Schedule 13D Amendment No.2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LHBIJVe/RDKM31VeYsUh5al+9uPM8i9CPC876VTpYnZ2JgStIIdmub9wnNAW+x3x TNh+pmovGzmEoY/dXB1qOQ== 0001193125-08-188567.txt : 20080902 0001193125-08-188567.hdr.sgml : 20080901 20080902172944 ACCESSION NUMBER: 0001193125-08-188567 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080902 DATE AS OF CHANGE: 20080902 GROUP MEMBERS: KIRK KERKORAIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30156 FILM NUMBER: 081052195 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 MAIL ADDRESS: STREET 1: ONE AMERICAN RD CITY: DEARBORN STATE: MI ZIP: 48126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.2 Schedule 13D Amendment No.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Ford Motor Company

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

345370860

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 28, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 345370860


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions) BK, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Nevada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 140,800,000
		8. Shared Voting Power
		9. Sole Dispositive Power 140,800,000
		10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 140,800,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 6.43%*
14.		Type of Reporting Person (See Instructions) CO

* Percentage calculated on the basis of 2,190,498,174 shares of common stock issued and outstanding as of July 29, 2008 as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008

CUSIP No. 345370860


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 140,800,000
		8. Shared Voting Power
		9. Sole Dispositive Power 140,800,000
		10. Shared Dispositive Power


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 140,800,000
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11) 6.43%*
14.		Type of Reporting Person (See Instructions) IN

* Percentage calculated on the basis of 2,190,498,174 shares of common stock issued and outstanding as of July 29, 2008, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008

This Amendment No. 2 amends and supplements that certain Schedule 13D filed on June 19, 2008 by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Kirk Kerkorian, an individual and the sole shareholder of Tracinda, and amended on July 8, 2008 (as amended, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As of August 28, 2008 Tracinda entered into Value Sharing Agreements with Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP, Jerome B. York and Alex Yemenidjian, copies of which are attached hereto as Exhibits 7, 8 and 9, respectively, and incorporated herein by reference. The Value Sharing agreement for Mr. York references an existing Agreement for Services between Tracinda and Mr. York pursuant to which Mr. York provides consulting services. A copy of the Agreement for Services in included herein as Exhibit 10.

Item 7.

Material to Be Filed as Exhibits


Exhibit No.		Description

7.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP

8.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Jerome B. York

9.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Alex Yemenidjian

10.		Agreement for Services dated as of April 19, 2005 by and between Tracinda and Jerome B. York, as amended by the Amendment to Agreement for Services dated February 6, 2006.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 2, 2008

TRACINDA CORPORATION

By: /s/ Anthony L. Mandekic

Anthony L. Mandekic

Secretary/Treasurer

KIRK KERKORIAN

By: /s/ Anthony L. Mandekic

Anthony L. Mandekic

Attorney-in-Fact *


* Power of Attorney dated May 9, 2008, filed as Exhibit (i) to the Schedule TO of Tracinda Corporation and Kirk Kerkorian on May 9, 2008.

EXHIBIT INDEX

Item 7.

Material to Be Filed as Exhibits


Exhibit No.		Description

7.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP

8.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Jerome B. York

9.		Value Sharing Agreement dated as of August 28, 2008 by and between Tracinda and Alex Yemenidjian

10.		Agreement for Services dated as of April 19, 2005 by and between Tracinda and Jerome B. York, as amended by the Amendment to Agreement for Services dated February 6, 2006.

EX-7 2 dex7.htm VALUE SHARING AGREEMENT BETWEEN TRACINDA AND CHRISTENSEN Value Sharing Agreement between Tracinda and Christensen

EXHIBIT 7

VALUE SHARING AGREEMENT

This Value Sharing Agreement made as of August 28, 2008 (this “Agreement”) is by and between Tracinda Corporation, a Nevada corporation (“Tracinda”), and Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP, a California limited liability partnership (the Firm”).

