EXHIBIT 17
[MITSUI LETTERHEAD]
September 14, 2006
Penske Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx 00000-0954
Attention: General Counsel
RE: Stockholders Agreement, dated March 26, 2004, among International
Motor Cars Group I, L.L.C., International Motor Cars Group II,
L.L.C., Mitsui & Co., Ltd. ("Mitsui Japan"), Mitsui & Co. (U.S.A.),
Inc. ("Mitsui USA"), Penske Corporation ("Penske") and Penske
Automotive Holdings Corp. (the "Agreement"); capitalized terms used
without definition have the meanings specified in the Agreement.
Ladies and Gentlemen:
Mitsui Japan and Mitsui USA (together, "Mitsui") are considering the
purchase of shares of common stock of United Auto Group, Inc. (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 the securities to be
purchased by Mitsui in the Proposed Transaction will be Common Stock
Beneficially Owned by them for purposes of the Agreement, including without
limitation under Article II and Article III thereof.
We are appreciative of the important relationship between Mitsui 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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