Tracinda Corp Sample Contracts

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ARTICLE I
Stockholder Agreement • May 8th, 1998 • Tracinda Corp • Delaware
AGREEMENT
Consulting Agreement • February 9th, 1996 • Tracinda Corp • Nevada
Standstill Agreement -------------------- Reference is made to the Standstill Agreement (the "Agreement"), dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Delaware corporation. This will...
Standstill Agreement • May 8th, 1998 • Tracinda Corp

This will confirm that, upon consummation of the business combination contemplated by the Business Combination Agreement (the "BCA") among Daimler-Benz Aktiengesellschaft, Chrysler and Oppenheim Aktiengesellschaft ("Newco AG"), dated as of May 7, 1998, Newco AG will constitute a successor to Chrysler under the Agreement. After the business combination, your registration rights under section 3(b) of the Agreement will require that you own at least 2% of the Voting Securities instead of 5% and that the minimum amount to be registered pursuant to section 3(b)(i) would be 1% instead of 3%. In addition, your board representation under the Agreement shall be that Mr. Aljian will serve on the Integration Committee of Newco AG so long as you are entitled to have a director nominated under the Agreement and Mr. Aljian is able to serve.

RECITALS
Indemnity Agreement • September 27th, 2004 • Tracinda Corp • Delaware
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 19th, 1998 • Tracinda Corp • Delaware
FORM OF AMENDED AND RESTATED INVESTORS SHAREHOLDER AGREEMENT by and among
Shareholder Agreement • November 18th, 1997 • Tracinda Corp • Delaware
November 12, 1997 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. MORGAN & CO. BEAR, STEARNS & CO. INC. FURMAN SELZ LLC as U.S. Representatives of the several U.S. Underwriters to be named in the within-mentioned U.S....
Public Offering Agreement • November 18th, 1997 • Tracinda Corp

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. MORGAN & CO. BEAR, STEARNS & CO. INC. FURMAN SELZ LLC as U.S. Representatives of the several U.S. Underwriters to be named in the within-mentioned U.S. Purchase Agreement

FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among
Shareholder Agreement • November 18th, 1997 • Tracinda Corp • Delaware
Standstill Agreement
Standstill Agreement • May 8th, 1998 • Tracinda Corp

Reference is made to the Standstill Agreement, dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Nevada corporation (together with Mr. Kerkorian, "Tracinda"), as amended by the letter agreement of even date herewith between Chrysler and Tracinda (as so amended, the "Agreement").

COMPANY STOCK PURCHASE AGREEMENT
Company Stock Purchase Agreement • February 26th, 2008 • Tracinda Corp • Delaware

THIS COMPANY STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 29, 2007, by and between DELTA PETROLEUM CORPORATION, a Delaware corporation (the “Company”), and TRACINDA CORPORATION, a Nevada corporation (“Purchaser”).

CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT by and among DELTA PETROLEUM CORPORATION AND TRACINDA CORPORATION Dated as of May 15, 2009
Contingent Payment Rights Repurchase Agreement • May 19th, 2009 • Tracinda Corp • Delaware

This CONTINGENT PAYMENT RIGHTS REPURCHASE AGREEMENT, dated as of May 15, 2009 (this “Agreement”), is entered into by and among Delta Petroleum Corporation, a Delaware corporation (the “Company”) and Tracinda Corporation, a Nevada corporation (“Seller”).

TRACINDA CORPORATION
Revolving Credit Facility • June 19th, 2008 • Tracinda Corp • Nevada
FIRST AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • August 21st, 2003 • Tracinda Corp • California

This FIRST AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 30, 1996 by and between TRACINDA CORPORATION, a Nevada corporation (“Company”) and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, in its capacity as the agent for the Secured Parties under the Credit Agreement referred to below (“Administrative Agent”), and amends and restates (a) that certain Security Agreement: Secured Party in Possession (Chrysler Corporation) dated July 21, 1995 made by the Company in favor of Bank of America National Trust and Savings Association, in its capacity as a bank (“BofA”) and (b) that certain Stock Collateral Pledge Agreement dated as of July 10, 1995 made by the Company in favor of BofA (collectively, the “Existing Pledge Agreements”).

STOCKHOLDER SUPPORT AGREEMENT
Stockholder Support Agreement • August 22nd, 2007 • Tracinda Corp • Delaware

THIS STOCKHOLDER SUPPORT AGREEMENT, dated as of August 21, 2007 (this “Agreement”) by and between Tracinda Corporation, a Nevada corporation (“Stockholder”) and Infinity World Investments LLC (“Infinity World”) (Stockholder and Infinity World are collectively referred to herein as the “Parties” and individually as a “Party”).

