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:

and

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

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



|                              | 
|----------------------------- | 
|                              | 
|FONTANA BETEILIGUNGS AG       | 
|                              | 
|                              | 
|MAGNA INTERNATIONAL EUROPE AG | 

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ANNEX 1    Terms and Conditions

1.     SCOPE OF THE TERMS AND CONDITIONS



2.     DEFINITIONS AND INTERPRETATIONS

2.1   Definitions



| | "Business Day"   |  | means a day on which banks are open for business in Vienna;                                                                 
| | ---------------- |  | ----------------------------------------------------------------------------------------------------------------------------
| |                  |  |                                                                                                                             
| | "Clause"         |  | means a clause under these Terms and Conditions;                                                                            
| |                  |  |                                                                                                                             
| | "Contract"       |  | means the Preferred Access Agreement between Obligor and Seller dated 1st November 2004 as may be amended from time to time;
| |                  |  |                                                                                                                             
| | "Effective Date" |  | meansDecember 30, 2004 (but not later than January 15, 2005), provided that on such date:                                   
| |                  |  |                                                                                                                             
| |                  |  | a)                                                                                                                          
| |                  |  |                                                                                                                             
| |                  |  | b)                                                                                                                          
| |                  |  |                                                                                                                             

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| | "Earlier Expiry of the Contract |  | has the meaning given to it in Clause 8.3 (Earlier Expiry of the Contract);                                                                                                                                            
| | ------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                 |  |                                                                                                                                                                                                                        
| | "EUR"                           |  | means the single currency of those member states of the European Union that adopt the Euro as their currency in accordance with legislation of the European Community relating to European Economic and Monetary
Union;
| |                                 |  |                                                                                                                                                                                                                        
| | "Facilities"                    |  | means the sport facilities owned by the Seller as defined and described in article 1 (a) of the Contract;                                                                                                              
| |                                 |  |                                                                                                                                                                                                                        
| | "Payment Account"               |  | means the Bank's account No. 0304 000 8900 or any other account as the Bank may designate from time to time;                                                                                                           
| |                                 |  |                                                                                                                                                                                                                        
| | "Payment Date"                  |  | means December 30, 2004;                                                                                                                                                                                               
| |                                 |  |                                                                                                                                                                                                                        
| | "Purchase Documents"            |  | means the Offer (including the Terms and Conditions), and any other document which is necessary for the completion of the purchase of Receivables;                                                                     
| |                                 |  |                                                                                                                                                                                                                        
| | "Purchase Price"                |  | has the meaning given to it in Clause 6.1 (Purchase Price);                                                                                                                                                            
| |                                 |  |                                                                                                                                                                                                                        
| | "Receivables"                   |  | has the meaning given to it in Clause 3 (Object of The Purchase);                                                                                                                                                      
| |                                 |  |                                                                                                                                                                                                                        
| | "Reduction of Annual Fee"       |  | has the meaning given to it in Clause 8.4 (Reduction of Annual Fee);                                                                                                                                                   
| |                                 |  |                                                                                                                                                                                                                        
| | "Right of Access"               |  | means the rights of access to use the Facilities in the way and described in the Contract;                                                                                                                             

2.2   Interpretations

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



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3.     OBJECT OF THE PURCHASE

3.1   Receivables



3.2   Exclusion



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4.     PURCHASE PROCEDURE

4.1   Legal Form of the Purchase



4.2   Acknowledgement of the Obligor



4.3   Recording of Assignment



5.     CONDITIONS PRECEDENT

5.1   Documentary Conditions Precedent



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5.2   Further Conditions Precedent



6.     PURCHASE PRICE AND ITS PAYMENT

6.1   Purchase Price



6.2   Payment of the Purchase Price



6.3   Set-off by Bank



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7.     PAYMENTS AND ACCOUNTS

7.1   Payments by the Obligor



7.2   Transfer to the Payment Account



7.3   Funds and Place



7.4   No Set-off, Counterclaim or Retention



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7.5   Non Business Day



7.6   Taxes



7.7   Currency Indemnity



7.7   Partial Payment



8.     LIABILITY

8.1   Scope of the Seller's Liability



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8.2   Limitation and Exclusion of the Seller's Liability



8.3   Early Expiry of the Contract



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8.4   Reduction of Annual Fee



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8.5   Optional Prepayment by the Seller



9.     MANAGEMENT FEE



10.   COSTS AND EXPENSES



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11.   REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Bank that:



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12.   UNDERTAKINGS



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13.   ASSIGNMENT

13.1 Successors



13.2 No Assignment by Seller or Obligor



13.3 Assignment by Bank



14.   PARTIAL INVALIDITY



15.   DISCLOSURE



16.   LAW AND JURISDICTION

16.1 Applicable Law



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16.2 General Business Conditions



16.3 Jurisdiction



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ANNEX 2

General Terms and Conditions of Bank Austria Creditanstalt AG

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