Penske Automotive Group, Inc. Sample Contracts

Penske Automotive Group, Inc. – FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (July 17th, 2019)

This FOURTH AMENDMENT, dated as of July 12, 2019 (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).

Penske Automotive Group, Inc. – THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (June 27th, 2019)

This THIRD AMENDMENT, dated as of June 24, 2019 (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).

Penske Automotive Group, Inc. – AMENDMENT NUMBER 2018-2 (February 22nd, 2019)

BY THIS AGREEMENT, Penske Automotive Group 401(k) Savings and Retirement Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of December 1, 2018, except as otherwise provided herein:

Penske Automotive Group, Inc. – FOR IMMEDIATE RELEASE (February 7th, 2019)

BLOOMFIELD HILLS, MI, February 7, 2019 – Penske Automotive Group, Inc. (NYSE:PAG), a diversified international transportation services company, today announced record full year and fourth quarter 2018 adjusted results. For the twelve months ended December 31, 2018, total revenue increased 6.5% to $22.8 billion, including a 3.4% increase in same-store retail automotive revenue and a 28.8% increase in same-store retail commercial truck revenue. Income from continuing operations attributable to common shareholders was $470.5 million and related earnings per share was $5.52. As shown in the non-GAAP reconciliation table, adjusted income from continuing operations increased 22.9% to $454.9 million and adjusted earnings per share increased 23.9% to $5.34. Excluding foreign exchange, total revenue increased 4.9% and same-store retail automotive revenue increased 1.6%. Foreign exchange rates positively impacted earnings per share attributable to common shareholders by $0.07.

Penske Automotive Group, Inc. – DATED 16 DECEMBER 2011 (as Parent) (as Company and Original Borrower) (as Original Guarantors) (as Mandated Lead Arranger) (as Original Lenders) (as Agent) (as Security Agent) £150,000,000 REVOLVING FACILITY AGREEMENT AS AMENDED AND RESTATED ON 19 DECEMBER 2014, 2 APRIL 2015 AND (December 17th, 2018)
Penske Automotive Group, Inc. – Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2515 Re: Mitsui-PAG (December 13th, 2018)

WHEREAS, Mitsui & Co., Ltd., a Japanese company (“Mitsui Japan”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui USA”, and together with Mitsui Japan, “Mitsui”), and

Penske Automotive Group, Inc. – SERVICES AGREEMENT (December 13th, 2018)

This Services Agreement (“Agreement”), is entered into as of December 12, 2018 (the “Effective Date”), between Mitsui & Co. (U.S.A.), Inc., a corporation duly organized and existing under the laws of New York, having its principal office at 200 Park Avenue, New York, NY 10166 (“Mitsui”), and Penske Automotive Group, Inc., a corporation duly organized and existing under the laws of Delaware (“Penske”). Mitsui and Penske are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Penske Automotive Group, Inc. – SIXTH SUPPLEMENTAL INDENTURE (October 26th, 2018)

Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 24, 2018, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Penske Automotive Group, Inc. – THIRD SUPPLEMENTAL INDENTURE (October 26th, 2018)

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 24, 2018, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Penske Automotive Group, Inc. – FOR IMMEDIATE RELEASE (October 25th, 2018)

BLOOMFIELD HILLS, MI, October 25, 2018 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company consisting of franchised retail automotive dealerships, stand-alone used vehicle supercenters, heavy and medium duty retail truck dealerships, and distribution of commercial trucks and power systems, today announced record third quarter and record nine months 2018 results. For the three months ended September 30, 2018, income from continuing operations attributable to common shareholders increased 38.0% to $130.1 million, and related earnings per share increased 39.1% to $1.53 when compared to the same period last year. Total revenue increased 2.4% to $5.7 billion, while same-store retail revenue increased 0.2%. Excluding foreign exchange, total revenue increased 2.9%, while same-store retail revenue increased 0.5%. Foreign exchange rates negatively impacted earnings per share attributable to common shareholders by $0.01. As a result of tax reform enacted

Penske Automotive Group, Inc. – AMENDMENT NUMBER 2018-1 Penske Automotive Group 401(k) Savings and Retirement Plan (July 27th, 2018)

BY THIS AGREEMENT, Penske Automotive Group 401(k) Savings and Retirement Plan (herein referred to as the "Plan") is hereby amended as follows, effective as of July 1, 2018, except as otherwise provided herein:

Penske Automotive Group, Inc. – AMENDMENT TO PERMIT IN‑PLAN ROTH TRANSFERS (July 27th, 2018)

1.1Effective date of Amendment. The Employer adopts this Amendment to the Plan to permit In‑Plan Roth Transfers, as set forth herein. This Amendment is effective as of the Effective Date specified below.

