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EXHIBIT 4-D-9
CONFORMED COPY
CHRYSLER CORPORATION
$500,000,000
7.45% Debentures due 2097
REGISTRATION AGREEMENT
New York, New York
February 5, 1997
Salomon Brothers Inc
Credit Suisse First Boston Corporation
Xxxxxx Xxxxxxx & Co. Incorporated
As the Initial Purchasers
c/o Salomon Brothers Inc
Seven Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Chrysler Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell to the initial purchasers (the "Initial Purchasers"), upon the
terms set forth in a purchase agreement of even date herewith (the "Purchase
Agreement"), $500,000,000 aggregate principal amount of 7.45% Debentures due
2097 (the "Securities") of the Company (the "Initial Placement"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to the obligations of the Initial Purchasers
thereunder, the Company agrees with you, (i) for your benefit and (ii) for the
benefit of the holders from time to time of the Securities (including you)
(each of the foregoing a "Holder" and together the "Holders"), as follows:
1. Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the
following meanings:
"Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.
"Affiliate" of any specified person means any other person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such specified person. For purposes of this definition, control of a
person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such person whether by contract
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or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
"Closing Date" means February 5, 1997.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer Registration Period" means the 180 day period following
the consummation of the Registered Exchange Offer, exclusive of any period
during which any stop order shall be in effect suspending the effectiveness of
the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" means a registration statement of
the Company on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Exchange Securities" means debt securities of the Company issued pursuant
to a Registered Exchange Offer containing terms that are identical in all
material respects to the terms of the Securities (except that the interest rate
step-up provisions and the transfer restrictions in the Securities will be
modified or eliminated, as appropriate), to be issued under the Indenture or
the Exchange Securities Indenture.
"Exchange Securities Indenture" means an indenture, if any, between the
Company and the Exchange Securities Trustee, identical in all material respects
with the Indenture (except that the cash interest and interest rate step-up
provisions will be modified or eliminated, as appropriate).
"Exchange Securities Trustee" means a bank or trust company reasonably
satisfactory to the Initial Purchasers, acting as trustee with respect to the
Exchange Securities under the Exchange Securities Indenture, if any.
"Exchanging Dealer" means any Holder (which may include the Initial
Purchasers) which is a broker-dealer, electing to exchange Securities, acquired
for its own account as a result of market-making activities or other trading
activities, for Exchange Securities.
"Holder" has the meaning set forth in the preamble hereto.
"Indenture" means the Indenture relating to the Securities dated as of
March 1, 1985, between the Company and Manufacturers Hanover Trust Company
(which has been
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succeeded by State Street Bank and Trust Company as successor trustee), as
amended from time to time in accordance with the terms thereof.
"Initial Placement" has the meaning set forth in the preamble hereto.
"Memorandum" has the meaning set forth in the Purchase Agreement.
"Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of the Securities or the Exchange Securities, covered by such
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.
"Registered Exchange Offer" means an offer to the Holders to issue and
deliver to such Holders, in exchange for the Securities, a like principal
amount of the Exchange Securities.
"Registration Statement" means any Exchange Offer Registration Statement
or Shelf Registration Statement that covers any of the Securities or the
Exchange Securities pursuant to the provisions of this Agreement, amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.
"Securities" has the meaning set forth in the preamble hereto.
"Shelf Registration" means a registration effected pursuant to Section 3
hereof.
"Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.
"Shelf Registration Statement" means a "shelf" registration statement of
the Company pursuant to the provisions of Section 3 hereof which covers some or
all of the Securities or Exchange Securities, as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.
"Tax Contingency" has the meaning set forth in Section 2(a) hereof.
"Trustee" means the trustee with respect to the Securities under the
Indenture.
2. Registered Exchange Offer; Resales of Exchange Securities by
Exchanging Dealers; Private Exchange. (a)(i) Subject to paragraph (a)(iii) of
this Section 2, the Company shall (A) within 60 days after the Closing Date,
file with the Commission the Exchange Offer Registration Statement with respect
to the Registered Exchange Offer, (B) use its best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the Act
within
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150 days after the Closing Date, and (C) use its best efforts to consummate the
Registered Exchange Offer within 180 days after the Closing Date.
