EXHIBIT 23
February 28, 2001
Mitsui & Co., Ltd.
First Motor Vehicles Div.
0-0, Xxxxxxxxx 0-Xxxxx, Xxxxxxx-xx
Xxxxx, Xxxxx 100-0004
Mitsui & Co. (U.S.A.), Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Ladies and Gentlemen:
Reference is made to the Purchase Agreement, dated as of January 31,
2001 (the "Purchase Agreement"), by and between Mitsui & Co., Ltd. ("Mitsui
Japan") and United Auto Group, Inc. ("UAG") pursuant to which, among other
things, Mitsui and Mitsui & Co., (U.S.A.), Inc. (together "Mitsui") will
acquire 1,302,326 shares of Voting Common Stock of UAG (the "Shares") on
the Closing Date. Capitalized terms used in this letter (the "Letter
Agreement") but not defined herein have the meanings ascribed to them in
the Purchase Agreement. In order to induce Mitsui to purchase the Shares,
Penske Corporation ("Penske") hereby agrees as follows:
1. By this Letter Agreement, Mitsui and UAG agree to amend the third
line of the preamble to the Purchase Agreement to read as follows: "and
Mitsui & Co., Ltd., a Japanese Company, and Mitsui & Co., (U.S.A.), Inc., a
New York corporation (the "Purchaser"),"
2. Prior to the second anniversary of the Closing Date, Penske shall
not make any direct or indirect sale or transfer of any Voting Common Stock
of UAG owned by it or Penske Automotive Holdings Corp. in a private
transaction (a "Private Sale") unless, prior to making such Private Sale,
Penske gives to Mitsui a written notice (the "Penske Tag-Along Notice") of
the proposed Private Sale and its terms and conditions and offers to Mitsui
the opportunity to participate in such sale in accordance with this Section
2. Within ten Business Days (as defined in the Amended and Restated
Stockholders Agreement, dated as of February 28, 2001, by and among AIF II,
L.P., Aeneas Venture Corporation, International Motor Cars Group I, L.L.C.,
International Motor Cars Group II, L.L.C., Mitsui & Co., Ltd. and UAG ) of
the date of Penske's Tag-Along Notice, Mitsui shall notify Penske if it
elects to participate in such Private Sale. If Mitsui fails to notify
Penske within such ten Business Day period, it shall be deemed to have
waived its right to participate in such Private Sale. If Mitsui notifies
Penske that Mitsui wishes to participate in such Private Sale, Mitsui shall
have the right to sell in such Private Sale, a number of Shares equal to
the Voting Common Stock of UAG that the purchaser in such Private Sale
actually proposes to purchase multiplied by a fraction, the numerator of
which shall be the number of Shares held by Mitsui at such time and the
denominator of which shall be the aggregate number of shares of Common
Stock held by Mitsui, Penske and/or, Penske Automotive Holdings Corp., as
the case may be at such time, at the same price per share and on the same
terms and conditions as Penske.
3. For so long as Mitsui holds at least 2.5% of the Common Stock of
UAG, (i) Penske will, and will cause Penske Automotive Holdings Corp., and
all its other Affiliates (as defined in Rule 405 under the Securities Act
of 1933, as amended) except International Motor Cars Group I, L.L.C. and
International Motor Cars Group II, L.L.C. (collectively, the "Penske
Affiliates") to vote, all of the voting securities of UAG beneficially
owned (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) by it in favor of the person to be nominated as a director of UAG
by Mitsui and take all other reasonable action to cause such person to be
elected as one of the directors of UAG, and (ii) Mitsui will, and will
cause its Affiliates (as defined in Rule 405 under the Securities Act of
1933, as amended) to vote, all of the voting securities of UAG beneficially
owned (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) by it in favor of the persons to be nominated as directors of UAG
by the Penske Affiliates and take all other reasonable action to cause such
persons to be elected as directors of UAG. If Mitsui elects not to
designate a person for the position of director of UAG, UAG will permit the
observer designated by Mitsui to participate in all meetings of the board
of directors of UAG. In addition, for so long as Mitsui holds at least 2.5%
of the Common Stock of UAG, UAG will appoint to a senior executive position
of UAG the nominee selected by Mitsui and any replacement of such person
designated by Mitsui from time to time, provided that, after the date
hereof, the parties shall negotiate in good faith appropriate compensation
arrangements for such person.
4. If, after the date hereof, Mitsui acquires additional Voting Common
Stock of UAG such that following such purchase Mitsui will hold, in the
aggregate 5% or more, on a fully diluted basis, of the common equity of
UAG, UAG will enter into an amendment of the Registration Rights Agreement,
dated as of February 28, 2001, by and between UAG and Mitsui, pursuant to
which Mitsui's incidental registration rights to include Voting Common
Stock of UAG in a registered offering of Common Stock of UAG under the
Securities Act of 1933, as amended, will be subject to reduction on a pro
rata basis with Penske and Penske Automotive Holdings Corp. in the event of
a limitation on the number of shares to be included in such offering.
5. This Letter Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of New York without giving
effect to the conflicts of law principles thereof which might result in the
application of the laws of any other jurisdiction. Each party to this
Letter Agreement, (i) irrevocably submits to the jurisdiction of the courts
of the State of New York and the Federal courts of the United States of
America located in the State of New York solely in respect of the
interpretation and enforcement of the provisions of this Letter Agreement,
and in respect of the transaction contemplated hereby, and (ii) agrees that
service of any process, summons or notice by international courier shall be
effective service of process for any action or proceeding brought against
it in any such court.
6. This Letter Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument. All signatures need not appear on
any one counterpart.
7. This Letter Agreement will be binding upon and inure to the benefit
of the parties hereto and their successors and permitted assigns.
[The remainder of this page was left intentionally blank]
Please acknowledge the foregoing agreement by signing the enclosed
original of this Letter Agreement and returning the original to the
undersigned.
Very truly yours,
PENSKE CORPORATION
By:
---------------------------
Name:
Title:
UNITED AUTO GROUP, INC.
By:
---------------------------
Name:
Title:
Agreed to by:
MITSUI & CO., LTD.
By:
---------------------------
Name:
Title:
MITSUI & CO. (U.S.A.), INC.
By:
---------------------------
Name:
Title:
