PAG CO-OBLIGATION FEE, INDEMNITY AND SECURITY AGREEMENTIndemnity and Security Agreement • May 4th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS PAG CO-OBLIGATION FEE, INDEMNITY AND SECURITY AGREEMENT is made this 30th day of April, 2012, by PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (“PAG”), to and in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), for the purpose of inducing GECC to enter into certain transactions for the benefit of PAG, as described more particularly below.
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Penske Automotive Group, Inc. • May 4th, 2012 • Retail-auto dealers & gasoline stations • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 30th day of April, 2012, and effective as of the Effective Time, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTLC”), LJ VP, LLC, a Delaware limited liability company with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “LJ VP”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, “PAG”), GE Capital Truck Leasing Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below, “GE Truck Leasing Holdco”), Logistics Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LJ VP HOLDINGS LLCLimited Liability Company Agreement • May 4th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into this 30th day of April, 2012, and effective as of the Effective Time, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTLC”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, “PAG”), GE Capital Truck Leasing Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below, “GE Truck Leasing Holdco”), Logistics Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below, “GE Logistics Holdco”), and General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 2 Bethesda Metro Center, Suite 600,
SIXTH AMENDMENTSecurity Agreement • May 4th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations
THIS SIXTH AMENDMENT, dated as of April 30, 2012 (this “Amendment”), is to the Third Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of October 30, 2008 among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), various financial institutions (the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC (formerly DCFS USA LLC), as agent for the Lenders (the “Agent”). Reference is also made to that certain Second Amended and Restated Security Agreement (as heretofore amended, the “Security Agreement”) dated as of September 8, 2004, among the Company, certain Subsidiaries of the Company that are parties thereto and the Agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement (including as amended hereby).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 4th, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Restricted Stock Agreement (the “Agreement”) is dated as of and is entered into between Penske Automotive Group, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).