(ii) Subject to paragraph (a)(iii) of this Section 2, upon the Exchange
Offer Registration Statement's being declared effective, the Company shall
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities
for Exchange Securities (assuming that such Holder (i) is not an affiliate of
the Company within the meaning of the Act, (ii) is not a broker-dealer that
acquires the Securities in a transaction other than as part of its
market-making or other trading activities and (iii) if not a broker-dealer,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities) to trade such Exchange Securities from
and after their receipt without any limitations or restrictions under the Act
and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.
(iii) In the event the Company determines at any time and in good faith
that consummation of a Registered Exchange Offer would result in more than
insubstantial increase in the risk that interest payable by the Company on the
Securities or the Exchange Securities would not be deductible, in whole or in
part, by the Company for United States federal income tax purposes (a "Tax
Contingency"), the Company may elect (A) to delay (1) filing, or causing to
become effective, the Exchange Offer Registration Statement and/or (2)
commencement or consummation of the Registered Exchange Offer (an election made
pursuant to this clause (A), a "Delaying Election") and/or (B) to file at any
time, in lieu of effecting a registration under an Exchange Offer Registration
Statement pursuant to paragraphs (a)(i) and (a)(ii) of this Section 2, a Shelf
Registration Statement covering resales of Securities (an election made
pursuant to this clause (B), a "Shelf Election"). The Company shall notify the
Holders and the Initial Purchasers promptly of its determination that a Tax
Contingency exists. In the event the Company makes a Delaying Election or a
Shelf Election, the Company shall use its best efforts to cause the Registered
Exchange Offer or the Shelf Registration to be consummated or declared
effective, respectively, not later than 240 days after the Closing Date.
(b) In connection with the Registered Exchange Offer, the Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 30 days
and not more than 45 days after the date notice thereof is mailed to the
Holders (or longer if required by applicable law);
(iii) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York; and
(iv) comply in all material respects with all applicable laws.
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(c) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn
pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation all Securities so accepted
for exchange; and
(iii) cause the Trustee or the Exchange Securities Trustee, as the case
may be, promptly to authenticate and deliver to each Holder Exchange Securities
equal in principal amount to the Securities of such Holder so accepted for
exchange and canceled pursuant to the Registered Exchange Offer.
(d) The Initial Purchasers and the Company acknowledge that, pursuant to
interpretations by the Commission's staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is
required to deliver a Prospectus in connection with a sale of any Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer in exchange for Securities acquired for its own account as a
result of market-making activities or other trading activities. Accordingly:
(i) the Company shall include the information set forth in Annex A hereto
on the cover of the Exchange Offer Registration Statement, in Annex B hereto in
the forepart of the Exchange Offer Registration Statement in a section setting
forth details of the Exchange Offer, and in Annex C hereto in the underwriting
or plan of distribution section of the Prospectus forming a part of the
Exchange Offer Registration Statement, and include the information set forth in
Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; and
(ii) if any Holder receives Exchange Securities pursuant to the Exchange
Offer and, by checking the box provided for in Annex D hereto, indicates in the
related letter of transmittal that it is a broker-dealer, the Company shall use
its best efforts to keep the Exchange Offer Registration Statement continuously
effective under the Act during the Exchange Offer Registration Period for
delivery by Exchanging Dealers in connection with sales of Exchange Securities
received pursuant to the Registered Exchange Offer, as contemplated by Section
4(h) below.
(e) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser the Company shall issue and deliver to such
Initial Purchaser in exchange for such Securities, a like principal amount of
Exchange Securities. The Company shall seek to cause the CUSIP Service Bureau
to issue the same CUSIP number for such Exchange Securities as for Exchange
Securities issued pursuant to the Registered Exchange Offer; provided, that if
such CUSIP number is obtained at a time when resales of such Exchange
Securities by such Initial Purchaser are not covered by a Shelf Registration
such CUSIP number may vary from the CUSIP number
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for the Exchange Securities issued pursuant to the Registered Exchange Offer by
the inclusion of a designation indicating such securities are "restricted
securities"; provided, further that on the first business day following the
effective date of any Shelf Registration Statement hereunder or as soon as
possible thereafter, the Company shall use its best efforts to cause DTC to
remove (1) from any existing CUSIP number assigned to the Securities any such
designation, which efforts shall include delivery to DTC of a letter executed
by the Company substantially in the form of Exhibit A hereto and (2) any other
stop or restriction on DTC's system with respect to the Securities.