Tracinda Corporation has agreed, with exceptions, not to sell or transfer any common stock of MGM Resorts International (the “Common Stock”) for 60 days after the date of this lock-up agreement without first obtaining the written consent of Merrill...
Lock-Up Agreement • February 28th, 2012 • Tracinda Corp

This lockup provision applies to Common Stock and to securities convertible into or exchangeable or exercisable for or repayable with Common Stock. It also applies to Common Stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

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VALUE SHARING AGREEMENT
Value Sharing Agreement • September 2nd, 2008 • Tracinda Corp • California

This Value Sharing Agreement made as of August 28, 2008 (this “Agreement”) is by and between Tracinda Corporation, a Nevada corporation (“Tracinda”), and Jerome B. York (the Consultant”).

AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • July 8th, 2008 • Tracinda Corp

This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is entered into as of June 25, 2008, and amends and restates in its entirety the Pledge Agreement dated as of April 15, 2008 by and between TRACINDA CORPORATION, a Nevada corporation (the “Borrower”) and BANK OF AMERICA, N.A. (the “Lender”).

October 20, 2010 Mr. Brian D. Corum Senior Vice President BANK OF AMERICA, N.A.
Letter Loan Agreement • October 21st, 2010 • Tracinda Corp
CONTINGENT PAYMENT RIGHTS PURCHASE AGREEMENT by and among DELTA PETROLEUM CORPORATION AND TRACINDA CORPORATION Dated as of March 26, 2009
Contingent Payment Rights Purchase Agreement • March 30th, 2009 • Tracinda Corp • Delaware

This CONTINGENT PAYMENT RIGHTS PURCHASE AGREEMENT, dated as of March 26, 2009 (this “Agreement”), is entered into by and among Delta Petroleum Corporation, a Delaware corporation (the “Company”) and Tracinda Corporation, a Nevada corporation (“Purchaser”).

TRACINDA CORPORATION
Revolving Credit Facility • May 23rd, 2008 • Tracinda Corp • Nevada
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 2003 • Tracinda Corp

This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of January 18, 2001 is entered into with reference to the Second Amended and Restated Credit Agreement dated as of August 16, 2000 (as may be amended from time to time, the “Credit Agreement”) among Tracinda Corporation, a Nevada corporation, as borrower (the “Company”), the several financial institutions from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Letter of Credit Issuing Lender and Administrative Agent for the Lenders and any counterparty under any secured Swap Agreements. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

MGM RESORTS INTERNATIONAL LETTER AGREEMENT September 11, 2017
Letter Agreement • September 13th, 2017 • Tracinda Corp

This Letter Agreement by and between MGM Resorts International, a Delaware corporation (the “Company”), and Tracinda Corporation, a Nevada corporation (the “Seller”), confirms the Company’s agreement to purchase all of the Seller’s right, title and interest in and to 10,000,000 shares of the Company’s common stock, par value $0.01 (the “Shares”).

MGM Resorts International (a Delaware corporation) up to 78,984,300 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 13th, 2010 • Tracinda Corp • New York
SECONDARY BLOCK TRADE NON-AFFILIATE SELLER REPRESENTATION LETTER AND AGREEMENT
Secondary Block Trade Agreement • December 6th, 2017 • Tracinda Corp • New York
AMENDMENT NO. 1 TO 250 RODEO PLEDGE AGREEMENT
250 Rodeo Pledge Agreement • August 21st, 2003 • Tracinda Corp

This Amendment No. 1 to 250 Rodeo Pledge Agreement (this “Amendment”), dated as of August 16, 2000 is entered into with reference to the 250 Rodeo Pledge Agreement dated as of August 28, 1998 (the “Pledge Agreement”), by and between 250 Rodeo, Inc., a Delaware corporation (the “Pledgor”) and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association) as agent for the Secured Parties referred to in the Pledge Agreement under the First Amended and Restated Credit Agreement dated as of October 30, 1996 among Tracinda Corporation, a Nevada corporation (the “Company”), the banks from time to time party thereto, and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association) as Letter of Credit Issuing Bank and Administrative Agent (as amended from time to time, the “Prior Credit Agreement”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Pledge Agreement.

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 2003 • Tracinda Corp

This Amendment No. 3 (this “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of October 1, 2001 is entered into with reference to the Second Amended and Restated Credit Agreement dated as of August 16, 2000 (as may be amended from time to time, the “Credit Agreement”) among Tracinda Corporation, a Nevada corporation, as borrower (the “Company”), the several financial institutions from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Letter of Credit Issuing Lender and Administrative Agent for the Lenders and any counterparty under any secured Swap Agreements. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 21st, 2003 • Tracinda Corp

This Amendment No. 5 (this “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of March 28, 2003 is entered into with reference to the Second Amended and Restated Credit Agreement dated as of August 16, 2000 (as may be amended from time to time, the “Credit Agreement”) among Tracinda Corporation, a Nevada corporation, as borrower (the “Company”), the several financial institutions from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Letter of Credit Issuing Lender and Administrative Agent for the Lenders and any counterparty under any secured Swap Agreements. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

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