WHEREAS, in consideration of legal and other services provided and to be provided by Partners of the Firm to Tracinda in connection with Tracinda’s investment in Ford Motor Company, a Delaware corporation (the “Company”), and in addition to any other consideration which is otherwise payable on account of such legal and other services rendered to Tracinda by the Firm, Tracinda and the Firm desire to enter into an agreement pursuant to which the Firm will share a portion of the enhancement in the value of Tracinda’s investment in the Company, as more fully set forth herein and subject to the terms and conditions hereof:

NOW, THEREFORE, the parties hereto agree as follows:

1. Participation.

(a) On the terms and subject to the conditions hereof, the Firm shall be entitled to receive two percent (2%) of the Incremental Value (as defined below) with respect to any shares of common stock, $.01 par value per share (the “Common Stock”), of the Company acquired by Tracinda or any of its subsidiaries on or subsequent to April 1, 2008 (the “Shares”), and, (1) if the Shares (or any portion thereof) are exchanged for any property other than cash, or (2) if there is a spin off of securities representing assets of the Company (“Other Property”), the Firm shall be entitled to receive two percent (2%) of the Incremental Value with respect to such Other Property.

(b) For purposes of this Agreement, “Incremental Value” means:

(i) (x) The excess, if any, of (A) the average of the Fair Market Value (as defined below) of a Share (or of Other Property received per Share) on each of the 20 trading days immediately preceding the Valuation Date over the average per share purchase price (including commissions) of the Shares (the “Base Price”), multiplied by (y) the number of Shares held by Tracinda as of the applicable date; and

(ii) With respect to any of such Shares (or Other Property with respect thereto) that are sold by Tracinda for cash and such sale is consummated prior to the Valuation Date, the excess, if any, of (x) the actual net cash proceeds received by Tracinda upon the sale of such Shares or Other Property over (y) (A) the Base Price, multiplied by (B) the number of Shares covered by such sale (or, in the case of Other Property, the number of Shares for which the Other Property covered by such sale was exchanged).

(c) In the event of any merger, consolidation, reorganization, recapitalization, reclassification, stock split, reverse stock split, extraordinary distribution, or similar transaction involving the Shares, the number of Shares and/or the Base Price shall be appropriately adjusted.

(d) Incremental Value shall be reduced or offset by the amount, if any, by which the actual net cash proceeds received by Tracinda for any sale of Shares (or Other Property with respect thereto) is less than the Base Price multiplied by the number of Shares covered by such sale (or, in the case of a sale of Other Property, the number of Shares for which the Other Property covered by such sale was exchanged).

(e) Any payment due to the Firm pursuant to this paragraph shall be paid to the Firm in the case of paragraph 1(b) (i), within thirty (30) days after the Valuation Date, and, in the case of paragraph 1(b)(ii), within thirty (30) days after receipt by Tracinda of the net proceeds of such sale.

(f) “Fair Market Value” shall mean, for any date, the mean between the high and low sales prices on such date, or if no sales price is available for the Common Stock or Other Property (i) as reported by the principal national securities exchange on which the Common Stock or Other Property is then traded which reports the highest daily average trading volume during the valuation period in question, or (ii) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the National Association of Securities Dealers. If the Common Stock or Other Property is not regularly traded on a national securities exchange or any system sponsored by the National Association of Securities Dealers, the Fair Market Value of the Common Stock and/or Other Property shall be determined by a nationally recognized, independent investment banking firm selected by Tracinda in its sole discretion.

(g) “Valuation Date” shall mean the earlier of (i) the third anniversary of the date of this Agreement and (ii) such earlier date as the Firm shall elect in writing to determine the Fair Market Value of the Shares and Other Property for purposes of this Agreement. For avoidance of doubt, the Firm shall not receive any benefit, or suffer any detriment, from changes in the Fair Market Value of the Shares or Other Property after the Valuation Date.

2. Control Over Shares. The Firm expressly acknowledges that Tracinda retains the right, in its sole discretion, to make all investment and other decisions (including voting) with respect to the Shares, its investment in the Company, or otherwise with respect to the Company. The Firm further expressly acknowledges that Tracinda has no obligation whatsoever to attempt to maximize Incremental Value as defined in this Agreement, and may make all such investment and other decisions without regard for the effect of such decisions under this Agreement. Without limiting the foregoing, Tracinda may pledge, or otherwise create one or more liens or encumbrances on, all or any portion of the Shares, with respect to borrowings or otherwise.

3. No Lien on Shares. The rights of the Firm hereunder constitute an unsecured general obligation of Tracinda. The Firm shall not have, and this Agreement shall not be deemed to create, any security interest, lien or other encumbrance of any kind whatsoever, or any legal or equitable interest of any kind whatsoever, in or with respect to any assets of Tracinda, including the Shares.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California.

5. Notices. Any notice hereunder shall be in writing, shall be delivered by confirmed facsimile transmission or by overnight courier (with proof of delivery), and shall be effective upon actual receipt by the addressee, or, if not actually received before, shall be deemed to have been actually received on the third day following such transmission or such delivery. Notices shall be delivered to the parties at the addresses previously supplied by the parties.

6. Non-Transferability. No right to share or participate in any of the Incremental Value (or otherwise) to be paid to the Firm hereunder may be assigned by the parties; provided that, the Firm may assign all or any portion of the Incremental value to partners in the Firm, who shall be bound by the terms of this Agreement.

7. Independent Contractor. It is the express intention of the parties to this Agreement that the relationship between Tracinda and the Firm be that of an independent contractor and not an employee, agent, joint venturer, or partner of Tracinda. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment or agency relationship.

8. Headings. The paragraph and other headings in this Agreement are inserted solely as a matter of convenience and for reference and are not a part of this Agreement.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

10. Entire Agreement/Written Modification. The terms and provisions of this Agreement constitute the entire agreement between the parties and shall supercede all previous communications, representations or agreement, either verbal or written, between the parties hereto with respect to this subject matter. This Agreement may not be enlarged, modified or altered except in writing signed by the parties.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer


CHRISTENSEN, GLASER, FINK, JACOBS,WEIL & SHAPIRO, LLP

By:		/s/ Terry Christensen
Name:		Terry Christensen
Title:		Managing Partner

EX-8 3 dex8.htm VALUE SHARING AGREEMENT BETWEEN TRACINDA AND JEROME B. YORK Value Sharing Agreement between Tracinda and Jerome B. York

EXHIBIT 8

VALUE SHARING AGREEMENT

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”).

WHEREAS, in consideration of investment services provided and to be provided by Consultant to Tracinda in connection with Tracinda’s investment in Ford Motor Company, a Delaware corporation (the “Company”), and in addition to any other consideration which is otherwise payable on account of services rendered to Tracinda by the Consultant, Tracinda and the Consultant desire to enter into an agreement pursuant to which the Consultant will share a portion of the enhancement in the value of Tracinda’s investment in the Company, as more fully set forth herein and subject to the terms and conditions hereof:

NOW, THEREFORE, the parties hereto agree as follows:

1. Participation.

(a) On the terms and subject to the conditions hereof, the Consultant shall be entitled to receive two percent (2%) of the Incremental Value (as defined below) with respect to any shares of common stock, $.01 par value per share (the “Common Stock”), of the Company acquired by Tracinda or any of its subsidiaries on or subsequent to April 1, 2008 (the “Shares”), and, (1) if the Shares (or any portion thereof) are exchanged for any property other than cash, or (2) if there is a spin off of securities representing assets of the Company (“Other Property”), the Consultant shall be entitled to receive two percent (2%) of the Incremental Value with respect to such Other Property.

(b) For purposes of this Agreement, “Incremental Value” means:

(e) Any payment due to the Consultant pursuant to this paragraph shall be paid to the Consultant on September 1, 2011.

(g) “Valuation Date” shall mean the earlier of (i) the third anniversary of the date of this Agreement and (ii) such earlier date as the Consultant shall elect in writing to determine the Fair Market Value of the Shares and Other Property for purposes of this Agreement. For avoidance of doubt, the Consultant shall not receive any benefit, or suffer any detriment, from changes in the Fair Market Value of the Shares or Other Property after the Valuation Date.

2. Control Over Shares. The Consultant expressly acknowledges that Tracinda retains the right, in its sole discretion, to make all investment and other decisions (including voting) with respect to the Shares, its investment in the Company, or otherwise with respect to the Company. The Consultant further expressly acknowledges that Tracinda has no obligation whatsoever to attempt to maximize Incremental Value as defined in this Agreement, and may make all such investment and other decisions without regard for the effect of such decisions under this Agreement. Without limiting the foregoing, Tracinda may pledge, or otherwise create one or more liens or encumbrances on, all or any portion of the Shares, with respect to borrowings or otherwise.