3. Shelf Registration. If, (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof, or
(ii) the Exchange Offer is not consummated within 180 days (or if the Company
shall determine in good faith that a Tax Contingency existed during such 180
day period, within 240 days) after the Closing Date, or (iii) the Company shall
at any time have made a Shelf Election, or (iv) any Initial Purchaser so
requests with respect to Securities purchased by it on the Closing Date and
held by it following consummation of the Registered Exchange Offer or with
respect to any Exchange Securities received in exchange for such Securities
including any Exchange Securities received according to the terms of Section
2(e) hereto, or (v) any Holder is a broker-dealer that is not an affiliate of
the Company and is not eligible to participate in the Registered Exchange Offer
and to receive Exchange Securities that could be resold without registration
under the Securities Act and without delivery of a prospectus and such Holder
so requests in writing, the following provisions shall apply:
(a) The Company shall as promptly as practicable (but in no event more
than 30 days after the effective date of any requirement, request or Shelf
Election, file with the Commission a Shelf Registration Statement relating to
the offer and sale of the Securities or the Exchange Securities, as applicable,
by the Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in such Shelf Registration Statement;
provided, that with respect to Exchange Securities received by the Initial
Purchasers in exchange for Securities constituting any portion of an unsold
allotment, the Company may, if permitted by current interpretations by the
Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Regulation S-K
Items 507 and/or 508, as applicable, in satisfaction of its obligations under
this paragraph (a) with respect thereto, and any such Exchange Offer
Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration
Statement; and provided further, that with respect to a Shelf Registration
Statement required pursuant to clause (ii) of the preceding paragraph, the
consummation of a Registered Exchange Offer shall relieve the Company of its
obligations under this Section 3(a) but only in respect of its obligations
under such clause (ii).
(b) The Company shall use its best efforts to cause the Shelf
Registration Statement to be declared effective under the Securities Act and to
keep the Shelf Registration Statement continuously effective in order to permit
the Prospectus forming part thereof to be usable by Holders for a period of
three years from the date the Shelf Registration Statement is
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declared effective by the Commission (or a period of six months from the date
the Shelf Registration Statement is declared effective in the case of a Shelf
Registration Statement filed at the request of a broker-dealer) or such shorter
period that will terminate upon the earlier of the following (A) when all the
Securities or Exchange Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement, (B) when there cease to be outstanding any Securities, or Exchange
Securities, as applicable or (C) when in the written opinion of counsel to the
Company, all outstanding Securities or Exchange Securities held by persons that
are not affiliates of the Company may be resold without registration under the
Act pursuant to Rule 144(k) under the Act or any successor provision thereto
(in any such case, such period being called the "Shelf Registration Period").
Furthermore, the Company shall use its best efforts, upon the effectiveness of
the Shelf Registration Statement, promptly upon the request of any Holder to
take any action reasonably necessary to register the sale of any Securities or
Exchange Securities of such Holder and to identify such Holder as a selling
Holder. The Company shall be deemed not to have used its best efforts to keep
the Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of securities covered
thereby not being able to offer and sell such securities during that period,
unless (i) such action is required by applicable law, or (ii) such action is
taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, public filings with the Commission,
pending corporate developments and similar events, so long as the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable.
(c) The Company may suspend the use of the Prospectus contained in a
Shelf Registration Statement for up to two periods each not to exceed 45
consecutive days in any 12 month period for valid business reasons (not
including the avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, public filings with the Commission,
pending corporate developments and similar events; provided that the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable.
4. Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:
(a) The Company shall furnish to you, prior to the filing thereof with
the Commission, a copy of any Shelf Registration Statement and any Exchange
Offer Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall use its best
efforts to reflect in each such document, when so filed with the Commission,
such comments as Salomon Brothers Inc reasonably may propose.
(b) The Company shall cause (i) any Registration Statement and any
amendment thereto and any Prospectus forming part thereof and any amendment or
supplement thereto (and each document incorporated therein by reference) to
comply in all material respects with the Act and the Exchange Act and the
respective rules and regulations thereunder, (ii) any Registration Statement
and any amendment thereto, when it becomes effective, not to contain an untrue
statement of a material fact and not to omit to state a material fact required
to be stated therein or
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necessary to make the statements therein not misleading and (iii) any
Prospectus forming part of any Registration Statement, and any amendment or
supplement to such Prospectus, not to include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not
misleading.
