Penske Corporation Penske Automotive Holdings Corp. c/o Penske Corporation Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2511 Re: Amendment of PAG Stockholders Agreement Ladies and Gentlemen:
Exhibit 21
October 20, 2017
Penske Corporation
Penske Automotive Holdings Corp.
c/o Penske Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Attention: General Counsel
Telecopy: (000) 000-0000
Re: Amendment of PAG Stockholders Agreement
Ladies and Gentlemen:
Reference is made to the Stockholders Agreement, dated as of July 30, 2013 (the “PAG Stockholders Agreement”), by and among Mitsui & Co., Ltd., a Japanese company (“Mitsui Japan”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui USA”, and together with Mitsui Japan, “Mitsui”), Penske Corporation, a Delaware corporation (“Penske Corporation”) and Penske Automotive Holdings Corp., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).
WHEREAS, in connection with the execution of that Sale and Purchase Agreement, dated as of the date hereof, by and among Mitsui Japan, Mitsui USA and Penske Holdings, Mitsui and Penske desire to amend the PAG Stockholders Agreement in accordance with Section 6.4 therein;
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Tag-Along Rights. Section 3.1(a) of the PAG Stockholders Agreement is hereby amended and restated in its entirety as follows:
Other than one or more Transfers of Restricted Securities not exceeding, in the aggregate, 3,096,404 shares (as such number may be equitably adjusted to reflect stock splits, reverse stock splits, reclassifications and other similar changes to the Company’s capital structure) of Common Stock (each, an “Exempt Sale”), in the event that Penske desires to Transfer any Restricted Securities to a third party (other than with respect to any Restricted Securities, to its Permitted Transferees or Affiliates) at any time prior to the termination of this Agreement in accordance with its terms, Penske shall notify Mitsui in writing of such proposed Transfer and its terms and conditions (the “Tag-Along Notice”); and
2. Notices. Section 6.3 of the PAG Stockholders Agreement is hereby amended to change the notice information for each Mitsui Japan and Mitsui USA as set forth below:
If to Mitsui Japan:
Mitsui & Co., Ltd.
Nippon Life Marunouchi Xxxxxx Xxxxx
0-0, Xxxxxxxxxx 0-xxxxx, Xxxxxxx-xx
Xxxxx, Xxxxx
Attention: General Manager
Second Motor Vehicles Division
Telecopy: x00 0-0000-0000
If to Mitsui USA:
Mitsui & Co. (U.S.A.), Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Deputy Operating Officer
Integrated Transportation Systems Division
Telecopy: (000) 000-0000
With a copy to: (which shall not constitute notice)
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
3. No Other Amendments. Other than as expressly amended by Items 2 and 3 hereof, all other provisions of the PAG Stockholders Agreement shall remain in full force and effect.
4. Governing Law. THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 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.
5. Counterparts; Execution and Delivery. This Letter Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Letter Agreement by email, facsimile or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Letter Agreement. This Letter Agreement shall be effective as of the date hereof.
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Yours very truly, | |
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MITSUI & CO., LTD. | |
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/s/ Xxxxxxx Xxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
General Manager, Second Motor Vehicles Division, Integrated Transportation Systems Business Unit I |
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MITSUI & CO. (U.S.A.), INC. | |
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/s/ Xxxxxxx Xxxxx | |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Senior Vice President |
ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
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PENSKE CORPORATION |
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/s/ J. Xxxxxxx Xxxxxx |
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Name: J. Xxxxxxx Xxxxxx |
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Title: Executive Vice President |
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PENSKE AUTOMOTIVE HOLDINGS CORP. |
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/s/ J. Xxxxxxx Xxxxxx |
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Name: J. Xxxxxxx Xxxxxx |
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Title: Vice President |
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