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AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment (the "Amendment"), dated as of May 7, 1998, is
entered into by and between Chrysler Corporation, a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, a New York corporation
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into an
Rights Agreement, dated as of February 5, 1998 (the "Agreement");
WHEREAS, the Company wishes to amend the Agreement;
WHEREAS, Section 27 of the Agreement provides, among other things,
that prior to the Stock Acquisition Time the Company may, by resolution of its
Board of Directors, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of the Agreement without the approval of any
holders of Rights; and
WHEREAS, the Board of Directors of the Company has approved this
Amendment and the Company has directed the Rights Agent to amend the Agreement
as provided herein;
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Agreement as follows:
1. Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Agreement.
2. Section 1.1(a) of the Agreement is amended to add the following
sentence to the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Daimler-Benz Aktiengesellschaft ("Daimler") nor Oppenheim
Aktiengesellschaft ("Newco") shall be deemed to be an Acquiring Person as
a result of the execution and delivery of and performance of its
obligations under, or consummation of any one or more transactions (each,
a "Permitted Event" and collectively, the "Permitted Events"),
contemplated by (x) the Business Combination Agreement, dated as of May 7,
1998, as the same may be amended from time to time (the "Business
Combination Agreement"), by and among the Company, Daimler and Newco,
pursuant to which a special purpose merger subsidiary will be merged (the
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"Merger") with and into the Company, or (y) the Stockholder Agreement,
dated as of May 7, 1998, among the Company, Daimer, Kirk Kerkorian and
Tracinda Corporation."
2. Section 1.1 (kk) is amended to add the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, the
acquisition of beneficial ownership of Common Stock of the Company
pursuant to the Merger and the consummation of any one or more of the
Permitted Events shall not constitute or result in the occurrence of a
Stock Acquisition Time."
3. Section 3(a) of the Agreement is amended to add the following
sentence at the end of the first sentence thereof immediately prior to the
period:
"; provided, however, that, notwithstanding anything in this
Agreement to the contrary, the acquisition of beneficial ownership of
Common Stock of the Company pursuant to the Merger and the consummation of
any one or more of the Permitted Events shall not constitute or result in
the occurrence of a Distribution Date."
4. Section 7(a) of the Agreement is amended by (a) deleting the word
"or" at the end of clause (iii) thereof, (b) deleting the parenthetical phrase
following clause (iv) thereof, and (c) adding the following clause immediately
following clause (iv) thereof and prior to the parenthetical phrase:
"or (v) the time immediately prior to the Effective Time (as such
term is defined in the Business Combination Agreement), provided,
however, that if the Merger contemplated by the Business Combination
Agreement does not occur and the Business Combination Agreement is
terminated, the Rights will remain exercisable until the earliest of
(i), (ii), (iii) or (iv) above, and no Expiration Date shall be
deemed to have occurred as a result of this clause (v) (the earliest
of (i), (ii), (iii), (iv) and (v) being herein referred to as the
"Expiration Date")"
5. Section 11(a)(ii) of the Agreement is amended to add the
following at the end of the first sentence thereof immediately prior to the
period:
"; provided, however, that, notwithstanding anything in this
Agreement to the contrary, the acquisition of beneficial ownership of
Common Stock of the
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Company pursuant to the Merger and the consummation of any one or more of
the Permitted Events shall not constitute or result in the occurrence of a
Section 11(a)(ii) Event"
6. Section 13(a) of the Agreement is amended to add the following at
the end thereof immediately prior to the period:
"; provided, however, that, notwithstanding anything in this
Agreement to the contrary, the acquisition of beneficial ownership of
Common Stock of the Company pursuant to the Merger and the consummation of
any one or more of the Permitted Events shall not constitute or result in
the occurrence of a Section 13 Event"
7. The term "Agreement" as used in the Agreement shall be deemed to
refer to the Agreement as amended hereby.
8. This Amendment shall be governed by and constructed in accordance
with the laws of the State of Delaware.
9. This Amendment shall be effective as of the date first above
written, and, except as set forth herein, the Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
11. This Amendment may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of this ____ day of May, 1998.
CHRYSLER CORPORATION
By:_________________________________
Name:
Title:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:_________________________________
Name:
Title:
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