending agreement (the "Second Bridge Loan Amending
Agreement") made as of July 26, 2006 between the Lender, as lender, the Borrower, as borrower, the Original Guarantors, as guarantors, and the Additional Guarantors, as
guarantors (the Original Bridge Loan Agreement, as amended by the Bridge Loan Consent and Waiver Agreement, the First Bridge Loan Amending Agreement and the Second Bridge Loan Amending
Agreement being referred to herein as the "Bridge Loan Agreement"); 








        AND WHEREAS the Lender, the Borrower, and the Meadows Guarantors are parties to a forbearance and release agreement
(the "Forbearance and Release Agreement") made as of July 26, 2006, pursuant to which the Lender agreed, subject to the terms and
conditions set out therein: (i) to forbear from exercising certain rights under The Meadows Guarantees and Indemnities and The Meadows Security; and (ii) subject to satisfaction of
conditions precedent set out therein, to release The Meadows Security and terminate The Meadows Guarantee and Indemnity; 


        AND WHEREAS the Lender, the Borrower, the Original Guarantors and the Additional Guarantors (the Original Guarantors and the
Additional Guarantors being collectively referred to herein as the "Guarantors ") have agreed to amend the Bridge Loan Agreement in certain respects as
set out herein; 


        NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and the sum of Ten Dollars ($10.00)
paid by each of the parties hereto to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and
agree as follows: 


	1.
	Definitions.    Unless otherwise defined herein, all capitalized terms used in this agreement
(this "Agreement") shall have the respective meanings ascribed to them in the Bridge Loan Agreement.



	2.
	Bridge Loan Agreement Modifications.    The parties hereby agree that notwithstanding the
provisions of Section 10.17 of the Bridge Loan Agreement and/or any of the Loan Documents, and without derogating from the provisions of the Forbearance and Release Agreement (which the Lender
acknowledges is in full force and effect as of the date hereof), the Bridge Loan Agreement may also, during the period (the "Forbearance Period")
that the Forbearance and Release Agreement is in effect, be modified by written agreement between the Lender, the Borrower, and the Guarantors (other than The Meadows Guarantors), and any such
modification, shall, notwithstanding the fact that The Meadows Guarantors have not executed such modification, be binding on the Lender, the Borrower, and all of the Guarantors (including The Meadows
Guarantors) provided, that the forbearance provided in Section 2.1 of the Forbearance Agreement shall apply to each such modification. For greater certainty, in the event that the forbearance
set out in the Forbearance and Release Agreement terminates in accordance with the provisions of Section 2.2 of the Forbearance and Release Agreement, any such modifications made during the
Forbearance Period shall, notwithstanding such termination, continue to bind Lender, the Borrower, and all of the Guarantors (including The Meadows Guarantors) and, in the event that the Lender
delivers the Releases (as defined in the Forbearance and Release Agreement) any such modifications made during the Forbearance Period shall thereafter only bind the Lender, the Borrower, and
the Guarantors (other than The Meadows Guarantors).



	3.
	Confirmation of Amended Bridge Loan Agreement.    The Bridge Loan Agreement, as amended by this
Agreement, is hereby ratified and confirmed in all respects and time shall remain of the essence. After the date hereof, all references in each Loan Document and the Forbearance and Release Agreement
to the Credit Agreement or Loan Agreement shall be deemed to be a reference to the Bridge Loan Agreement as amended by this Agreement or any agreement permitted hereunder. 







	4.
	Guarantor Confirmation.    Each of the Guarantors hereby acknowledges that it has read this
Agreement and consents to the terms thereof. Each of the Guarantors hereby also confirms and agrees that, notwithstanding the effectiveness of this Agreement (and in respect of The Meadows
Guarantors, subject to the terms of the Forbearance Agreement): (a) the obligations of each Guarantor under its applicable Guaranty shall not be impaired or affected; and (b) the
applicable Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.



