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EXHIBIT 10.33  


  
 

    PREFERRED ACCESS AGREEMENT    
    


        THIS AGREEMENT is made this 1st day of November, 2004, effective January 1, 2004, between  MEC
HOLDINGS (CANADA) INC., an Ontario corporation ("MEC") and MAGNA INTERNATIONAL INC.,
an Ontario corporation ("Magna"). 


WHEREAS:  


	A.
	MEC
owns and operates the Magna Golf Club in Aurora, Ontario (the "Club");



	B.
	Magna
maintains its head office in Aurora, Ontario, adjacent to the Club;



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



	D.
	MEC
wishes to make the Club 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, rental suites (of which one shall be a dedicated suite,
reserved for use by Magna), meeting rooms, dining facilities and all other areas comprising part of the Club (collectively, "Facilities"), for:



	(i)
	up
to three (3) major and four (4) minor Magna-sponsored one-day corporate or charitable events per annum, without payment of any rent or other
such usage fee. An event is considered "major" if it entails the use of the Facilities, to the exclusion of members, for substantially all of one day. A "minor" event is one which is either restricted
to a morning or afternoon, or which can accommodate the simultaneous use of the Facilities by members of the Club;



	(ii)
	additional
Magna-sponsored tournaments or other events, upon payment of the Club's then applicable rate, which shall not exceed the current fair market rate for such
use of a golf club of similar calibre; and



	(iii)
	business
development, marketing or other business purposes; 










 





        all
upon the terms and conditions set out in this agreement. 


	(b)
	Provided
there is no unreasonable interference with the members of the Club, Magna's Right of Access may be exercised in preference and priority to all other users of the Facilities
of the Club.



	(c)
	Magna
may exercise its Right of Access to the Club by notifying MEC 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. MEC shall promptly advise Magna in writing whether or not the required Facilities will be available when requested.



	(d)
	Magna
agrees to use the Club 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.     Memberships  


	(a)
	During
the term of this agreement Magna shall be entitled to nominate thirty (30) individuals from time to time (the "Nominated Members") to enjoy all the rights and
privileges of the thirty (30) memberships currently owned by Magna. As long as Magna has paid all fees then due and is not otherwise in default of any material provision of this agreement, the
Nominated Members shall be entitled to enjoy all of the rights and privileges of membership in the Club, without payment of any membership fees or annual fees.



	(b)
	Spouses
of Nominated Members may enjoy all the rights and privileges of spousal membership in the Club, so long as their spouses are Nominated Members, without payment of any
membership fees or annual fees.



	(c)
	Up
to four (4) guests of any Nominated Member may use the Facilities of the Club at any time, without payment of guest fees, and with or without the Nominated Member being
present at the time, provided there is no unreasonable interference with the members of the Club.



	(d)
	During
the term of this agreement, Magna shall be entitled to change its designation of its Nominated Members, as often as it wishes, without payment of any transfer fees.



	(e)
	During
the term of this agreement, Magna shall be given advance notice of and be entitled to veto any proposed material change in the operating philosophy and/or governing rules and
other regulations of the Club, provided that, MEC shall continue to have full authority and discretion to manage the day-to-day operations of the Club as it sees fit.



	(f)
	Magna
shall have the option, provided it has paid all fees due hereunder and is not otherwise in default of any material provision of this agreement, to purchase at any time or from
time to time, prior to December 31, 2014, up to twenty (20) memberships for CDN$65,000 each. 


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	(g)
	Upon
expiry without renewal or other termination of this agreement, Magna shall be entitled to retain full ownership of its thirty (30) memberships (including thirty
(30) spousal memberships) together with those memberships in respect of which it has exercised its option under paragraph 2(f) above. 




3.     Term  


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


4.     Fees and Other Charges  


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


	(a)
	Annual Fee:    The sum of CDN $5.0 million per annum (the "Annual Fee"), together with GST and/or PST, if
applicable, payable annually in advance during the term of this agreement, except that the Annual Fee for 2004, being CDN $5.0 million, shall be paid in full on execution of this agreement.



	(b)
	Expenses:    MEC'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 5 (which are included in the Annual Fee).



	(c)
	Taxes:    An amount equal to all taxes (excluding income taxes), licence fees, rates, duties, assessments and other fees
payable by MEC 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 MEC to Magna at MEC's regular rates, without any discount or surcharge. All amounts due from Magna to MEC
hereunder, other than the Annual Fee, shall be paid within thirty (30) days of the date of any invoice delivered by MEC to Magna. 


5.     Services Supplied by MEC  


        In connection with any corporate or charitable tournament or other event held by Magna at the Club, MEC 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 MEC's regular rates for
such goods and services. 


