XXXXXXX X
Xxx 0, 0000
Xxxx Xxxxxxxxx
Tracinda Corporation
0000 Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Standstill Agreement
--------------------
Reference is made to the Standstill Agreement (the "Agreement"),
dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Xxxx
Xxxxxxxxx and Tracinda Corporation, a Delaware corporation.
This will confirm that, upon consummation of the business
combination contemplated by the Business Combination Agreement (the "BCA")
among Daimler-Benz Aktiengesellschaft, Chrysler and Xxxxxxxxx
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 Xx. Xxxxxx will serve on the Integration Committee
of Newco AG so long as you are entitled to have a director nominated under
the Agreement and Xx. Xxxxxx is able to serve.
All of the provisions of the Agreement will otherwise continue in
effect following the business combination and the rights and obligations of
the parties under the Agreement shall remain in full force and effect, in
each case adjusted to take into account the conversion of Chrysler shares
of common stock into Newco AG American Depositary Shares in accordance with
the BCA.
Very truly yours,
CHRYSLER CORPORATION
By /s/ Xxxx X. Xxxxxx
-----------------------
Agreed to by the undersigned
as of the date above written
TRACINDA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary/Treasurer
/s/ Xxxx Xxxxxxxxx
--------------------------------
Xxxx Xxxxxxxxx
