Penske Capital Partners LLC Sample Contracts

RECITALS
Purchase Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
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EXHIBIT 22 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 6th, 2001 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
PENSKE CORPORATION
Joint Filing Agreement • October 26th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations

The undersigned hereby agree that any amendment to the Schedule 13D, relating to the common stock, par value $0.0001 per share, of United Auto Group, Inc., on or after the date as of which this joint filing agreement is made, are and will be filed jointly by the undersigned with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

and
Purchase Agreement • February 14th, 2001 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
EXHIBIT 12 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
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Registration Rights Agreement • December 26th, 2000 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including...
Joint Filing Agreement • February 13th, 2004 • Penske Capital Partners LLC • Services-educational services

In accordance with Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Universal Technical Institute, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. In evidence thereof, the undersigned being duly authorized, hereby execute this Agreement on this 6th day of February 2004.

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Purchase Agreement • April 9th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 8 UNITED AUTO GROUP, INC. STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
EXHIBIT 1 SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
Joint Filing Agreement
Joint Filing Agreement • April 22nd, 1999 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations

The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock, par value $0.0001 per share, of United Auto Group, Inc., is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

ANNEX C STOCKHOLDERS AGREEMENT BY AND AMONG INTERNATIONAL MOTOR CARS GROUP I, L.L.C., INTERNATIONAL MOTOR CARS GROUP II, L.L.C., MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., PENSKE CORPORATION, AND PENSKE AUTOMOTIVE HOLDINGS CORP. Dated as of , 2004
Stockholders Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

THIS STOCKHOLDERS AGREEMENT (the “Agreement”) dated as of , 2004 is by and among INTERNATIONAL MOTOR CARS GROUP I, L.L.C., a Delaware limited liability company (“PCP I”), INTERNATIONAL MOTOR CARS GROUP II, L.L.C., a Delaware limited liability company (“PCP II” and, together with PCP I, the “PCP Entities”), 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”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).

ANNEX B SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among UNITED AUTO GROUP, INC. MITSUI & CO., LTD. and MITSUI & CO. (U.S.A.), INC. dated as of
Registration Rights Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York
ANNEX A PURCHASE AGREEMENT by and between MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., INTERNATIONAL MOTOR CARS GROUP I, L.L.C., INTERNATIONAL MOTOR CARS GROUPS II, L.L.C., PENSKE CORPORATION, PENSKE AUTOMOTIVE HOLDINGS CORP., and UNITED AUTO...
Purchase Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

This PURCHASE AGREEMENT (the “Agreement”) dated as of February 16 2004 is by and between UNITED AUTO GROUP, INC., a Delaware corporation (the “Company”), 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, the “Purchasers”), INTERNATIONAL MOTOR CARS GROUP I, L.L.C., a Delaware limited liability company (“PCP I”), INTERNATIONAL MOTOR CARS GROUP II, L.L.C., a Delaware limited liability company (“PCP II” and, together with PCP I, the “PCP Entities”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).

TERMINATION AGREEMENT
Termination Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

This TERMINATION AGREEMENT, dated as of , 2004 (the “Termination Agreement”), is by and among, INTERNATIONAL MOTOR CARS GROUP I, L.L.C., a Delaware limited liability company (“PCP I”), INTERNATIONAL MOTOR CARS GROUP II, L.L.C., a Delaware limited liability company (“PCP II” and, together with PCP I, the “PCP Entities”), 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”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”), PENSKE CAPITAL PARTNERS, L.L.C., a Delaware limited liability company (“Penske Capital” and together with Penske Corporation and Penske Holdings, “Penske”), and UNITED AUTO GROUP, INC., a Delaware corporation (the “Company”).

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PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., JAMES HISLOP and PENSKE CORPORATION dated as of September 14, 2006
Purchase Agreement • September 14th, 2006 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

This PURCHASE AGREEMENT (the “Agreement”) dated as of September 14, 2006 is by and among 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, each individually, a “Purchaser”, and together, the “Purchasers”), JAMES HISLOP (the “Seller”), and PENSKE CORPORATION, a Delaware corporation, as paying agent (the “Paying Agent”). Capitalized terms used in this Agreement are defined in Section 8.1.

EXHIBIT 35 VOTING AND TRANSFER RIGHTS AGREEMENT
Voting and Transfer Rights Agreement • August 5th, 2003 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • Michigan
PURCHASE AGREEMENT between PENSKE AUTOMOTIVE HOLDINGS CORP., and AENEAS VENTURE CORPORATION dated as of February 16, 2004
Purchase Agreement • February 17th, 2004 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

PURCHASE AGREEMENT dated as of February 16, 2004, between Aeneas Venture Corporation, a Delaware corporation (“Seller”), and Penske Automotive Holdings Corp., a Delaware Corporation (“Purchaser”).

PURCHASE AGREEMENT by and between PENSKE CORPORATION and [Seller] dated as of September 14, 2006
Purchase Agreement • September 14th, 2006 • Penske Capital Partners LLC • Retail-auto dealers & gasoline stations • New York

This PURCHASE AGREEMENT (the “Agreement”) dated as of September 14, 2006 is by and between PENSKE CORPORATION, a Delaware corporation (the “Purchaser” or “Penske”), and [Seller], having an address on the signature page (the “Seller”).

PURCHASE AGREEMENT by and among PENSKE AUTOMOTIVE HOLDINGS CORP. and AIF II, L.P. dated as of August 7, 2001
Purchase Agreement • August 7th, 2001 • Penske Capital Partners LLC • Textile mill products • New York

PURCHASE AGREEMENT dated as of August 7, 2001, by and between AIF II, L.P., a Delaware limited partnership (“Seller”) and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the “Purchaser”).

PENSKE CORPORATION 13400 Outer Drive West Detroit, Michigan 48239
Penske Capital Partners LLC • April 9th, 2003 • Retail-auto dealers & gasoline stations • New York
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