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6.     Representations, Warranties and Covenants  


	(a)
	Magna
hereby represents, warrants and covenants as follows and acknowledges that MEC is relying upon the same in entering into this agreement:



	(i)
	Magna
will not use or permit the use of the Club or its Facilities, nor do or permit anything to be done on or about the Club's premises or its Facilities, in violation
in any material respect of any applicable laws or regulations;



	(ii)
	Magna
will not use or permit the use of the Club or its Facilities, nor do or permit anything to be done on or about the Club's premises or its Facilities, which, in
whole or in part, is detrimental in any material respect to the image or reputation of the Club, MEC or Magna Entertainment Corp.;



	(iii)
	Magna
shall comply in all material respects with those rules and regulations published from time to time by MEC relating to the use of the Club and its Facilities by
Club members and others provided that they are not inconsistent with Magna's rights under this agreement;



	(iv)
	Magna
will not use or permit anything to be done on or about the Club's premises or its Facilities which (i) would create a material risk, threat or danger to
the Club or any part of its Facilities, the contents of any building thereon or to any person on or about the Club, or (ii) would constitute a material nuisance, including without limitation,
the making or permitting of any unusually loud noise, or disrupt the members or other customers of the Club; and



	(v)
	the
execution and delivery of this agreement have been authorized by the Board of Directors of Magna and this agreement has been validly executed and delivered by the
proper officers and/or directors of Magna pursuant to such authorization.






	(b)
	MEC
hereby represents, warrants and covenants as follows and acknowledges that Magna is relying upon the same in entering into this agreement:



	(i)
	this
agreement has been validly executed and delivered by the proper officers of MEC; and



	(ii)
	the
execution and delivery of this agreement by the proper officers of MEC have been authorized by the Board of Directors of Magna Entertainment Corp. 





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7.     Responsibility and Indemnity  


	(a)
	Magna
hereby assumes responsibility for the actions and conduct of all persons admitted to the Club or to any portion of its Facilities in connection with a Magna-sponsored tournament
or other event with the consent or acquiescence of Magna or any person acting for or on behalf of Magna.



	(b)
	Magna
agrees to indemnify and hold harmless each of MEC, its directors, officers, employees, agents and any other person for whom MEC is legally responsible, from and against any and
all actions, claims, costs, damages, liabilities, or losses arising from or out of the use by Magna of the Club, or any portion of its Facilities, except for those actions, claims, costs, damages,
liabilities, or losses arising from the negligence, wilful misconduct or unlawful act of such indemnified parties. 



8.     Rights of First Refusal  


        If, during the term of this agreement, MEC proposes to sell the Club as a whole, or to sell the clubhouse and/or golf course separately, to an arm's length third
party: 


	(a)
	MEC
shall advise Magna in writing of the proposed sale and provide reasonable details as to the Facilities proposed to be sold. Magna shall advise MEC in writing, within ten
(10) business days of receipt of such written notice, whether Magna is interested in purchasing such Facilities. If Magna has so advised MEC of its interest to purchase, Magna and MEC shall
negotiate in good faith the terms and conditions of such purchase. In the event a binding agreement is not reached between Magna and MEC within sixty (60) days of Magna giving written notice of
its interest in purchasing, MEC shall be entitled to offer the Facilities which it proposes to sell to an arm's length third party at any time thereafter.



	(b)
	MEC
shall advise Magna in writing if it has agreed conditionally, or received an offer which it wishes to accept, to sell the Club as a whole, or the clubhouse and/or golf course, to
an arm's length third party and provide reasonable details as to the identity of the proposed third party purchaser, the purchase price, the principal terms and conditions (including the proposed
closing date), as well as a copy of any executed purchase agreement. Magna shall advise MEC, in writing, within ten (10) business days of receipt of the purchase notice from MEC, whether it
wishes to purchase the Club or such Facilities, whereupon there shall be a binding agreement of purchase and sale between Magna and MEC upon the same terms and conditions as with the proposed third
party purchaser. If Magna fails to give written notice within the ten (10) business day time period, Magna shall be deemed to have waived its right of first refusal and MEC shall be entitled to
proceed with the sale to the third party purchaser at the purchase price and on substantially the same terms and conditions delivered to Magna. In the event the sale to the third party does not close
within one hundred and twenty (120) days of Magna's receipt of the purchase notice, MEC shall be required to comply again with the terms and conditions of this section before effecting a sale
of the Club or such Facilities to an arm's length third party. 


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9.     General  


	(a)
	It
is understood and agreed that MEC shall cause this agreement to be assumed by and be binding on any purchaser of the Club and/or its Facilities from MEC.



	(b)
	This
agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.



	(c)
	This
agreement shall be binding upon and enure to the benefit of the parties and their respective successors and assigns.



	(d)
	This
agreement may be executed in any number of counterparts and may be executed by facsimile copy. Each executed counterpart shall be deemed to be an original; all executed
counterparts taken together shall constitute one agreement. 



        IN WITNESS WHEREOF the parties have duly executed this agreement as of the date first written above. 



	
 	
 	

 	
MEC HOLDINGS (CANADA) INC.
	
 	
 	

By:	

 
	 	 	 	
 Jim McAlpine

President and Chief Executive

Officer
	
 	
 	

By:	

 
	 	 	 	
 Blake Tohana

Executive Vice-President and

Chief Financial Officer
	
 	
 	

 	
MAGNA INTERNATIONAL INC.
	
 	
 	

By:	

 
	 	 	 	
 Vincent J. Galifi

Executive Vice-President and

Chief Financial Officer
	
 	
 	

By:	

 
	 	 	 	
 Michael D. Harris

Director and

Chairman, Special Committee






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PREFERRED ACCESS AGREEMENT