Penske Automotive Group, Inc. – Penske Automotive Group 401(k) Savings and Retirement Plan (February 22nd, 2018)

The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan and trust (collectively "Plan") under the Wells Fargo Bank, N.A. Defined Contribution Volume Submitter Plan and Trust (basic plan document #08). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Volume Submitter Plan and Trust provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan and trust document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create add

Penske Automotive Group, Inc. – PENSKE AUTOMOTIVE REPORTS RECORD FOURTH QUARTER RESULTS Income From Continuing Operations of $330.0 Million and Earnings Per Share of $3.85, Including $243.4 Million Benefit Related to U.S. Tax Reform (February 8th, 2018)

BLOOMFIELD HILLS, MI, February 8, 2018 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, today announced record fourth quarter results. For the three months ended December 31, 2017, total revenue increased 10.4% to $5.4 billion, income from continuing operations attributable to common shareholders increased 300.0% to $330.0 million, and related earnings per share increased 296.9% to $3.85 when compared to the same period last year. Foreign exchange rates positively impacted earnings per share attributable to common shareholders by $0.02. Fourth quarter 2017 income from continuing operations and related earnings per share include a benefit of $243.4 million, or $2.84 per share, related to U.S. tax reform. The benefit is derived from the one-time revaluation of the company’s deferred tax liabilities, partially offset by taxes on the accumulated earnings of the company’s international operations. In the future, the company expects to be able to

Penske Automotive Group, Inc. – PENSKE AUTOMOTIVE GROUP, INC. DEFERRED COMPENSATION PLAN Effective January 1, 2018 (October 13th, 2017)

WHEREAS, Penske Automotive Group (the “Company”) wishes to provide nonqualified deferred compensation benefits to a select group of management or highly compensated employees;

Penske Automotive Group, Inc. – General Electric Credit Corporation of Tennessee c/o GE Capital US Holdings, Inc. (September 8th, 2017)

Reference is made to that certain Amended and Restated PAG Co-Obligation Fee, Indemnity and Security Agreement, dated as of March 17, 2015, between Penske Automotive Group, Inc. (“PAG”) and General Electric Capital Corporation (“GECC”) (the “Prior COFIS Agreement”), as amended by that certain Notice and Confirmation of Assignment of PAG COFIS Letter Agreement, dated as of November 24, 2015, among PAG, GECC and General Electric Credit Corporation of Tennessee, a Tennessee corporation (“GE Tennessee”) (the “Letter Amendment”). The Prior COFIS Agreement, as amended by the Letter Amendment, is referred to herein as the “COFIS Agreement”. Capitalized terms used but not defined herein shall have the meanings given them in the COFIS Agreement; unless otherwise specified, references herein to any Section are references to such Section of the COFIS Agreement.

Penske Automotive Group, Inc. – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LJ VP HOLDINGS LLC (September 8th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into this 7th day of September, 2017, by and among LJ VP Holdings LLC (the “Company”), Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTLC”), and Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, “PAG”).

Penske Automotive Group, Inc. – SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P. (September 8th, 2017)

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 7th day of September, 2017, 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”), and MBK USA Commercial Vehicles Inc., a Delaware corporation, with its offices at Nippon Life Marunouchi Garden Tower, 1‑3 Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan (as further defined below, “MBK USA CV”). General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 2 Bethesda M

Penske Automotive Group, Inc. – AGREEMENT OF PURCHASE AND SALE dated as of September 7, 2017 by and among GE CAPITAL TRUCK LEASING HOLDING LLC, and GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, as Sellers, and PENSKE AUTOMOTIVE GROUP, INC., as Purchaser (September 8th, 2017)

This Agreement of Purchase and Sale, dated as of September 7, 2017 (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”), General Electric Credit Corporation of Tennessee, a Tennessee corporation (“GE Tennessee” 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”.

Penske Automotive Group, Inc. – 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 liability company, GE CAPITAL TRUCK LEASING HOLDING LLC, a Delaware limited liability company, GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Delaware corporation, and MBK USA COMMERCIAL VEHICLES INC., a Delaware corporation (September 8th, 2017)

THIS COOPERATION AGREEMENT (this “Agreement”), dated as of September 7, 2017, 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”; and together with GE Truck Leasing, the “Sellers”), and MBK USA COMMERCIAL VEHICLES INC., a Delaware corporation (the “Mitsui Partner”).

Penske Automotive Group, Inc. – PENSKE AUTOMOTIVE GROUP, INC., as Issuer, the Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of August 15, 2017 to the Indenture dated as of November 21, 2014 3.75% Senior Subordinated Notes due 2020 (August 15th, 2017)

FIFTH SUPPLEMENTAL INDENTURE, dated as of August 15, 2017 (the “Supplemental Indenture”), among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the indenture, dated as of November 21, 2014, between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).

