Penske Corporation Penske Automotive Holdings Corp. c/o Penske Corporation Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2511 Re: Amendment of PAG Stockholders Agreement Ladies and Gentlemen:Stockholders Agreement • October 23rd, 2017 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
Reference is made to the Stockholders Agreement, dated as of July 30, 2013 (the “PAG Stockholders Agreement”), 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, “Mitsui”), Penske Corporation, a Delaware corporation (“Penske Corporation”) and Penske Automotive Holdings Corp., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).
PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE HOLDINGS CORP. dated as of October 20, 2017Purchase Agreement • October 23rd, 2017 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of October 20, 2017 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 “Seller”, and together, the “Sellers”) and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the “Purchaser”). Capitalized terms used in this Agreement are defined in Section 6.1.
