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STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of May 7, 1998, among
Daimler-Benz Aktiengesellschaft, an Aktiengesellschaft organized and existing
under the laws of the Federal Republic of Germany ("Daimler"), Chrysler
Corporation, a Delaware corporation ("Chrysler"), Tracinda Corporation, a Nevada
corporation ("Tracinda"), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (together with Tracinda, the
"Stockholder").
WHEREAS, Chrysler, Daimler and ▇▇▇▇▇▇▇▇▇ Aktiengesesllschaft, an
Aktiengesellschaft organized and existing under the laws of the Federal Republic
of Germany ("Newco"), are entering into a Business Combination Agreement
pursuant to which, among other things, following receipt of the requisite
approval of the Daimler and Chrysler stockholders and satisfaction of certain
other conditions (i) Newco will exchange one Newco Ordinary Share (or one Newco
American Depositary Share) for each outstanding Daimler Ordinary Share (or
Daimler American Depositary Share) tendered pursuant to an Exchange Offer being
made to all holders of Daimler Ordinary Shares (and Daimler American Depositary
Shares) by Newco (the "Exchange Offer"), (ii) simultaneously with the closing of
the Exchange Offer Newco will acquire Chrysler in a merger transaction and the
Chrysler stockholders will receive Newco American Depositary Shares in exchange
for their shares of common stock, par value $1.00 per share, of Chrysler (the
"Chrysler Common Stock"), and (iii) following the Exchange Offer, Daimler will
merge into Newco and each remaining outstanding Daimler Ordinary Share and
Daimler American Depositary Share will be converted into a Newco Ordinary Share
or Newco American Depositary Share, as the case may be;
WHEREAS, as a condition to the willingness of Daimler to enter into the
Business Combination Agreement, and as an inducement to it to do so, the
Stockholder has agreed for the benefit of Daimler as set forth in this
Agreement;
WHEREAS, the transactions contemplated by the Business Combination
Agreement are subject to certain conditions, including the approval and adoption
of the Business Combination Agreement by the holders of a majority of all of the
outstanding shares of Chrysler Common Stock;
WHEREAS, the Stockholder is, as of the date hereof, the beneficial owner
of the number of shares of Chrysler Common Stock set forth opposite the
Stockholder's name on Schedule A hereto.
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NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE I
COVENANTS OF THE STOCKHOLDER
Section 1.1 Agreement to Vote. At the meeting of the stockholders of
Chrysler and at any subsequent stockholder meeting called in connection with the
Business Combination Agreement and the transactions contemplated thereby,
however called, or in connection with any written consent of the stockholders of
Chrysler given with respect to the transactions contemplated by the Business
Combination Agreement, the Stockholder shall vote all of the shares of Chrysler
Common Stock beneficially owned by such Stockholder in favor of the Business
Combination Agreement and each of the transactions contemplated thereby and any
actions required in furtherance hereof and thereof, in each case as recommended
by Chrysler's Board of Directors so long as the Business Combination Agreement
is not amended in a manner that would adversely affect the form or amount of the
merger consideration or otherwise adversely affect the Stockholder.
Notwithstanding the foregoing, the Stockholder shall remain free to vote the
shares of Chrysler Common Stock with respect to any matter not covered by the
preceding sentence in any manner it deems appropriate, subject in all cases to
its existing contractual arrangements with Chrysler. Prior to the date on which
the Business Combination Agreement is terminated in accordance with its terms
or, if earlier, the date the transactions contemplated by the Business
Combination Agreement are consummated, the Stockholder agrees not to enter,
directly or indirectly, into any agreement, arrangement or understanding with
any person to vote, grant any proxy or give instructions with respect to the
voting of the shares of Chrysler Common Stock in any manner inconsistent with
the first sentence of this Section 1.1.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER
The Stockholder represents and warrants to Daimler that:
Section 2.1 Ownership. Such Stockholder is, as of the date hereof,
the beneficial owner of the number of shares of Chrysler Common Stock set forth
opposite such Stockholder's name on Schedule A hereto; such Stockholder has the
sole right to vote such shares of Chrysler Common Stock; and there are no
restrictions on the right of disposition by the Stockholder of, or other
encumbrances pertaining to, such shares of Chrysler Common Stock, other than as
provided in the Standstill Agreement or as provided in the First Amended and
Restated Credit Agreement dated October 30, 1996, with Bank of America, National
Trust and Savings Association, as Agent (the "Credit Agreement"). None of such
shares of Chrysler Common Stock beneficially owned by the Stockholder are
subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting or disposition of such Stockholder's shares of Chrysler
Common Stock, other than the Standstill Agreement and the Credit Agreement.