(c) (1) The Company shall advise you and, in the case of a Shelf
Registration Statement, the Holders of securities covered thereby, and, if
requested by you or any such Holder, confirm such advice in writing:
(i) when a Registration Statement and any amendment thereto has been
filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements to
the Registration Statement or the Prospectus included therein or for additional
information.
(2) The Company shall advise you and, in the case of a Shelf Registration
Statement, the Holders of securities covered thereby, and, in the case of an
Exchange Offer Registration Statement, any Exchanging Dealer that has provided
in writing to the Company a telephone or facsimile number and address for
notices, and, if requested by you or any such Holder or Exchanging Dealer,
confirm such advice in writing:
(i) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
(ii) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the securities included therein for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and
(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes
have been made).
(d) The Company shall use its best efforts to prevent the issuance and if
issued to obtain the withdrawal, of any order suspending the effectiveness of
any Registration Statement at the earliest possible time.
(e) The Company shall furnish to each Holder of securities included
within the coverage of any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits (including those incorporated by
reference).
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(f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of securities included within the coverage of any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Company consents to the use of the Prospectus or any amendment
or supplement thereto by each of the selling Holders of securities in
connection with the offering and sale of the securities covered by the
Prospectus or any amendment or supplement thereto.
(g) The Company shall furnish to each Exchanging Dealer that so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules, any documents incorporated by reference therein, and, if the
Exchanging Dealer so requests in writing, all exhibits (including those
incorporated by reference).
(h) The Company shall, during the Exchange Offer Registration Period,
promptly deliver to each Exchanging Dealer, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as such Exchanging Dealer may reasonably
request for delivery by such Exchanging Dealer in connection with a sale of
Exchange Securities received by it pursuant to the Registered Exchange Offer;
and the Company consents to the use of the Prospectus or any amendment or
supplement thereto by any such Exchanging Dealer, as aforesaid.
(i) Prior to the Registered Exchange Offer or any other offering of
securities pursuant to any Registration Statement, the Company shall register
or qualify or cooperate with the Holders of securities included therein and
their respective counsel in connection with the registration or qualification
of such securities for offer and sale under the securities or blue sky laws of
such jurisdictions as any such Holders reasonably request in writing and do any
and all other acts or things necessary or advisable to enable the offer and
sale in such jurisdictions of the securities covered by such Registration
Statement; provided, however, that the Company will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or
to taxation in any such jurisdiction where it is not then so subject.
(j) The Company shall cooperate with the Holders of Securities or
Exchange Securities to facilitate the timely preparation and delivery within
the times required by normal way settlement of certificates representing
securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
Holders may request prior to sales of securities pursuant to such Registration
Statement.
(k) Upon the occurrence of any event contemplated by paragraph (c)(2)
(iii) above, the Company shall prepare, as soon as reasonably possible, a
post-effective amendment to any Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to purchasers of the securities included therein,
the Prospectus will not include an untrue statement of a material fact or omit
to state any
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material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(l) (A) Not later than the effective date of an Exchange Offer
Registration Statement filed hereunder, the Company shall provide a CUSIP
number for the Securities or Exchange Securities, as the case may be,
registered under such Exchange Offer Registration Statement, and provide the
applicable trustee with printed certificates for such Securities or Exchange
Securities, in a form eligible for deposit with The Depository Trust Company
("DTC") and (B) on the first business day following the effective date of any
Shelf Registration Statement hereunder or as soon as possible thereafter, the
Company shall use its best efforts to cause DTC to remove (1) from any existing
CUSIP number assigned to the Securities any designation indicating that the
Securities are "restricted securities", which efforts shall include delivery to
DTC of a letter executed by the Company substantially in the form of Exhibit A
hereto and (2) any other stop or restriction on DTC's system with respect to
the Securities. In the event the Company is unable to cause DTC to take the
actions described in the immediately preceding sentence, the Company shall take
such actions as the Initial Purchasers may reasonably request to provide, as
soon as practicable, a CUSIP number for the Securities registered under the
Shelf Registration Statement and to cause the CUSIP number to be assigned to
the Securities (or to the maximum aggregate principal amount of the Securities
to which such number may be assigned). Upon compliance with the foregoing
requirements of this Section 4(l), the Company shall provide the Trustee with
printed certificates for such Securities, in a form eligible for deposit with
DTC.