3. No Lien on Shares. The rights of the Consultant hereunder constitute an unsecured general obligation of Tracinda. The Consultant shall not have, and this Agreement shall not be deemed to create, any security interest, lien or other encumbrance of any kind whatsoever, or any legal or equitable interest of any kind whatsoever, in or with respect to any assets of Tracinda, including the Shares.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California.

6. Non-Transferability. No right to share or participate in any of the Incremental Value (or otherwise) to be paid to the Consultant hereunder may be assigned by the Consultant.

7. Independent Contractor. It is the express intention of the parties to this Agreement that the relationship between Tracinda and the Consultant be that of an independent contractor and not an employee, agent, joint venturer, or partner of Tracinda. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment or agency relationship.

8. Headings. The paragraph and other headings in this Agreement are inserted solely as a matter of convenience and for reference and are not a part of this Agreement.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

10. Entire Agreement/Written Modification. The terms and provisions of this Agreement and that certain Agreement for Services by and between the parties hereto dated April 19, 2005, as amended, constitute the entire agreements between the parties and shall supercede all previous communications, representations or agreements, either verbal or written, between the parties hereto with respect to this subject matter. This Agreement may not be enlarged, modified or altered except in writing signed by the parties.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer




		/s/ Jerome B. York
		Jerome B. York

EX-9 4 dex9.htm VALUE SHARING AGREEMENT BETWEEN TRACINDA AND ALEX YEMENIDJIAN Value Sharing Agreement between Tracinda and Alex Yemenidjian

EXHIBIT 9

VALUE SHARING AGREEMENT

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

NOW, THEREFORE, the parties hereto agree as follows:

1. Participation.

(b) For purposes of this Agreement, “Incremental Value” means:

(e) Any payment due to the Consultant pursuant to this paragraph shall be paid to the Consultant on September 1, 2011.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California.

6. Non-Transferability. No right to share or participate in any of the Incremental Value (or otherwise) to be paid to the Consultant hereunder may be assigned by the Consultant.

8. Headings. The paragraph and other headings in this Agreement are inserted solely as a matter of convenience and for reference and are not a part of this Agreement.

9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer

/s/ Alex Yemenidjian
Alex Yemenidjian

EX-10 5 dex10.htm AGREEMENT FOR SERVICES Agreement for Services

AGREEMENT FOR SERVICES BETWEEN JEROME YORK AND TRACINDA CORPORATION

EXHIBIT 10

AGREEMENT FOR SERVICES

Agreement made as of April 19, 2005 (this “Agreement”), by and between Tracinda Corporation, a Nevada corporation (“Tracinda”), and Jerome B. York (“Contractor”).

WHEREAS, Tracinda and Contractor desire to set forth the terms and conditions pursuant to which Contractor will render certain consulting services to Tracinda;

NOW, THEREFORE, the parties hereto agree as follows:

Services

(a) Contractor hereby agrees to render such specific consulting and advisory services to Tracinda in connection with Tracinda’s investments as may be reasonably requested by Tracinda.

(b) Contractor may reject any performance of services, which are not under Contractor’s control, and Tracinda may reject any services offered by Contractor, which, in the sole discretion of Tracinda, are not needed or requested by Tracinda.

(c) Contractor shall retain the right to perform services for others provided that prior written notification of the intended performance of such services is given to Tracinda, and, provided further, that such services are not, in Tracinda’s sole discretion, in conflict (both as to time necessary for performance and the nature and for whom the services are to be performed) with Contractor’s services to Tracinda. It is acknowledged that Contractor is currently a director of Apple Computer, Inc., Exide Technologies, My Publisher and, Tyco International Ltd.

(d) Services are to be performed at Contractor’s place of business or at any such other place that Contractor deems necessary and/or appropriate and at such times and in such manner as Contractor determines in his sole discretion.

Compensation

(a) Contractor will receive, effective April 19, 2005, an annual retainer fee of $600,000.00, which will be paid in equal monthly installments, in gross, for services performed.

(b) In addition to the consideration payable hereunder, Tracinda and Contractor have entered into a Value Sharing Agreement (the “Value Sharing Agreement”) of even date herewith.

Expenses

(a) Tracinda shall reimburse Contractor for all reasonable out of pocket expenses (which shall include first class commercial air fare) incurred by Contractor at the request of Tracinda in connection with the services to be provided by Contractor hereunder.

