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Exhibit (b)
General Electric Capital Corporation
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
January 15, 2001
Penske Truck Leasing Co., L.P.
Sun Acquisition Corporation
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxx, Senior Vice President-Finance
Re: Agreement and Plan of Merger by and among
Penske Truck Leasing Co., L.P., Sun Acquisition
Corporation, and Xxxxxxx Truck Leasing Corp.
Gentlemen:
This letter evidences the irrevocable commitment of General Electric
Capital Corporation to make available to you sufficient funds to allow you (i)
to purchase all of the shares of the Common Stock of Xxxxxxx Truck Leasing
Corp. ("Xxxxxxx") outstanding at the price of U.S. $13.00 per share, (ii) to
retire all outstanding indebtedness of Xxxxxxx and its Subsidiaries required to
be retired in order to consummate the Offer and/or the Merger, and (iii) to
terminate the outstanding stock options of Xxxxxxx in accordance with the
provisions set forth in Section 4.5 of the referenced Agreement and Plan of
Merger. Capitalized terms used above have the meanings given them in such
Agreement and Plan of Merger.
Very truly yours,
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Xxxx X.X. Xxxxx
Title Vice President,
Business Development