	5.
	Notification of Subsequent Modifications.    In the event the Bridge Loan Agreement is modified
after the date hereof in a manner that is determined by the Borrower, acting reasonably, to require public disclosure under applicable securities laws, the Borrower shall notify The Meadows Guarantors
of the nature of such modifications in advance of such public disclosure being made. The Meadows Guarantors shall keep all such information strictly confidential until such time as the public
disclosure is made by the Borrower.



	6.
	Successors and Assigns.    This Agreement shall enure to the benefit of and shall be binding on
and enforceable by the parties hereto and their respective successors and permitted assigns.



	7.
	Governing Law.    This Agreement shall be governed by and construed in accordance with the laws
of the State of New York and the federal laws of the United States of America applicable herein.



	8.
	Time of the Essence.    Time shall be of the essence of this Agreement. If anything herein is to
be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. Where in this Agreement a number of days is prescribed, the number shall be computed by
excluding the first day and including the last day.



	9.
	Headings, Extended Meanings.    The headings in this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof. In this Agreement, words importing the singular include the plural and  vice versa; words
importing the masculine gender include the feminine and vice versa; and words
importing persons include firms or corporations and vice versa.



	10.
	Counterparts.    This Agreement may be executed in counterparts and may be delivered by
e-mail and/or facsimile transmission. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused the same to be executed by their duly authorized representatives. 









	 	 	 	MAGNA ENTERTAINMENT CORP., as Borrower
	
 *	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
MEC PENNSYLVANIA RACING, INC.
	
 	
 	

By:	

          /s/ William J. Paulos

	 	 	 	Name:	William J. Paulos
	 	 	 	Title:	President, Treasurer and Secretary
	
 	
 	
WASHINGTON TROTTING ASSOCIATION, INC.
	
 	
 	

By:	

          /s/ William J. Paulos

	 	 	 	Name:	William J. Paulos
	 	 	 	Title:	President, Treasurer and Secretary
	
 	
 	
MOUNTAIN LAUREL RACING, INC.
	
 	
 	

By:	

          /s/ William J. Paulos

	 	 	 	Name:	William J. Paulos
	 	 	 	Title:	President, Treasurer and Secretary
	 	 	 	 	 









	
 	
 	
PACIFIC RACING ASSOCIATION
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
MEC LAND HOLDINGS (CALIFORNIA) INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	
THE SANTA ANITA COMPANIES, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
LOS ANGELES TURF CLUB, INCORPORATED
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	
GULFSTREAM PARK RACING ASSOCIATION, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
SLRD THOROUGHBRED TRAINING CENTER, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford
 Name: William Ford

Title: Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	
MEC DIXON, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
GPRA THOROUGHBRED TRAINING CENTER, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	

 	
SUNSHINE MEADOWS RACING INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
OTL, INC.	

 
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	
DLR, INC.	

 
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	
 	
 	
PALM MEADOWS ESTATES, LLC
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford

	 	 	 	Name:	William Ford
	 	 	 	Title:	Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 









	
 	
 	
THISTLEDOWN, INC.
	
 	
 	

By:	

          /s/ Blake Tohana

	 	 	 	Name:	Blake Tohana
	 	 	 	Title:	Executive Vice President and

Chief Financial Officer
	
 	
 	

By:	

          /s/ William Ford
 Name: William Ford

Title: Secretary
	
 	
 	

 	

We have authority to bind the Corporation.
	 	 	 	 	 










	
 	
 	
MID ISLANDI SF.,

ACTING THROUGH ITS ZUG BRANCH
	
 	
 	

By:	

          /s/ Thomas Schultheiss

	 	 	 	Name:	Thomas Schultheiss
	 	 	 	Title:	Branch Manager
	
 	
 	

By:	

          /s/ Herta Kessler

	 	 	 	Name:	Herta Kessler
	 	 	 	Title:	Branch Manager
	
 	
 	

 	

We have authority to bind the Partnership.