OFFER FOR PURCHASE OF RECEIVABLES

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.37

OFFER

FOR PURCHASE OF RECEIVABLES

This offer for the purchase of receivables (the " Offer ") is made the December 30, 2004

jointly by:

1.

FONTANA BETEILIGUNGS AG , a stock corporation organised and existing under the laws of Austria, with its registered seat in Magna Strasse 1, A-2522 Oberwaltersdorf, registered at Oberwaltersdorf under number 186272f, (the " Seller ")

and

2.

MAGNA INTERNATIONAL EUROPE AG , a stock corporation organised and existing under the laws of Austria, with its registered seat in Magna Strasse 1, A-2522 Oberwaltersdorf, registered at Oberwaltersdorf under number 230189p, (the " Obligor ")

to

BANK AUSTRIA CREDITANSTALT AG , a bank organised and existing under the laws of Austria, with its registered seat in Austria, 1030 Vienna, Vordere, Zollamtsstraße 13, registered at the register of entrepreneurs maintained by Firmenbuchgericht Wien at the Handelsgericht Wien under number FN 150714p, (the  "Bank" ).

Whereas

A.

The Seller and the Obligor have entered into the Preferred Access Agreement dated 1 ^st November 2004 (the " Contract "), by which the Obligor shall pay to the Seller, for the right of access to use the sport facilities owned by the Seller, an annual amount of EUR 2,500,000.

B.

The Seller intends to sell to the Bank certain of its receivables under the Contract subject to the terms and conditions of this Offer.

Now, the Seller and the Obligor hereby declare as follows:

1.

The Seller and the Obligor offer herewith to the Bank to purchase from the Seller the receivables in connection with the Contract together with all ancillary rights and securities, if any, under the terms and conditions as set out in Annex 1 to this Offer (the " Terms and Conditions "), no term or condition of this Offer (including the Terms and Conditions) shall be deemed to amend, supplement, modify or otherwise affect the rights of first refusal of Obligor contained in article 7 of the Contract.

2.

The Terms and Conditions shall be deemed to be incorporated into this Offer and form a part thereof. Terms defined in the Terms and Conditions shall, subject to any contrary indication, have the same meanings herein.

3.

The Seller hereby undertakes to provide the Bank together with this Offer with an executed power of attorney empowering Dr. Erhard Perl and Dr. Hans Zak, public notaries, to complete a mortgage deed (Pfandbestellungsurkunde) and to register a mortgage (Höchstbetragshypothek) if

(i)

the Seller has failed to meet its obligations under the Contract and consequently the Obligor has withheld payment under the Contract;

(ii)

the economic viability of the Seller has deteriorated in a reasonable opinion of the Bank, in particular, but not limited to, if the equity ratio of the Seller has severely deteriorated;

The Seller undertakes to execute a power of attorney empowering an other notary in case neither Dr. Erhard Perl nor Dr. Hans Zak are available to complete such a mortgage deed.

4.

This Offer is irrevocable and valid until January 15, 2005

5.

Acceptance of this Offer may be made by the Bank in its sole discretion only by crediting the account of the Seller at Raiffeisen Zentralbank Osterreich AG, Am Stadtpark 9, A-1030 Vienna, Austria, Account no. 1-00.585.141 (bankcode 31.000, IBAN AT 98 31000 00 100585141, BIC RZBA AT WW with the Purchase Price (definitions see Terms and Conditions) minus the management fee provided in Clause 9 of the Terms and Conditions.

2

ANNEX 1

Terms and Conditions

1.     SCOPE OF THE TERMS AND CONDITIONS

These terms and conditions (the " Terms and Conditions ") shall apply to the Offer for Purchase of Receivables (the " Offer ") made the December 30, 2004 by the Seller and the Obligor to the Bank for the purchase of Receivables resulting from the Contract and shall be deemed to be incorporated into the Offer and form a part thereof.

