EXHIBIT 14
[Penske Corporation Letterhead]
September 14, 2006
Mitsui & Co., Ltd. Mitsui & Co. (U.S.A.), Inc.
First Motor Vehicles Div. Detroit Office
0-0, Xxxxxxxxx 0-xxxxx, Xxxxxxx-xx 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxx Xxxxxxxxxx, XX 00000
Attn: General Manager of First Motor Attn: Detroit Machinery
Vehicles Div. Department
Gentlemen:
Reference is made to the Purchase Agreements dated as of today among Mitsui &
Co., Ltd., Mitsui & Co. (U.S.A.), Inc., Penske Corporation ("Penske") and the
individuals and limited liability companies set forth on Exhibit 1 of this
letter (each, an "Agreement", collectively, the "Agreements").
This letter is to confirm to each of you that it is in the best interests of
Penske Corporation to close the transactions contemplated by the Other Purchase
Agreements simultaneously with the closing of the transactions contemplated by
the Agreements. Penske is familiar with Penske Associates, LLC, a Delaware
limited liability company ("Associates"). In consideration of the foregoing and
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Penske hereby represents and warrants to the Purchasers as
of the date hereof and as of the Closing Date as follows:
(A) Associates is a limited liability company, and Penske is a
corporation, each duly organized, validly existing and in good
standing under the Laws of the state of Delaware and in any other
state or jurisdiction in which it is licensed to do business and each
has all requisite power and authority to carry on its business as now
conducted and has all power and authority to enter into this
Agreement.
(B) The execution and delivery of this letter agreement has been duly
authorized by all requisite corporate action on the part of Penske,
and this letter agreement constitutes a legal, valid and binding
obligation of Penske, enforceable against Penske, in accordance with
its terms.
(C) The execution, delivery and performance by Penske of this letter
agreement and the consummation by Penske of the transactions
contemplated thereby will not (a) violate any provision of applicable
Laws or any ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body applicable to
Penske, or any of its properties or assets, or (b) violate the
organizational documents or the bylaws of Penske.
(D) The Securities and, to the best knowledge of Penske after all
necessary diligence (including, without limitation, all necessary
inquiries of Associates and of Penske Capital Partners, L.L.C.), each
Seller's membership interest in Associates (and, in the case of Xxxxx
Xxxxxx, his membership interest in Penske Capital Partners, L.L.C.),
are free and clear of any and all Liens, encumbrances, options and
claims, and upon delivery of and payment for the Securities at the
Closing, the Purchasers will acquire good and valid title to all of
the Securities, free and clear of any and all Liens, encumbrances,
options and claims.
The representations and warranties made by Penske in this letter agreement shall
survive without limitation.
All capitalized terms set forth in this letter agreement shall have the meanings
set forth in the Agreements.
Very truly yours,
Penske Corporation
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------
Title: President
Accepted:
Mitsui & Co., Ltd.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
Title: General Manager of
1st Motor Vehicles Division
Mitsui & Co. (U.S.A.), Inc.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx
Title: Senior Vice President and
General Manager
Machinery Division
Exhibit 1
Xxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxx
Xxxxxx Xxxxxxxx
X. X. Xxxxxx & Company, LLC
EEW Legacy LLC
JCW Legacy LLC
BCW Legacy LLC
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx, Xx.
X. Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxx
Xxxxxxx Xxxxxx
Xxxx Xxx Xxxxxxxxx
Xxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