Section 2.2 Authority and Non-Contravention. Such Stockholder has
all requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation by such Stockholder of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of such Stockholder. Such actions by such
Stockholder (a) require no action by or in respect of, or filing with, any
governmental entity with respect to such Stockholder, other than required
filings under the Securities Exchange Act of 1934, if any, and (b) do not and
will not violate or contravene any provision of applicable law or any
regulation, judgment, injunction, order or decree binding on such Stockholder or
result in the imposition of any encumbrance on any asset of such Stockholder
(other than as provided in this Agreement with respect to such shares of
Chrysler Common Stock or as provided in the Credit Agreement).
Section 2.3 Binding Effect. This Agreement has been duly and validly
executed and delivered by the Stockholder and is a valid and binding agreement
of the Stockholder in accordance with its terms.
Section 2.4 Total Shares. The shares of Chrysler Common Stock set
forth opposite the Stockholder's name on Schedule A hereto are the only shares
of capital stock of Chrysler beneficially owned, as of the date hereof, by the
Stockholder.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF DAIMLER
Daimler represents and warrants to the Stockholder that:
Section 3.1 Corporate Power and Authority. Daimler has the requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by Daimler of
this Agreement and the consummation by Daimler of the transactions contemplated
hereby have been duly authorized by the Management Board (Vorstand) of Daimler.
Section 3.2 Binding Effect. This Agreement has been duly and validly
executed and delivered by Daimler and is a valid and binding agreement of
Daimler, enforceable against Daimler in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such costs or expenses.
Section 4.2 Amendments. This Agreement may not be modified, amended,
altered or supplemented, except pursuant to a written agreement executed by each
of the parties hereto.
Section 4.3 Entire Agreement. This Agreement, the Standstill
Agreement and the other agreements executed and delivered by any of the parties
hereto and the Stockholder in connection herewith constitute the entire
agreement between the Stockholder and such other parties with respect to the
subject matter hereof and supersede all other prior agreements and
understandings, both written and oral, between the Stockholder and such other
parties with respect to the subject matter hereof.
Section 4.4 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deem given if delivered
personally, telecopied (if telecopy confirmation is received) or sent by
overnight courier (if proof of delivery is provided) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
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If to the Stockholder:
Tracinda Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Secretary
If to Daimler:
▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Facsimile: 011-49-711-17-94452
Attention: ▇▇. ▇▇▇▇▇▇▇▇▇ Schwung,
Associate General Counsel
If to Chrysler:
Chrysler Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attention: General Counsel
Section 4.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law thereof.
Section 4.6 Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid but if any provision or portion of any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability will not affect any other
provision or portion of any provision, and this Agreement will be reformed,
construed and enforced as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein. The parties shall
endeavor in good faith negotiations to replace any invalid, illegal or
unenforceable provision with a valid provision the effects of which come as
close as possible to those of such invalid, illegal or unenforceable provision.
Section 4.7 Consent to Jurisdiction. Each of the parties hereto (a)
consents to submit itself to the personal jurisdiction of any federal court
located in the State of Delaware or any Delaware state court in the event any
dispute arises out of or relates to this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will
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not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, including, without limitation, a motion
to dismiss on the grounds of forum non conveniens, (c) agrees that it will not
bring any action arising out of or relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than a federal
court sitting in the State of Delaware or a Delaware state court, and (d) agrees
to waive any right to a trial by jury with respect to any claim, counterclaim or
action arising out of or in connection with this Agreement or the transactions
contemplated hereby.
Section 4.8 Enforcement. The parties hereto agree that money damages
or other remedy at law would not be a sufficient or adequate remedy for any
breach or violation of, or default under, this Agreement by them and that in
addition to all other remedies available to them, each of them shall be entitled
to the fullest extent permitted by law to an injunction restraining such breach,
violation or default or threatened breach, violation or default and to any other
equitable relief, including, without limitation, specific performance, without
bond or other security being required.
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IN WITNESS WHEREOF, Daimler, Chrysler, Tracinda and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
have caused this Agreement to be duly executed as of the day and year first
above written.
DAIMLER-BENZ AKTIENGESELLSCHAFT
By:_____________________________________
Name:
Title:
By: _____________________________________
Name:
Title:
CHRYSLER CORPORATION
By: _____________________________________
Name:
Title:
TRACINDA CORPORATION
By: ______________________________________
Name:
Title:
______________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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SCHEDULE A
Name Number of Shares Beneficially Owned
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Tracinda Corporation
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