Penske Automotive Group, Inc. – UNDERWRITING AGREEMENT (August 2nd, 2017)
Penske Automotive Group, Inc. – Press Release Penske Automotive Group, Inc., 2555 Telegraph Rd. Bloomfield Hills, MI 48302 FOR IMMEDIATE RELEASE (August 1st, 2017)

This offering is being made solely by means of a prospectus supplement and accompanying prospectus, which has been filed with the SEC. A copy of the prospectus for the offering may be obtained on the SEC's website, www.sec.gov. Alternatively, you may request it by contacting J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NJ 11717 or call 866-803-9204 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at dg.prospectus—requests@baml.com or calling toll-free 1-800-294-1322 or U.S. Bancorp Investments, Inc., 214 N. Tyron St., 26th Floor, Charlotte, NC 28202 or call 612-336-7604 or Wells Fargo Securities, LLC at Attn: Client Support, 608 2nd Avenue, South Minneapolis, MN 55402, calling toll-free at 1-800-645-3751, Option 5 or by emailing wfscustomerservice@wellsfargo.com.

Penske Automotive Group, Inc. – Press Release Penske Automotive Group, Inc., 2555 Telegraph Rd. Bloomfield Hills, MI 48302 FOR IMMEDIATE RELEASE (August 1st, 2017)

This offering is being made solely by means of a prospectus supplement and accompanying prospectus, which has been filed with the SEC. A copy of the prospectus for the offering may be obtained on the SEC's website, www.sec.gov. Alternatively, you may request it by contacting J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NJ 11717 or call 866-803-9204 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at dg.prospectus—requests@baml.com or calling toll-free 1-800-294-1322 or U.S. Bancorp Investments, Inc., 214 N. Tyron St., 26th Floor, Charlotte, NC 28202 or call 612-336-7604 or Wells Fargo Securities, LLC at Attn: Client Support, 608 2nd Avenue, South Minneapolis, MN 55402, calling toll-free at 1-800-645-3751, Option 5 or by emailing wfscustomerservice@wellsfargo.com.

Penske Automotive Group, Inc. – CONSENT AND SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (August 1st, 2017)

This CONSENT AND SECOND AMENDMENT, dated as of August 1, 2017 (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).

Penske Automotive Group, Inc. – Press Release Penske Automotive Group, Inc., 2555 Telegraph Rd. Bloomfield Hills, MI 48302 (July 26th, 2017)

BLOOMFIELD HILLS, MI, July 26, 2017 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, today announced that its Board of Directors has approved an increase in the cash dividend to $0.32 per share for the second quarter of 2017.

Penske Automotive Group, Inc. – FOR IMMEDIATE RELEASE (February 7th, 2017)

BLOOMFIELD HILLS, MI, February 7, 2016 – Penske Automotive Group, Inc. (NYSE:PAG), an international transportation services company, announced today record fourth quarter and full-year results. For the three months ended December 31, 2016, income from continuing operations attributable to common shareholders increased 13.5% to $82.5 million, and related earnings per share increased 19.8% to $0.97, when compared to the same period last year. Income from continuing operations and earnings per share include a $5.1 million income tax benefit from the revaluation of a deferred tax liability on our Premier Truck Group investment. Excluding the $5.1 million income tax benefit, adjusted income from continuing operations increased 6.5% to $77.4 million, and related earnings per share increased 12.3% to $0.91.

Penske Automotive Group, Inc. – FOURTH SUPPLEMENTAL INDENTURE (July 29th, 2016)

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 13, 2016, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Penske Automotive Group, Inc. – SECOND SUPPLEMENTAL INDENTURE (July 29th, 2016)

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of July 13, 2016, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Penske Automotive Group, Inc. – FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (July 28th, 2016)

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).

Penske Automotive Group, Inc. – 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 SALE (July 28th, 2016)

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”.

Penske Automotive Group, Inc. – SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P. (July 28th, 2016)

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

Penske Automotive Group, Inc. – 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 liability company, GE CAPITAL TRUCK LEASING HOLDING LLC, a Delaware limited liability company, GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE, a Delaware corporation, LOGISTICS HOLDING LLC, a Delaware limited liability company, and MBK USA COMMERCIAL VEHICLES INC., a Delaware corporation (July 28th, 2016)

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”).

Penske Automotive Group, Inc. – PENSKE AUTOMOTIVE GROUP, INC., as Issuer, the Guarantors named herein, as Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 25, 2016 to the Indenture dated as of November 21, 2014 5.500% Senior Subordinated Notes due 2026 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE (May 25th, 2016)

THIRD SUPPLEMENTAL INDENTURE, dated as of May 25, 2016 (the “Supplemental Indenture”), among Penske Automotive, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature pages hereto (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the indenture, dated as of November 21, 2014, between the Company and the Trustee (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”).

Penske Automotive Group, Inc. – and The Guarantors named herein 5.500% Senior Subordinated Notes due 2026 UNDERWRITING AGREEMENT (May 12th, 2016)

Introductory. Penske Automotive Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) is acting as representative, $500,000,000 principal amount of its 5.500% Senior Subordinated Notes due 2026 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”), jointly and severally, by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture dated as of November 21, 2014 (the “Base Indenture”), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “