QuickLinks
 -- Click here to rapidly navigate through this document

EXHIBIT 10.34  


  
 

    PREFERRED ACCESS AGREEMENT    
    


        THIS AGREEMENT is made this 1st 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







 
	5.
	Representations,
Warranties and Covenants



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



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



	(iii)
	Magna
shall comply in all material respects with those rules and regulations published from time to time by Fontana relating to the use of Fontana Sports and its
Facilities by Fontana Sports 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 Fontana Sports' premises or its Facilities which (i) would create a material risk, threat or danger
to Fontana Sports or any part of its Facilities, the contents of any building thereon or to any person on or about Fontana Sports, 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 Fontana Sports; and



	(v)
	the
execution and delivery of this agreement have been authorized by the Board of Directors of Magna International Inc., the indirect parent of Magna, and this
agreement has been validly executed and delivered by the proper managing directors of Magna.






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



	(i)
	Fontana
will maintain and operate the Fontana Sports' premises and Facilities in a first class condition consistent with their current state during the term of this
agreement;



	(ii)
	this
agreement has been validly executed and delivered by the proper managing directors of Fontana; and



	(iii)
	the
execution and delivery of this agreement by the proper managing directors of Fontana have been authorized by the Board of Directors of Magna Entertainment Corp. 





3







 




	6.
	Responsibility
and Indemnity



	(a)
	Magna
hereby assumes responsibility for the actions and conduct of all persons admitted to Fontana Sports 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 Fontana, its directors, officers, employees, agents and any other person for whom Fontana 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 Fontana Sports, 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.



	7.
	Rights
of First Refusal 



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


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



	(b)
	Fontana
shall advise Magna in writing if it has agreed conditionally, or received an offer which it wishes to accept, to sell Fontana Sports 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 Fontana, in writing, within ten (10) business days of receipt of the purchase notice from
Fontana, whether it wishes to purchase Fontana Sports or such Facilities, whereupon there shall be a binding agreement of purchase and sale between Magna and Fontana 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 Fontana 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, Fontana shall be required to comply again with the terms and conditions of
this section before effecting a sale of Fontana Sports or such Facilities to an arm's length third party. 


4







 
	8.
	General



	(a)
	It
is understood and agreed that Fontana shall cause this agreement to be assumed by and be binding on any purchaser of Fontana Sports (including the Facilities) from Fontana.



	(b)
	This
agreement shall be governed by and construed in accordance with the laws of Austria and the parties hereto hereby irrevocably attorn to the jurisdiction of Austrian courts.



	(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. 



	
 	
 	
FONTANA BETEILIGUNGS AG
	
 	
 	

By:	

 
	 	 	 	
 Wolfgang Breitfu
	
 	
 	

By:	

 
	 	 	 	
 Manfred Rottensteiner
	
 	
 	
MAGNA INTERNATIONAL EUROPE AG
	
 	
 	

By:	

 
	 	 	 	
 Siegfried Wolf
	
 	
 	

By:	

 
	 	 	 	
 Peter Koob
	
 	
 	

By:	

 
	 	 	 	
 Michael D. Harris

Director and

Chairman, Special Committee




5











QuickLinks


PREFERRED ACCESS AGREEMENT