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PREFERRED ACCESS AGREEMENT

LLC Membership Agreement

PREFERRED ACCESS AGREEMENT | Document Parties: MAGNA ENTERTAINMENT CORP | FONTANA BETEILIGUNGS AG | MAGNA INTERNATIONAL EUROPE AG You are currently viewing:
This LLC Membership Agreement involves

MAGNA ENTERTAINMENT CORP | FONTANA BETEILIGUNGS AG | MAGNA INTERNATIONAL EUROPE AG

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Title: PREFERRED ACCESS AGREEMENT
Date: 3/15/2005
Industry: Casinos and Gaming    

PREFERRED ACCESS AGREEMENT, Parties: magna entertainment corp , fontana beteiligungs ag , magna international europe ag
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EXHIBIT 10.34


PREFERRED ACCESS AGREEMENT

         THIS AGREEMENT is made this 1 st day of November, 2004, effective March 1, 2004, between MAGNA INTERNATIONAL EUROPE AG , a stock corporation governed by the laws of Austria ("Magna") and FONTANA BETEILIGUNGS AG, a stock corporation governed by the laws of Austria ("Fontana").

WHEREAS:

A.

Fontana owns and operates the Fontana Sports golf course, tennis and fitness facility in Oberwaltersdorf, Austria ("Fontana Sports");

B.

The parent company of Magna maintains its European head office in Oberwaltersdorf, Austria, adjacent to Fontana Sports;

C.

Magna requires the use of both the golf course and the clubhouse, meeting, dining and other facilities of Fontana Sports from time to time for certain Magna-sponsored corporate and employee events, as well as for business development, marketing or other business purposes, all of which are automotive related; and

D.

Fontana wishes to make Fontana Sports available to Magna from time to time on the terms and conditions and in consideration of the fees provided for herein.

 

         NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1.

Grant of Preferred Access

(a)

Magna shall have a right of access (the "Right of Access") to use, from time to time, the clubhouse, golf course, tennis facilities, meeting rooms, dining facilities and all other areas comprising part of Fontana Sports (collectively, "Facilities"), for corporate or employee events, without payment of any rent or other such usage fee, all upon the terms and conditions set out in this agreement.

(b)

Provided there is no unreasonable interference with the members of Fontana Sports, Magna's Right of Access may be exercised in preference and priority to all other users of the Facilities of Fontana Sports in a manner not less advantageous to Magna as experienced by Magna under its Right of Access under the existing access agreement which expired on March 1, 2004.

(c)

Magna may exercise its Right of Access to Fontana Sports by notifying Fontana in writing, in advance, of the intended dates, times and Facilities required, as well as reasonable details as to the tournament or other event intended to be held where applicable. Fontana shall promptly advise Magna in writing whether or not the required Facilities will be available when requested.


(d)

Magna agrees to use Fontana Sports and its Facilities, and to exercise its Right of Access, in the manner and subject to the terms and conditions contained in this agreement.

2.

Term

        The term of this agreement shall be deemed to have commenced on March 1, 2004 and shall terminate at 11:59 p.m. on December 31, 2014.

3.

Fees and Other Charges

        Magna covenants and agrees to pay to Fontana the following fees and other charges at the time or times hereinafter provided:

(a)

Annual Fee:     The sum of €2.5 million per annum (the "Annual Fee"), together with any applicable taxes, payable annually in advance during the term of this agreement, except that the Annual Fee for the period from March 1, 2004 to December 31, 2004, being €2.083 million, shall be paid in full on execution of this agreement.

(b)

Expenses:     Fontana's regular charges for all goods and services consumed pursuant to the Right of Access, with the sole exception of greens fees, golf cart rental fees and the goods and services provided pursuant to Section 4 (which are included in the Annual Fee).

(c)

Taxes:     An amount equal to all taxes (including VAT but excluding income taxes), licence fees, rates, duties, assessments and other fees payable by Fontana pursuant to any applicable law arising from Magna's use of the Facilities.

        Restaurant, pro shop and other goods and services shall be billed monthly by Fontana to Magna at Fontana's regular rates, without any discount or surcharge. All amounts due from Magna to Fontana hereunder, other than the Annual Fee, shall be paid within thirty (30) days of the date of any invoice delivered by Fontana to Magna.

4.

Services Supplied by Fontana

        In connection with any corporate or employee tournament or other event held by Magna at Fontana Sports, Fontana shall furnish to Magna, without charge, the services customarily provided by operators of comparable facilities for such events, but expressly excluding food and beverage services and pro shop purchases, which shall be billed at Fontana's regular rates for such goods and services.

2


 
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