SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Penske Automotive Group, Inc. • September 8th, 2017 • Retail-auto dealers & gasoline stations • Tennessee
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
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 PurchaserAgreement of Purchase and Sale • September 8th, 2017 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
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”.
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 • September 8th, 2017 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
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”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LJ VP HOLDINGS LLCLimited Liability Company Agreement • September 8th, 2017 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
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”).
General Electric Credit Corporation of Tennessee c/o GE Capital US Holdings, Inc.Penske Automotive Group, Inc. • September 8th, 2017 • Retail-auto dealers & gasoline stations • New York
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.
