Common use of Certain Changes of Control Clause in Contracts

Certain Changes of Control. (a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) (each of (i) and (ii), a “Penske Change of Control”), then each Significant Limited Partner shall have the right, but not the obligation (which right shall expire ninety (90) days after the date on which PTLC gives the notice referred to in the following sentence, to deliver an IPO Notice under Subsection 10.3(a). PTLC shall give prompt written notice to the other Partners of the occurrence of a Penske Change of Control.

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Partners or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Partners shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under purchase pro rata (determined by reference to the relative Percentage Interests then held by each them) from such holders and any of the members of the PAG Consolidated Group then holding Partnership Interests, one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date the GE Partners shall advise PTLC, PAG and the Mitsui Partners of the GE Partners’ or its nominee(s)’s decision to acquire one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(e) herein plus any additional amount payable pursuant to the provisions of Subsection 9.3(i). PTLC shall give prompt written notice to the other GE Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a).

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP LJ VP and Holdings from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Partners or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Partners shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a), to deliver an IPO Notice under purchase from such holders and any of the members of the PAG Consolidated Group then holding Partnership Interests, one-hundred percent (100%) of their respective Partnership Interests and one-hundred percent (100%) of their respective Member Interests at a purchase price, payable in cash, to be determined as of the date the GE Partners shall advise PTLC and PAG of the GE Partners’ or its nominee(s)’s decision to acquire one-hundred percent (100%) of the Partnership Interests and one-hundred percent (100%) of the Member Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(c) herein plus any additional amount payable pursuant to the provisions of Subsection 9.3(i). PTLC shall give prompt written notice to the other GE Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a).

Certain Changes of Control. (a) If In the event that (i) Penske Corporation, at any time and for any reason, either (A) ceases shall have ceased to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases shall have ceased to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases shall have ceased to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, member or members on an aggregate basis, then holding Partnership Member Interests (excluding PTL GP the Company and Holdings Company Sub from the PTLC Consolidated Group for this determination) ), then from and after the occurrence of any of the events specified in clauses (each of i)(A), (ii)(B) and (ii)) above, a “Penske Change of Control”), then each Significant Limited Partner the GE Members or any nominee(s) thereof shall have the right, but not the obligation (which right shall expire ninety one hundred eighty (90180) days after from the date on which PTLC gives the GE Representative Member shall have received the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under purchase from such holders and any of the members of the PAG Consolidated Group then holding Member Interests, one hundred percent (100%) of their respective Member Interests and 100% of their respective Partnership Interests at a purchase price, payable in cash, to be determined as of the date the GE Representative Member shall advise PTLC and PAG of its or its nominee(s)’s decision to acquire one hundred percent (100%) of the Member Interests and one hundred percent (100%) of the Partnership Interests held by the PTLC Consolidated Group and the PAG Consolidated Group pursuant to this Subsection 10.3(a)9.4(a) by means of the appraisal procedure set forth in Subsection 9.4(c) of the Partnership Agreement. PTLC shall give prompt written notice to the other Partners GE Representative Member of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a).

Certain Changes of Control. (a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own, directly or indirectly, at least fifty-one percent (51%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Exchange Act, Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, is unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the Exchange Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other Persons persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) ceases to own, directly or indirectly, at least twenty-five percent (25%) of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%) of the outstanding common stock or other voting securities of the PTLC Consolidated Group member, or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings from the PTLC Consolidated Group for this determination) (each of (i) and (ii), a “Penske Change of Control”), then each Significant Limited Partner shall have the right, but not the obligation (which right shall expire ninety (90) days after the date on which PTLC gives the notice referred to in the following sentencelast sentence of this Subsection 9.4(a)), to deliver an IPO Notice under Subsection 10.3(a10.4(a). PTLC shall give prompt written notice to the other Partners of the occurrence of a Penske Change any of Controlthe events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.4(a).