Exhibit 10.1
                                                                 EXECUTION COPY


                            SECOND AMENDING AGREEMENT

                  THIS AGREEMENT is made as of October ___, 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 an amended and
         restated credit agreement (the "Amended and Restated Credit 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;

B.       The Amended and Restated Credit Agreement has been amended by a First
         Amending Agreement made as of June 8, 2004 amongst the parties hereto
         (the Amended and Restated Credit Agreement as amended thereby,
         hereinafter referred to as the "Loan Agreement"); and


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                                      -2-


C.       The Borrower, the Lender and the Agent have agreed to certain
         additional amendments to the Loan Agreement which are set out in this
         Second Amending Agreement and the Guarantors have agreed to confirm the
         guarantees and security granted by them in connection with the Loan
         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 Second Amending
Agreement have the meaning given to such terms in the Loan Agreement.

2.                LOAN AGREEMENT AMENDMENTS

                  The parties hereto agree to amend the Loan Agreement as
follows:

         2.1      by amending the definition of "EBITDA" in section 1.1.35 by
                  deleting paragraph (a) 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, (v) costs incurred
                         in Fiscal Year 2004 and Fiscal Year 2005 up to a
                         maximum of $5,000,000 in respect of the purchase,
                         lease, rental, construction and maintenance of
                         temporary grandstand, clubhouse, food and beverage,
                         restrooms, backstretch and other related facilities at
                         the Gulfstream Park race track for the 2005 racing
                         season beginning in January, 2005 and ending in April,
                         2005; and (vi) 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;".

         2.2      by amending the  definition  of "SANTA ANITA SENIOR  FACILITY"
                  in section  1.1.106 by deleting  "$53,500,000"  in the
                  fourth line thereto and replacing the same with "$75,000,000".

         2.3      by amending the definition of "TERMINATION  DATE" in section
                  1.1.118 by deleting  "October 8, 2004" and replacing it
                  with October 10, 2005".


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                                      -3-


         2.4      by deleting section 7.1.18.1 (TOTAL FUNDED DEBT TO EBITDA) and
                  replacing it with the following:

                  "7.1.18.1 TOTAL FUNDED DEBT TO EBITDA. The ratio of (i) Total
                  Funded Debt less cash reflected on the Borrower's consolidated
                  balance sheet to (ii) EBITDA shall not be greater than
                  5.0:1.0;"

         2.5      by deleting the table set out in Schedule 1.1.9 in its
                  entirety and replacing it with the following new table:


<Table>
<Caption>
                  --------------------------------------------------------------------------------------------------
                          TOTAL FUNDED
                  DEBT LESS CASH TO EBITDA(R)         BASE RATE                LIBOR               STAND-BY FEE
                  --------------------------------------------------------------------------------------------------
                  <S>                              <C>                     <C>                   <C>
                  R less than 1.5                      +1.00%                  +2.00%                 0.375%
                  --------------------------------------------------------------------------------------------------
                  1.5 less than =R less than 2.0       +1.50%                  +2.50%                  0.40%
                  --------------------------------------------------------------------------------------------------
                  2.0 less than =R less than 2.5       +1.75%                  +2.75%                  0.45%
                  --------------------------------------------------------------------------------------------------
                  2.5 less than =R less than 3.0       +2.00%                  +3.00%                  0.50%
                  --------------------------------------------------------------------------------------------------
                  3.0 less than =R less than 3.5       +2.25%                  +3.25%                  0.55%
                  --------------------------------------------------------------------------------------------------
                  3.50 less than =R less than 4.0      +2.50%                  +3.50%                 0.625%
                  --------------------------------------------------------------------------------------------------
                  4.0 less than =R less than 4.5       +2.75%                  +3.75%                  0.70%
                  --------------------------------------------------------------------------------------------------
                  4.5 less than =R                     +3.00%                  +4.00%                  0.75%
                  --------------------------------------------------------------------------------------------------
</Table>


         2.6      by amending Schedule 1.1.43 (Excluded Subsidiaries) by adding
                  MEC Sport and Entertainment Holding GmbH, MEC Sport and
                  Entertainment GmbH, MEC Racino Holding GmbH and MEC Magna
                  Racino Veranstaltungs GmbH as Excluded Subsidiaries under the
                  heading "AUSTRIA" and by adding MI Racing Inc. and Horse
                  Racing TV, Inc. as new Excluded Subsidiaries with new headings
                  as follows:

                                    "MICHIGAN
                                    MI Racing Inc. (Delaware)

                                    MEDIA
                                    Horse Racing TV, Inc. (Delaware)";

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                                      -4-

3.                LOAN AGREEMENT

                  Save as expressly amended by this Second Amending 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 Second Amending
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 set out in
section 6.1 of the Loan Agreement are true and correct on the date hereof
provided if any such representation and warranty is specifically given as of any
particular date or particular period of time, then such representation and
warranty shall continue to be given as at such date or such period of time.

6.       COUNTERPARTS

                  This Second Amending 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.



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                                      -5-


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



                                 MAGNA ENTERTAINMENT CORP., AS BORROWER


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:

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                                      -6-


                                 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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:



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                                      -7-



                                 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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:




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                                      -8-


                                 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:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 BANK OF MONTREAL, ACTING THROUGH ITS CHICAGO
                                 LENDING OFFICE, AS LENDER



                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:



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                                       -9-



                                 BANK OF MONTREAL, ACTING THROUGH ITS CHICAGO
                                 LENDING OFFICE, AS AGENT





                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title:


                                 By:
                                    -------------------------------------------
                                     Name:
                                     Title: