XXXXXXX X
Xxx 0, 0000
Xxxx Xxxxxxxxx
Tracinda Corporation
0000 Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Incidental Registration Rights
------------------------------
Reference is made to the Standstill Agreement (the "Agreement"),
dated February 8, 1996, among Chrysler Corporation, a Delaware corporation
("Chrysler"), Xxxx Xxxxxxxxx and Tracinda Corporation, a Nevada corporation
("Tracinda"). All capitalized terms used herein without definition shall
have the respective meanings specified therefor in the Agreement.
Chrysler has advised you that it will be registering under the
Securities Act shares of Voting Securities pursuant to Section 9.3 of the
Business Combination Agreement (the "BCA") among Daimler-Benz
Aktiengesellschaft ("Daimler"), Chrysler Corporation and Xxxxxxxxx
Aktiengesellschaft ("Newco AG"). Tracinda has advised Chrysler in writing
that it wishes to exercise its incidental registration rights under section
3(b)(ii) of the Agreement with respect to such registration to permit the
sale or other disposition by Tracinda of Voting Securities owned by it;
provided that you will have the right to adjust the number of shares
covered by such registration so that you own no less than 4.9% of the
Voting Securities of Newco AG after the business combination of Chrysler
and Daimler. In addition, the closing of Chrysler's sale pursuant to the
foregoing registration (and any sale by you pursuant to such registration)
would close after the number of shares exchanged in the Exchange Offer
under the BCA is finally determined and prior to the consummation of such
Exchange Offer and the Chrysler Merger. Any such sales or dispositions by
Tracinda will be permitted by the Affiliates Agreement, dated May 7, 1998,
among Tracinda, Chrysler, Daimler and Newco AG.
Having consulted with the investment banking firm that it expects
to use to as the lead managing underwriter of the offering it contemplates,
Chrysler hereby advises Xx. Xxxxxxxxx and Tracinda that it will not
exercise its right under such section 3(b) to limit the number of shares
offered by Tracinda.
Chrysler will revert to you with additional details about such
registration in due course.
Very truly yours,
CHRYSLER CORPORATION
By /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