(b) In lieu of first class commercial air fare, Contractor may charge Tracinda for the use of Contractor’s private jet aircraft, when used in the performance of Contractor’s consulting and advisory services for Tracinda, at the rate of $4,200.00 per hour up to a maximum of $400,000.00 per year.

(c) Expenses shall be reimbursed by Tracinda to Contractor within thirty (30) days after invoicing which shall include reasonable documentation for all expenses.

Term

The term of this Agreement will commence on the date first written above and shall expire on the fourth anniversary thereof, unless terminated sooner upon the written notice of either party.

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada.

Notices

Any notice hereunder shall be in writing, shall be delivered by confirmed facsimile transmission or by overnight courier (with proof of delivery), and shall be effective upon actual receipt by the addressee, or, if not actually received before, shall be deemed to have been actually received on the third day following such transmission or such delivery. Notices shall be delivered as follows:

To Tracinda:

Tracinda Corporation

Attn.: Anthony Mandekic, Secretary/Treasurer

Address and facsimile as previously supplied

To Contractor:

Jerome B. York

Harwinton Capital Corporation

Address and facsimile as previously supplied

Sole Beneficiary

Contractor represents and warrants that no other person or entity has any right to share or participate in any of the compensation to be paid (or otherwise) to Contractor hereunder or pursuant to the terms of the Value Sharing Agreement.

10.

Independent Contractor

It is the express intention of the parties to this Agreement that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Tracinda. Nothing is this Agreement shall be interpreted or construed as creating or establishing the relationship of employer or agent of Contractor. Both parties acknowledge that Contractor is not an employee for state or federal tax purposes and that Contractor shall be liable for all applicable taxes.

11.

Indemnification

Tracinda will indemnify Contractor for any claims or liabilities, and losses, expenses and adverse consequences arising from such claims or liabilities, which Contractor may incur or suffer arising out of, resulting from or relating to Contractor’s association with Tracinda pursuant to this Agreement; provided that such claims, liabilities, losses, expenses and adverse consequences are not directly or indirectly caused by the action or conduct of Contractor not specifically requested by Tracinda; and provided further that Contractor will tender the defense of any such claim or liability to Tracinda, unless Tracinda denies its responsibility hereunder to indemnify Contractor with respect to such claim or liability, it being understood that Tracinda will have no authority to settle any such claim or liability on Contractor’s behalf without Contractor’s prior written consent if such settlement involves any obligation or waiver of rights by Contractor.

12.

Headings

The paragraph and other headings in this Agreement are inserted solely as a matter of convenience and for reference and are not a part of this Agreement.

13.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument

14.

Entire Agreement/Written Modification

The terms and provisions of this Agreement and the Value Sharing Agreement constitute the entire agreement between the parties and shall supercede all previous communications, representations or agreement, either verbal or written, between the parties hereto with respect to this subject matter. This Agreement may not be enlarged, modified or altered except in writing signed by the parties.

15.

Expenses

Tracinda and Contractor shall pay their respective fees and expenses in connection with the negotiation, execution and performance of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


TRACINDA CORPORATION

By:
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer


Jerome B. York

AMENDMENT TO

AGREEMENT FOR SERVICES

This Amendment, entered into as of February 6, 2006 (this “Amendment”), amends the Agreement for Services, dated as of April 19, 2005 (the “Agreement”), by and between Tracinda Corporation, a Nevada corporation (“Tracinda”), and Jerome B. York (“Contractor”).

WHEREAS, Tracinda and Contractor desire to clarify certain aspects of the services to be provided by Contractor pursuant to the Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1. Paragraph 1 of the Agreement shall be amended by adding the following subparagraph:

“(e) Contractor and Tracinda agree that the services to be performed pursuant to this Agreement shall not include the sharing of any confidential information with respect to another corporation which Contractor may obtain in his capacity as a director or other fiduciary of such corporation.”

2. Except as otherwise provided in this Amendment, all other terms and provisions of the Agreement shall remain in full force and effect.

3. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


TRACINDA CORPORATION

By:		/s/ Anthony L. Mandekic
Name:		Anthony L. Mandekic
Title:		Secretary/Treasurer



/s/ Jerome B. York
Jerome B. York

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