SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Penske Automotive Group, Inc. • July 28th, 2016 • Retail-auto dealers & gasoline stations • Delaware
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 27th day of July, 2016, 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”), PTL GP, LLC, a Delaware limited liability company (formerly known as LJ VP, LLC) with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTL GP”), 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 LLC, a Delaware limited liability company (formerly known as GE Capital Truck Leasing Holding Corp.) with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below, “GE Truck Leasing Holdco”), General Electric Credit Corporation of Tennessee, a
AGREEMENT OF PURCHASE AND SALE dated as of July 27, 2016 by and among GE CAPITAL TRUCK LEASING HOLDING LLC, and LOGISTICS HOLDING LLC, as Sellers, and PENSKE AUTOMOTIVE GROUP, INC., as Purchaser AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • July 28th, 2016 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
This Agreement of Purchase and Sale, dated as of July 27, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is by and among GE Capital Truck Leasing Holding LLC, a Delaware limited liability company (“GE Capital Truck”), Logistics Holding LLC, a Delaware limited liability company (“GE Logistics” and together with GE Capital Truck, the “Sellers” and each a “Seller”), and Penske Automotive Group, Inc., a Delaware corporation (“Purchaser”). The Sellers and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 28th, 2016 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations
This FIRST AMENDMENT, dated as of July 27, 2016 (this “Amendment”), is to the Fifth Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of May 1, 2015 among PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Company”), various financial institutions party thereto (the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as 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 (including as amended hereby).
COOPERATION AGREEMENT by and among PENSKE TRUCK LEASING CO., L.P., a Delaware limited partnership, PENSKE TRUCK LEASING CORPORATION, a Delaware corporation, PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation, PTL GP, LLC, a Delaware limited...Cooperation Agreement • July 28th, 2016 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS COOPERATION AGREEMENT (this “Agreement”), dated as of July 27, 2016, is among PENSKE TRUCK LEASING CO., L.P., a Delaware limited partnership (the “Partnership”), PENSKE TRUCK LEASING CORPORATION, a Delaware corporation (“PTLC”), PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (“PAG”), PTL GP, LLC, a Delaware limited liability company (the “General Partner”, and together with PTLC, the “Penske Group”), GE CAPITAL TRUCK LEASING HOLDING LLC, a Delaware limited liability company (“GE Truck Leasing”), GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Delaware corporation (“GECC of Tennessee”), LOGISTICS HOLDING LLC, a Delaware limited liability company (“Logistics”; and together with GE Truck Leasing, the “Sellers”), and MBK USA COMMERCIAL VEHICLES INC., a Delaware corporation (the “Mitsui Partner”).
