EXHIBIT 5
AGREEMENT
AGREEMENT made February 8, 1996 (this "Agreement"), by and between
Tracinda Corporation, a Nevada corporation ("Tracinda"), and Xxx X. Xxxxxxx
("Xxxxxxx").
WHEREAS, the parties to this Agreement have previously entered into a
Consulting Agreement dated May 9, 1995 (the "Consulting Agreement"), a Value
Sharing Agreement dated as of June 24, 1995 (the "Value Sharing Agreement"), and
an Agreement dated November 3, 1995, which amends certain provisions of the
Value Sharing Agreement and the Consulting Agreement (the "Amendment"); and
WHEREAS, Tracinda, Xxxx Xxxxxxxxx ("Kerkorian") and Xxxxxxx are today
entering into a Litigation Settlement Agreement (the "Settlement") with Chrysler
Corporation (the "Company") and Tracinda and Kerkorian are entering into certain
other agreements with the Company, which contemplate, among other things, that
this Agreement will be executed and delivered prior to or concurrently with the
execution and delivery of such other agreements;
NOW, THEREFORE, the parties hereto agree as follows:
1. Payment to Xxxxxxx. Concurrently with the execution and delivery
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of this Agreement, Tracinda is making certain payments to Xxxxxxx, as provided
in Section 1 of the Settlement, by wire transfer of immediately available funds.
Xxxxxxx agrees that, except for the obligation of Tracinda to reimburse Xxxxxxx
for certain legal fees and expenses under Section 1 of the Settlement, which
shall remain in full force and effect, such payment discharges in full all
obligations of Tracinda and Kerkorian to Xxxxxxx under any agreements,
arrangements or understandings, written or oral, between Tracinda and/or
Kerkorian, on the one hand, and Xxxxxxx, on the other hand, including, without
limitation, the Consulting Agreement, the Value Sharing Agreement and the
Amendment.
2. Termination of Agreements. Each of the parties hereto agrees
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that, except for this Agreement and the releases contemplated hereby and the
Settlement, all agreements, arrangements and understandings, written or oral,
between Tracinda and/or Kerkorian, on the one hand, and Xxxxxxx, on the other
hand, including, without limitation, the Consulting Agreement, the Value Sharing
Agreement and the Amendment, are hereby terminated and of no further force or
effect, and none of Tracinda, Kerkorian and Xxxxxxx shall have any further
liability or obligation under or with respect to any such agreement, arrangement
or understanding.
3. Withdrawal from 13D Group. Xxxxxxx hereby irrevocably withdraws
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from the Schedule 13D "group" previously formed with Tracinda, Kerkorian and
Xxxxxx Xxxxx with respect to the securities of the Company.
4. Releases. Concurrently with the execution and delivery of this
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Agreement, Tracinda and Xxxxxxx are executing mutual releases in the forms of
Exhibit A and Exhibit B, respectively.
5. Governing Law. This Agreement shall be governed by and construed
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in accordance with the internal laws of the State of Nevada, without giving
effect to conflict of laws principles, except that, to the extent that this
Agreement refers to obligations under the Settlement, such obligations are
governed by the provisions of the Settlement.
6. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
7. Entire Agreement. The terms and provisions of this Agreement,
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including the Exhibits hereto, and the Settlement constitute the entire
agreement between the parties hereto and shall supersede all previous
communications, representations or agreements, either verbal or written, between
the parties hereto with respect to this subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first written above.
TRACINDA CORPORATION
By:
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Xxx X. Xxxxxxx
-2-
EXHIBIT A
RELEASE
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Tracinda Corporation, a Nevada corporation with its principal place of
business at 0000 Xxxxx Xxxx, Xxx Xxxxx, Xxxxxx, on behalf of itself and its
executors, administrators, officers, directors, shareholders, affiliates,
trustees, employees, members, representatives, predecessors, successors, agents,
vendees, assigns and attorneys (collectively, "RELEASOR"), for good, valuable
and sufficient consideration, receipt of which is hereby acknowledged, does
hereby forever release and discharge Xxx X. Xxxxxxx, his executors,
administrators, affiliates, trustees, employees, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, "RELEASEE"),
from any and all actions, causes of action, suits, debts, sums of money,
accounts, reckonings, bonds, bills, contracts, controversies, agreements,
promises, damages, judgments, awards, executions, claims and demands whatsoever,
including without limitation costs and attorneys' fees, in law, admiralty or
equity, or as a result of any arbitration, whether known or unknown to RELEASOR,
which RELEASOR ever had, now has or hereinafter can, shall or may have, whether
in his own right or by assignment, transfer or grant from any other person,
thing or entity, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the date of execution of this Release.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996.
TRACINDA CORPORATION
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By:
Title:
STATE OF )
) .ss.:
COUNTY OF )
On the 8th day of February, 1996, before me personally came Xxxxxx X.
York, to me known, who, by me duly sworn, did depose and say that deponent is
the Vice Chairman of Tracinda Corporation; that deponent executed the foregoing
Release on behalf of said corporation; and that deponent has been authorized by
said corporation to do so, with all necessary corporate approvals having been
obtained.
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Notary Public
EXHIBIT B
RELEASE
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Xxx X. Xxxxxxx, on behalf of himself and his executors,
administrators, affiliates, trustees, employees, representatives, predecessors,
successors, agents, vendees, assigns and attorneys (collectively, "RELEASOR"),
for good, valuable and sufficient consideration, receipt of which is hereby
acknowledged, does hereby forever release and discharge Tracinda Corporation,
its executors, administrators, officers, directors, shareholders, affiliates,
trustees, employees, members, representatives, predecessors, successors, agents,
vendees, assigns and attorneys (collectively, "RELEASEE"), from any and all
actions, causes of action, suits, debts, sums of money, accounts, reckonings,
bonds, bills, contracts, controversies, agreements, promises, damages,
judgments, awards, executions, claims and demands whatsoever, including without
limitation costs and attorneys' fees, in law, admiralty or equity, or as a
result of any arbitration, whether known or unknown to RELEASOR, which RELEASOR
ever had, now has or hereinafter can, shall or may have, whether in his own
right or by assignment, transfer or grant from any other person, thing or
entity, upon or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the date of execution of this Release; provided,
however, that nothing in this Release shall be construed as releasing RELEASEE
from RELEASEE's obligations pursuant to the Litigation Settlement Agreement,
executed by RELEASEE on February 8, 1996.
This Release may only be changed, modified or waived by a writing
signed and acknowledged by RELEASEE.
IN WITNESS WHEREOF, the RELEASOR has caused this Release to be
executed this 8th day of February, 1996.
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Xxx X. Xxxxxxx
STATE OF CALIFORNIA )
) .ss.:
COUNTY OF )
On the 8th day of February, 1996, before me personally came Xxx
Xxxxxxx, to me known, who, by me duly sworn, did depose and say that he executed
the foregoing Release in his own name and by his own hand, intending to be
legally bound thereby.
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Notary Public
