EXHIBIT 99.34
PENSKE CORPORATION
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
PERSONAL AND CONFIDENTIAL
April 4, 2003
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Partners (BHCA), L.P.
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Dear ▇▇. ▇▇▇▇▇▇▇:
Reference is made to the Purchase Agreement (the "Mitsui Purchase
Agreement"), dated as of the date hereof, between Seller, Mitsui & Co.,
Ltd. ("Mitsui Japan") and Mitsui & Co. (U.S.A.), Inc. (together with Mitsui
Japan, "Mitsui"). Capitalized terms used herein but not defined herein have
the meanings ascribed thereto in the Mitsui Purchase Agreement.
The parties to this letter agreement hereby agree as follows:
1. Withdrawal from IMCG II. Penske Capital and JPMP hereby acknowledge
and agree that, immediately following the Closing, Seller will be deemed to
have withdrawn from International Motor Cars Group, II L.L.C. ("IMCG II")
in accordance with Section 10.1 of the Amended and Restated Limited
Liability Company Agreement of IMCG II ("IMCG II LLC Agreement").
2. Seller Release. Each of Penske Automotive Holdings Corp., Penske
Capital Partners, L.L.C., Penske Corporation and IMCG II (the "Purchaser
Affiliated Releasors") does from and after the Closing hereby release
forever and discharge Seller, each of Seller's affiliates and each of their
respective directors, officers, employees, agents, brokers, trustees or
advisors (collectively, the "Seller Releasees"), of and from any and all
claims, demands, causes of action, damages or liabilities of any kind or
nature whatsoever ("Claims") that relate to or arise out of any dealings,
relationships or transactions by and between such Purchaser Affiliated
Releasor, on the one hand, and any Seller Releasee, on the other hand,
insofar as such relates to IMCG II, the Common Stock, the Shares, the
Stockholders Agreement dated February 22, 2002 among IMCG II, Seller, the
Company and the other parties thereto (the "Stockholders Agreement") and
the IMCG II LLC Agreement, in law or equity, which against any Seller
Releasee such Purchaser Affiliated Releasor, has ever had, now has or which
it hereafter can, shall or may have, whether or not now known, from the
beginning of the world to the Closing Date.
3. Purchasers Release. Seller does from and after the Closing hereby
release forever and discharge each of Penske Automotive Holdings Corp.,
Penske Corporation, Penske Capital Partners, L.L.C. and IMCG II and each of
their respective directors, officers, employees, agents, brokers, trustees
or advisors (collectively, the "Purchaser Affiliated Releasees") of and
from any and all Claims that relate to or arise out of any dealings,
relationships or transactions by and between Seller, on the one hand, and
any Purchaser Affiliated Releasee, on the other hand, insofar as such
relates to IMCG II, the Common Stock, the Shares, the Stockholders
Agreement and the IMCG II LLC Agreement, in law or equity, which against
any Purchaser Affiliated Releasee Seller has ever had, now has or which it
hereafter can, shall or may have, whether or not now known, from the
beginning of the world to the Closing Date.
4. Waiver. Penske hereby agrees to waive and does waive any and all
rights it may have under or related to Section 4.1 of the Stockholders'
Agreement with respect to the transactions contemplated by the Mitsui
Agreement.
5. Third Party Beneficiaries. This Agreement does not, and is not
intended to confer upon any person other than the parties hereto any rights
or remedies hereunder except for the Purchasers who are express third-party
beneficiaries with respect to the waiver contained in Section 4 herein.
6. Governing Law. 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 fullest extent permitted by law) to the
conflicts of law principles thereof which might result in the application
of the laws of any other jurisdiction.
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Very truly yours,
PENSKE AUTOMOTIVE HOLDINGS CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
PENSKE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: President
PENSKE CAPITAL PARTNERS, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
INTERNATIONAL MOTOR CARS GOUP II, L.L.C.
By: Penske Capital Partners, L.L.C.,
as Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Agreed to and accepted as of the
date first written above:
▇.▇. ▇▇▇▇▇▇ PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P.
its General Partner
By: JPMP Capital Corp.,
Its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner