PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 2nd, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of this 26th day of June, 2008 by and among General Electric Credit Corporation of Tennessee (“GECCT”), Logistics Holding Corp. (“Logistics”), RTLC Acquisition Corp. (“RTLC”), NTFC Capital Corporation (“NTFC”), Penske Truck Leasing Corporation (“PTLC”), PTLC Holdings Co., LLC (“Holdings”), PTLC2 Holdings Co., LLC (“Holdings 2”), Penske Automotive Group, Inc. (“PAG”) and Penske Truck Leasing Co., L.P. (the “Partnership”). GECCT, Logistics, RTLC and NTFC are sometimes hereinafter referred to collectively as the “GE Partners” and each individually as a “GE Partner.” PTLC, Holdings, Holdings 2 and PAG are sometimes hereinafter referred to collectively as the “Penske Partners” and each individually as a “Penske Partner.”
RIGHTS AGREEMENTRights Agreement • July 2nd, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Michigan
This RIGHTS AGREEMENT (the “Agreement”) dated as of June 26, 2008 is by and between Penske Automotive Group, Inc., a Delaware corporation (“PAG”) and PTLC Holdings Co., LLC, a Delaware limited liability company (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company (“PTLC2-LLC”) and Penske Truck Leasing Corporation, a Delaware corporation (“PTLC” and, together with PTLC-LLC and PTLC2-LLC, the “Penske Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement.
FIFTH AMENDMENTSecurity Agreement • July 2nd, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS FIFTH AMENDMENT, dated as of June 26, 2008 (this “Amendment”), is to the Second Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of September 8, 2004 among PENSKE AUTOMOTIVE GROUP, INC. (formerly known as United Auto Group, Inc.; the “Company”), various financial institutions (the “Lenders”) and DCFS USA LLC, as successor agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.
AMENDMENT NO. 11 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Penske Automotive Group, Inc. • July 2nd, 2008 • Retail-auto dealers & gasoline stations
This is Amendment No. 11 (this “Amendment”), dated as of June 26, 2008 and effective as of the Partnership’s close of business on June 28, 2008, to the Amended and Restated Agreement of Limited Partnership, dated as of August 10, 1988, as amended by Amendment Nos. 1 through 10 thereto (together, the “Agreement”), of Penske Truck Leasing Co., L.P., a Delaware limited partnership (the “Partnership”), made by and among Penske Truck Leasing Corporation, as the general partner (“PTLC”), and General Electric Credit Corporation of Tennessee (“GE Tennessee”), PTLC Holdings Co., LLC (“PTLC-LLC”), PTLC2 Holdings Co., LLC (“PTLC2”), Penske Automotive Group, Inc. (“PAG”), Logistics Holding Corp. (“Holdco”), RTLC Acquisition Corp. (“RTLC-AC”) and NTFC Capital Corporation (“NTFC”), as limited partners.
FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Venture Agreement • July 2nd, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 26th day of July, 2008, and effective as of the 28th day of June, 2008, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at Route 10, Green Hills, Reading, Pennsylvania 19603-0563 (“Penske”, or the “General Partner”), as general partner, and General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“GE Tennessee”), PTLC Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300,, Wilmington, Delaware 19801 (“PTLC2-LLC”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (“PAG”), Logistics H
