EXHIBIT 16
[MITSUI LETTERHEAD]
September 14, 2006
Penske Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx 00000-0954
Attention: General Counsel
RE: Purchase Agreement, dated February 16, 2004, among Mitsui & Co., Ltd.
("Mitsui Japan"), Mitsui & Co. (U.S.A.), Inc. ("Mitsui USA"),
International Motor Cars Group I, L.L.C., International Motor Cars
Group II, L.L.C., Penske Corporation ("Penske"), Penske Automotive
Holdings Corp. and United Auto Group, Inc. (the "Company") (the
"Agreement"); capitalized terms used without definition have the
meanings specified in the Agreement.
Ladies and Gentlemen:
Mitsui Japan and Mitsui USA (together, the "Purchasers") are considering
the purchase of shares of common stock of the Company from a number of
individual sellers, all of which are members of Penske Associates, LLC, pursuant
to a number of purchase agreements and the execution, delivery and performance
of such purchase agreements and all required actions contemplated thereby (the
"Proposed Transaction").
In that connection, as a courtesy, we advise you that after the delivery of
the purchase agreements referenced above and the closings thereunder the
Purchasers will have Beneficial Ownership of the Common Stock to be acquired in
the Proposed Transaction and will exercise the rights associated with such
Beneficial Ownership of Common Stock under the Agreement, and specifically
Article VI thereof.
We are appreciative of the important relationship between the Purchasers
and Penske.
Please confirm your agreement with the foregoing by causing this letter to
be signed by an authorized officer and faxed to our counsel, Xxxxxxxxx &
Xxxxxxxx LLP, attention: Xxxxxx Xxxx, at 000-000-0000, at your earliest
convenience.
Thank you for your prompt attention to this matter.
Very truly yours,
MITSUI & CO., LTD.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: General Manager
1st Motor Vehicles Division
MITSUI & CO. (U.S.A.), INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President and
General Manager
Machinery Division
We hereby confirm our agreement with the foregoing as described above. Signed
this 14th day of September, 2006.
PENSKE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
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We hereby also confirm our agreement with the foregoing as described above.
INTERNATIONAL MOTOR CARS GROUP I, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member, Penske Capital
Partners, L.L.C.
INTERNATIONAL MOTOR CARS GROUP II, L.L.C.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member, Penske Capital
Partners, L.L.C.
PENSKE AUTOMOTIVE HOLDINGS CORP.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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