(m) The Company shall use its best efforts to comply with all applicable
rules and regulations of the Commission and shall make generally available to
its security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act.
(n) The Company shall cause the Indenture or the Exchange Securities
Indenture, as the case may be, to be qualified under the Trust Indenture Act in
a timely manner.
(o) The Company may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the holder and the distribution of such securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement.
(p) The Company shall, if requested, use its best efforts to promptly
incorporate in a Prospectus supplement or post-effective amendment to a Shelf
Registration Statement such information as a Holder may reasonably provide from
time to time to the Company in writing for inclusion in a Prospectus or any
Shelf Registration Statement concerning such Holder and the distribution of
such Holder's Securities and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably possible after
receipt of notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.
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(q) In the case of any Shelf Registration Statement, the Company shall
enter into such agreements and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities or
the Exchange Securities as the case may be, to be registered thereunder.
(r) At the request of an Initial Purchaser with respect to Securities
purchased by it on the Closing Date and held by it following consummation of
the Registered Exchange Offer or with respect to any Exchange Securities
received according to the terms of Section 2(e) hereto, which Securities or
Exchange Securities, as applicable, are eligible for resale under a Shelf
Registration Statement, the Company shall (i) make reasonably available for
inspection by the Initial Purchasers and any attorney, accountant or other
agent retained by the Initial Purchasers all financial and other records,
corporate documents and properties of the Company and its subsidiaries as may
be reasonably requested; (ii) cause the Company's officers, directors and
employees to supply all relevant information reasonably requested by the
Initial Purchasers or any such attorney, accountant or agent in connection with
any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information provided by the Company
shall be kept confidential by any such attorney, accountant or agent, unless
disclosure is made in connection with a court proceeding or required by law, or
such information becomes available to the public generally or through a third
party without an accompanying obligation of confidentiality; (iii) make such
representations and warranties to the Initial Purchasers in form, substance and
scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement; (iv) use its best efforts to obtain
opinions of counsel to the Company and updates thereof addressed to the Initial
Purchasers covering such matters as are customarily covered in opinions
requested in underwritten offerings and such other matters as may be reasonably
requested by the Initial Purchasers; (v) use its best efforts to obtain "cold
comfort" letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement (the "Accountants")),
addressed to the Initial Purchasers in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
primary underwritten offerings; and (vi) deliver such documents and
certificates as may be reasonably requested by the Initial Purchasers including
those to evidence compliance with Section 4(k) and with any customary
conditions to underwriting agreements for primary underwritten offerings. The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section 4(r) shall be performed at such times as such Initial Purchaser may
reasonably request.
5. Registration Expenses. The Company shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof and, in the event of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the majority of the Holders of the Securities or the Exchange
Securities, as the case may be, covered by such Shelf Registration Statement,
to act as counsel for the Holders in connection therewith, and, in the case of
any Exchange Offer
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Registration Statement, will reimburse the Initial Purchasers for the
reasonable fees and disbursements of counsel acting in connection therewith.
6. Indemnification and Contribution. (a) In connection with any
Registration Statement, the Company agrees to indemnify and hold harmless each
Holder of securities covered thereby (including the Initial Purchasers and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (including all documents incorporated
by reference therein) as originally filed or in any amendment thereof, or in
any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any such Holder specifically for inclusion
therein (ii) such indemnity with respect to any preliminary Prospectus shall
not inure to the benefit of each Holder of Securities or Exchange Securities,
as the case may be, covered thereby (including the Initial Purchasers) (or any
of the directors, officers, employees and agents of such Holder or any
controlling person of such Holder) from whom the person asserting any such
loss, claim, damage or liability purchased the Securities or Exchange
Securities, as the case may be, which are the subject thereof if such person
was not sent or given a copy of the Prospectus (or such Prospectus as
supplemented), excluding documents incorporated therein by reference, at or
prior to the confirmation of the sale of such Securities or Exchange
Securities, as the case may be, in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact contained in
such preliminary Prospectus was corrected in such Prospectus (or such
Prospectus as supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
The Company also agrees to indemnify or contribute to Losses of, as
provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 6(a).
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(b) Each Holder of securities covered by a Registration Statement
(including the Initial Purchasers and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally
agrees to indemnify and hold harmless (i) the Company, (ii) each of its
directors, (iii) each of its officers who signs such Registration Statement and
(iv) each person who controls the Company within the meaning of either the Act
or the Exchange Act to the same extent as the foregoing indemnity from the
Company to each such Holder, but only with reference to written information
relating to such Holder furnished to the Company by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 6
or notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 6, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel (and local counsel) if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.
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(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall the Initial Purchasers or any
subsequent Holder of any Security or Exchange Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of an Exchange Security, applicable
to the Security which was exchangeable into such Exchange Security, as set
forth in the Memorandum. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set
forth in the Memorandum and (y) the total amount of additional interest which
the Company was not required to pay as a result of registering the securities
covered by the Registration Statement which resulted in such Losses. Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth in the Memorandum, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or Exchange Securities, as applicable, registered under
the Act. Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other
hand. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 6, each
person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of
this paragraph (d).
(e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers, directors or controlling persons referred
to in Section 6 hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.
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7. Miscellaneous.
(a) No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into,
any agreement with respect to its securities that conflicts in any material
respect with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Securities (or, after the consummation of any Exchange Offer in
accordance with Section 2 hereof, of Exchange Securities); provided that, with
respect to any matter that adversely affects the rights of any Initial
Purchaser hereunder, the Company shall obtain the written consent of each such
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing (except
the foregoing proviso), a waiver or consent to departure from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders whose securities are being sold pursuant to a Registration Statement
and that does not adversely affect the rights of other Holders may be given by
the Majority Holders, determined on the basis of securities being sold rather
than registered under such Registration Statement.
(c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, or air courier guaranteeing overnight delivery:
(1) if to a Holder, at the most current address given by such holder to
the Company in accordance with the provisions of this Section 7(c), which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Brothers Inc;
(2) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and
(3) if to the Company, initially at its address set forth in the Purchase
Agreement.
All such notices and communications shall be deemed to have been duly
given when received.
The Initial Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and
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any initial Holder of Exchange Securities each of whom shall be entitled to
specifically enforce the provisions of this Agreement as if an original party
hereto.
(e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State.
(h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.
(i) Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or
Exchange Securities is required hereunder, Securities or Exchange Securities,
as applicable, held by the Company or its Affiliates (other than subsequent
Holders of Securities or Exchange Securities if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such Securities
or Exchange Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.
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Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.
Very truly yours,
CHRYSLER CORPORATION,
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President and Treasurer
Accepted:
SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXX XXXXXXX & CO. INCORPORATED
By: SALOMON BROTHERS INC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
Dated: February 5, 1997
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ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date (as defined herein) and ending
on the close of business 180 days after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."
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ANNEX B
Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
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ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until , 199 , all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.
The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that
were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of Exchange Securities and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Act. The Letter of Transmittal states that
by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Act.
For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.
[If applicable, add information required by Regulation S-K Items 507
and/or 508.]
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ANNEX D
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ____________________________________
Address: ____________________________________
____________________________________
The undersigned represents that it is not an affiliate of the Company,
that any Exchange Securities to be received by it will be acquired in the
ordinary course of business and that at the time of the commencement of the
Registered Exchange Offer it had no arrangement with any person to participate
in a distribution of the Exchange Securities.
In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities. If the undersigned is a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Securities, it represents that the Securities to be exchanged for Exchange
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Act.
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EXHIBIT A
FORM OF LETTER TO BE PROVIDED BY ISSUER TO
THE DEPOSITORY TRUST COMPANY
The Depository Trust Company
0 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: 7.45% Debentures due 2097 (the "Securities") of Chrysler
Corporation (the "Issuer")
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission has declared
effective a Registration Statement on Form S-3 under the Securities Act of
1933, as amended, with regard to all of the Securities referenced above.
Accordingly, there is no longer any restriction as to whom such Securities may
be sold and any restrictions on the CUSIP designation are no longer appropriate
and may be removed. I understand that upon receipt of this letter, DTC will
remove any stop or restriction on its system with respect to this issue.
As always, please do not hesitate to call if we can be of further
assistance.
Very truly yours,
Authorized Officer
