THIRD AMENDING AGREEMENT IN RESPECT OF THE BRIDGE LOAN AGREEMENT

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Exhibit 10.2

THIRD AMENDING AGREEMENT IN
RESPECT OF THE BRIDGE LOAN AGREEMENT

         THIS THIRD AMENDING AGREEMENT , made as of the 15 day of September, 2008

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 –

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 THIRD 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 FOURTH 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 FIFTH 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 SIXTH PART,

– and –

MEC DIXON, INC.,
a corporation incorporated under the laws of the
State of Delaware

(hereinafter called the " Dixon Guarantor "),

        OF THE SEVENTH PART,

– and –

MEC HOLDINGS (USA) INC.,
a corporation incorporated under the laws of the
State of Delaware

– and –

2

SUNSHINE MEADOWS RACING, INC.,
a corporation incorporated under the laws of the
State of Delaware

(hereinafter collectively called the " Ocala
Guarantors "),

        OF THE EIGHTH PART,

– and –

THISTLEDOWN, INC.,
a corporation incorporated under the laws of the
State of Ohio

(hereinafter called the " Thistledown Guarantor "),

        OF THE NINTH PART,

– and –

MEC MARYLAND INVESTMENTS INC.,
a corporation incorporated under the laws of the
State of Delaware

– and –

30000 MARYLAND INVESTMENTS LLC,
a limited liability company formed under the laws of the
State of Delaware

(hereinafter collectively called the " AmTote Guarantors ")
(the Golden Gate Fields Guarantors, the Santa Anita Guarantors,
the Gulfstream Guarantor, the Palm Meadows Training Guarantor,
the Dixon Guarantor, the Ocala Guarantors, the Thistledown Guarantor,
and the AmTote Guarantors hereinafter collectively called the
" Guarantors "),

        OF THE TENTH PART.

        WHEREAS the Lender, as lender, the Borrower, as borrower, and the Guarantors, as guarantors, are parties to a bridge loan agreement made as of September 12, 2007, as amended by a First Amending Agreement (the " First Bridge Loan Amending Agreement ") made as of the 23 ^rd  day of May, 2008, as amended by a Second Amending Agreement (the " Second Bridge Loan Amending Agreement ") made as of the 13 ^th  day of August, 2008 (such bridge loan agreement, as amended and as may be further amended, modified, renewed or replaced from time to time being referred to herein as the " Bridge Loan Agreement ");

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        AND WHEREAS on September 11, 2007, the Borrower's Board of Directors approved and adopted a plan (the " MEC Debt Elimination Plan ") (referenced in the Bridge Loan Agreement as the Borrower Restructuring Plan) to restructure the Borrower's balance sheet through the sale of certain assets and entering into strategic partnerships or joint ventures to allow the Borrower to substantially eliminate its debt by December 31, 2008, and to pursue a business plan focused on achieving sustainable profitability;

        AND WHEREAS the MEC Debt Elimination Plan contemplated the sale of assets including, without limiting the generality of the foregoing, certain of those Properties owned by the Borrower that constitute collateral for the Loan;

        AND WHEREAS the sale of assets under the MEC Debt Elimination Plan continues to take longer than originally contemplated and, although the Borrower continues to take steps to implement the MEC Debt Elimination Plan, it does not expect to execute the MEC Debt Elimination Plan on the originally contemplated time schedule, if at all;

        AND WHEREAS on March 31, 2008, the Board of Directors of MI Developments Inc. (" MID "), an affiliate of the Lender and the controlling shareholder of the Borrower, received a reorganization proposal on behalf of various shareholders of MID that would, among other things, alter the relationship between MID and the Borrower;

        AND WHEREAS on June 27, 2008, MID announced that, in light of shareholder discussions relating to potential amendments to the reorganization proposal, the special meeting of MID shareholders to consider the reorganization proposal, previously called for July 24, 2008, was being postponed;

        AND WHEREAS discussions between MID and various of its shareholders relating to potential amendments to the reorganization proposal are ongoing, and, given that no consensus has been reached with respect to such amendments, MID intends to continue to explore a range of alternatives with respect to its investment in the Borrower;

        AND WHEREAS on August 22, 2008, MID announced that it had retained GMP Securities L.P. as a financial advisor to MID management to liaise with shareholders in an attempt to develop a consensus on how best to reorganize MID;

        AND WHEREAS pursuant to the First Bridge Loan Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia : (i) increase the Loan Amount from $80,000,000 to $110,000,000; (ii) provide that Loan Amounts borrowed and repaid prior to the date of the First Bridge Loan Amending Agreement may be reborrowed; (iii) extend the Maturity Date of the Loan from May 31, 2008 to August 31, 2008; and (iv) provide for certain additional arrangement and extension fees, all on the terms and conditions set out therein;

        AND WHEREAS pursuant to the Second Bridge Loan Amending Agreement the parties to the Bridge Loan Agreement have amended the Bridge Loan Agreement to, inter alia : (i) extend the Maturity Date of the Loan from August 31, 2008 to September 30, 2008; and (ii) provide for an extension fee, all on the terms and conditions set out therein;

        AND WHEREAS the parties to the Bridge Loan Agreement have agreed to further amend the Bridge Loan Agreement to, inter alia, extend the Maturity Date of the Loan from September 30, 2008 to October 31, 2008 and provide for an extension fee, all on the terms and conditions set out herein;

4

         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.

Representations and Warranties .    The Borrower and the Guarantors jointly and severally represent and warrant to and in favour of the Lender, with the intent that the Lender shall be entitled to rely upon such representations and warranties in entering into this Agreement and notwithstanding the completion of the transaction