2.     DEFINITIONS AND INTERPRETATIONS

2.1   Definitions

Terms defined in the Offer shall, subject to any contrary indication, have the same meanings herein. In addition, in these Terms and Conditions and in the Offer, unless the context otherwise requires, the following expressions shall have the meanings given to them in this Clause 2:

3

2.2   Interpretations

        In these Terms and Conditions, unless the context otherwise requires:

(a)

words importing the singular shall be construed so as to include the plural and vice versa;

(b)

a reference to a specified Clause shall be construed as a reference to that specified Clause of these Terms and Conditions;

4

(c)

the clause headings are for ease only and shall not affect the interpretation of these Terms and Conditions;

(d)

a term used in any other document or in any notice given under or in connection with these Terms and Conditions has the same meaning in that document or notice as in these Terms and Conditions; and

(e)

words denoting persons include corporations, partnerships and other legal persons and references to a person includes its successors and permitted assigns.

3.     OBJECT OF THE PURCHASE

3.1   Receivables

The object of the purchase shall be the following Seller's receivables under the Contract (hereinafter " Receivables "):

Payment claims of the Seller against the Obligor arising under the Contract as compensation for the Rights of Access as specified in article 3 (a) of the Contract consisting of the 9 (nine) equal annual fees of EUR 2,500,000 each, charged for the period from 1st January 2006 to 31st December 2014, payable by the Obligor annually in advance on the first Business Day in every calendar year. The aggregate nominal amount of the purchased Receivables is EUR 22,500,000 (twenty two million five hundred thousand).

3.2   Exclusion

For further clarification it is hereby stated that the following payment obligations of the Obligor shall not be qualified as purchased Receivables and therefore such payment obligations do not constitute the object of the purchase under these Terms and Conditions:

(a)

any applicable taxes on the annual fees, as provided in article 3 (a) of the Contract;

(b)

any expenses as provided in article 3 (b) of the Contract;

(c)

any taxes, licence, fees, rates, duties, assessments and other fees as provided in article 3 (c) of the Contract;

and nothing in these Terms and Conditions is intended to limit the Obligor's obligations to pay such taxes on the annual fees, expenses, other taxes, licence, fees, rates, duties, assessments and other fees to the Seller and/or to the respective tax authorities.

5

4.     PURCHASE PROCEDURE

4.1   Legal Form of the Purchase

The purchase of the Receivables shall be:

a)

effected on the Effective Date;

b)

subject to the terms and restrictions specified in Clause 8.1 ( Scope of the Seller's Liability ) of these Terms and Conditions, made without any right of recourse in case of the insolvency by the Obligor;

c)

made together with the assignment of all securities and ancillary rights (if any), which shall be automatically transferred to Bank;

d)

made in the legal form of an assignment in accordance with § 1392 ff. ABGB i.e. Austrian Civil Code.

4.2   Acknowledgement of the Obligor

(a)

The Obligor confirms that:

(i)

it knows and accepts the purchase of the Receivables under the Offer; and

(ii)

it has not been notified of any other assignment with respect to the Receivables.

(b)

The Obligor undertakes that starting from the Effective Date it will make payments with respect to the Receivables to the Payment Account in accordance with Clause 7.1 ( Payments by the Obligor ) of the Terms and Conditions of this Offer and Seller hereby irrevocably directs Obligor to make such payments in accordance therewith.

4.3   Recording of Assignment

On and after the Effective Date the Seller shall indicate in its accounting books that it has assigned the receivables under the Contract to the Bank. Such indication shall show the date of the assignment. The Bank is entitled to inspect the accounting books of the Seller in order to check Seller's compliance with its obligation under this Clause 4.3. Such inspection may be done by an auditing expert named by the Bank.

5.     CONDITIONS PRECEDENT

5.1   Documentary Conditions Precedent

a)

a copy of the Contract and the security documents (if any); and

6

b)

a copy, certified as a true copy by or on behalf of the Seller, of each such law, decree, consent, license, approval, registration, permission or other necessary document, as is in the reasonable opinion of the Bank necessary to render the Contract legally valid, binding and enforceable and to enable the Seller to perform its respective obligations thereunder;

c)

any other documents which in a reasonable opinion of the Bank are necessary for the completion of the purchase of Receivables.

