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EXHIBIT 10.21
                              AMENDMENT NO. 1 TO

                          TERM LOAN CREDIT AGREEMENT

     THIS AMENDMENT NO. 1 dated as of January 24, 2000 (this "Amendment") is
                                                              ---------
entered into between The Santa Anita Companies, Inc., a Delaware corporation
(the "Borrower"), and Wells Fargo Bank, National Association (the "Bank"), and
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amends the Term Loan Credit Agreement dated as of November 15, 1999 (as amended
hereby and as the same may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") between the Borrower and the
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Bank.  Terms defined in the Credit Agreement and not otherwise defined herein
are used herein as therein defined.

     WHEREAS, the Borrower has requested that the Bank agree to amend certain
provisions of the Credit Agreement and the Bank is willing to make such
amendments on the terms and subject to the conditions set forth herein;

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

     Section 1.  Amendment to Section 1.1 of the Credit Agreement.  The
definition of the term "Commitment Termination Date" set forth in Section 1.1 of
the Credit Agreement is hereby amended and restated to read in its entirety as
follows:

     "'Commitment Termination Date' means February 29, 2000.".

     Section 2.  Fees.  In consideration of the agreement of the Bank to extend
the Commitment Termination Date pursuant to Section 1 of this Amendment, the
Borrower hereby agrees to pay to the Bank on the Effective Date an amendment fee
(an "Amendment Fee") equal to $50,000.  The Amendment Fee shall be payable in
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immediately available funds and, once paid, shall not be refundable, provided
that in the event the Funding Date occurs prior to February 15, 2000, the Bank
shall refund $25,000 of the Amendment Fee to the Borrower.

     Section 3.  Representations and Warranties.  To induce the Bank to enter
into this Amendment, the Borrower represents and warrants to the Bank that (a)
as of the date hereof no Event of Default or Default has occurred and is
continuing and (b) except for representations and warranties which expressly
speak as of a different, specific date, all of the representations and
warranties of the Borrower contained in the Credit Agreement and each other Loan
Document to which the Borrower is a party continue to be true and correct in all
material respects as of the date of execution hereof as though made on such
date.

     Section 4.  Consent of as Guarantors.  The Los Angeles Turf Club,
Incorporated, a California corporation ("LATC"), hereby acknowledges and
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consents to this Amendment, and affirms and acknowledges that the guaranty made
by LATC in favor of the Bank with respect to
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the obligations of the Borrower under the Credit Agreement remains in full force
and effect and LATC remains obligated thereunder without defense, offset or
counterclaim of any kind whatsoever, as if such guaranty were executed and
delivered to the Bank on the date hereof.

     Section 5.  Conditions to Effectiveness.  This Amendment shall become
effective as of the date hereof on the date when the following conditions
precedent have been satisfied (such date, the "Effective Date"):
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     (a) The Bank shall have received all an executed counterpart of this
Agreement from each of the Borrower and LATC;

     (b) No Event of Default or Default shall have occurred and be continuing on
the Effective Date;

     (c) The Amendment Fee shall have been paid by the Borrower to the Bank; and

     (d) The reasonable costs and expenses of the Bank in connection with the
preparation, negotiation and execution of this Amendment and the other Loan
Documents delivered pursuant hereto shall have been paid.

     Section 6.  Reference to and Effect on Loan Documents.

     (a) Upon the effectiveness of this Amendment, on and after the date hereof,
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import, and each reference in the other Loan Documents
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as amended hereby;

     (b) Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Bank or the Borrower under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect.

     (c) Nothing herein shall be deemed to entitle the Borrower to a waiver,
amendment, modification or other change of any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or difference circumstances.

     (d) This Amendment shall be a Loan Document for all purposes.

     Section 7.  Benefits of Amendment.  The terms and provisions of this
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns to the extent contemplated by the
Credit Agreement.

     Section 8.  Interpretation.  The Article and Section headings used in this
Amendment are for convenience of reference only and shall not affect the
construction hereof.

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     Section 9.   Execution in Counterparts.  This Amendment may be executed in
any number of counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.  Faxed
signatures of this Amendment shall be binding for all purposes.

     Section 10.  Severability.  If any provision of this Amendment shall be
held to be invalid, illegal or unenforceable under applicable law in any
jurisdiction, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability, which shall not affect any other
provisions hereof or the validity, legality and enforceability of such provision
in any other jurisdiction.

     Section 11.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN CALIFORNIA.

     Section 12.  Expenses.  The Borrower agrees to pay the reasonable out-of-
pocket expenses of the Bank, including but not limited to the reasonable fees,
charges and disbursements, including but not limited to the fees, charges and
disbursements of Gibson, Dunn & Crutcher LLP, special counsel for the Bank,
incurred in connection with the preparation, negotiation, execution and delivery
of the Credit Agreement and this Amendment and any subsequent waiver, amendment
or modification of the Credit Agreement or any other Loan Document and the
security arrangements in connection herewith or therewith.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.

                         Borrower:
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                         THE SANTA ANITA COMPANIES, INC.



                         By:______________________________
                            Name:
                            Title:



                         By:______________________________
                            Name:
                            Title:



                         Bank:
                         ----

                         WELLS FARGO BANK, NATIONAL ASSOCIATION,



                         By:______________________________
                            Name:
                            Title:



                         LATC:
                         ----

                         LOS ANGELES TURF CLUB, INCORPORATED,
                          as a guarantor



                         By:______________________________
                            Name:
                            Title:

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