EXHIBIT 15
[MITSUI LETTERHEAD]
September 14, 2006
Penske Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx
Xxxxxxxx 00000-0954
Attention: General Counsel
RE: Acknowledgement with regard to the proposed Purchase Agreements, dated
as of September 14, 2006, among Mitsui & Co., Ltd. ("Mitsui Japan"),
Mitsui & Co. (U.S.A.), Inc. ("Mitsui USA"), the sellers identified on
Exhibit A, Penske Corporation (the "Paying Agent") (each, a "Purchase
Agreement", and together, the "Purchase Agreements"); capitalized
terms used without definition have the meanings specified in each of
the applicable Purchase Agreements.
Ladies and Gentlemen:
Reference is made to the Purchase Agreements referenced above.
Please be notified that Mitsui Japan has appointed Mitsui USA as its agent,
and Mitsui USA has accepted such appointment, to pay the Mitsui Japan Purchase
Price to the Paying Agent pursuant to Sections 1.4 and 1.5(c) of each of the
Purchase Agreements.
In that connection, we ask you in your capacity as the Paying Agent to
acknowledge and confirm that the obligations of the Purchasers to pay the
Purchase Price under Sections 1.4, 1.5(c) and 1.5(d) of each Purchase Agreement
will be satisfied by delivery at the Closing by Mitsui USA to the Paying Agent
(i) of the Mitsui USA Purchase Price under such Purchase Agreement (on its own
behalf and for its own account) and (ii) of the Mitsui Japan Purchase Price
under such Purchase Agreement (on behalf of, and for the account of, Mitsui
Japan).
Please provide us with your acknowledgement and confirmation of the
foregoing by countersigning this letter and faxing it to our counsel, Debevoise
& 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, as Paying Agent
By: /s/ X. Xxxxxxx Xxxxxx
------------------------------------
Name: X. Xxxxxxx Xxxxxx
Title: Executive Vice President and CFO
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EXHIBIT A
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
3