5.2   Further Conditions Precedent

a)

the representations and warranties set out in Clause 11 ( Representations and Warranties ) are correct and will be correct immediately after the Effective Date.

6.     PURCHASE PRICE AND ITS PAYMENT

6.1   Purchase Price

The purchase price for the Receivables is EUR 17.633.800, —  (the " Purchase Price ").

6.2   Payment of the Purchase Price

On the Payment Date the Bank shall pay to the Seller the Purchase Price. The payment shall be made to the Seller's account at Raiffeisen Zentralbank Osterreich AG, Am Stadpark 9, A-1030 Vienna, Austria, Account no. 1-00.585.141 (bankcode 31.000, IBAN AT 98 31000 00 100585141, BIC RZBA AT WW).

The obligation of the Bank hereunder to pay to the Seller the Purchase Price is subject to the conditions that at the Payment Date:

a)

the assignment of the Receivables (together with the securities and the ancillary rights, if any) has been effected and the Bank has received a copy of the Seller's accounting books evidencing such assignment; and

b)

all representations and warranties set out in Clause 11 ( Representations and Warranties ) are true and correct in all material respects; and

6.3   Set-off by Bank

The Bank may, after providing written notice to the Seller, (but shall not be obliged to) set-off its obligation to pay the Purchase Price against any obligation of the Seller due and payable at any office of the Bank anywhere and in any currency. The Bank may effect such currency exchanges as are appropriate to implement such set-off.

7

7.     PAYMENTS AND ACCOUNTS

7.1   Payments by the Obligor

Starting from the Effective Date all payments with respect to the Receivables to be made by the Obligor under the Contract shall be made in EUR, in full, without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings by not later than 11 a.m. (local time in the place of payment) on the due date on the Payment Account or such account as the Bank may have notified to the Obligor; provided however, that Obligor shall be entitled to set-off, counterclaim for, retain, restrict, reserve, withhold and/or deduct any amounts attributable to the non-performance, improper performance or default by Seller under the terms of the Contract.

7.2   Transfer to the Payment Account

If the Obligor makes any payments with respect to the Receivables under the Contract/this Agreement not to the Payment Account but to any account of the Seller then:

a)

the Seller hereby irrevocably and unconditionally guarantees to the Bank to transfer promptly (on the first written demand of the Bank) without any compensation and retention to the Payment Account any payments with respect to the Receivables (including without limitation the payments in form of bills of exchange, cheques, rights and claims having the character of payment and claims against banks resulting from crediting any account).

b)

until a transfer as provided in a) above is effective, the Seller shall hold the purchased Receivables together with all securities and ancillary rights (if any) and any payments in respect to the Receivables as a trustee of the Bank, so that the Bank is the only beneficial owner and person entitled under such Receivables, securities and ancillary rights and payments. The Seller shall administrate and collect such assets for the Bank in accordance with Bank's instructions. The Seller shall act as a trustee without any costs for the Bank.

7.3   Funds and Place

Notwithstanding Clause 7.1 ( Payments by the Obligor ) above, all payments to be made to the Bank under the Purchase Documents shall be made in EUR on such account as notified by the Bank, provided however that amounts payable in respect of costs, expenses and taxes and the like shall be made in the currency in which they are incurred.

7.4   No Set-off, Counterclaim or Retention

Subject to Clause 7.1 (Payments by the Obligor) payments to the Bank under the Purchase Documents shall be made in full without any set-off, counterclaim, retention, restriction, reservation, withholdings, deductions or other condition.

8

7.5   Non Business Day

When any payment would otherwise be due on a day which is not a Business Day, the due date for payment shall be extended to the next following Business Day unless such Business Day falls in the next calendar month in which case payment shall be made on the immediately