Penske Corporation Penske Automotive Holdings Corp. c/o Penske Corporation Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2511 Re: Second Amendment of PAG Stockholders Agreement Ladies and Gentlemen:Pag Stockholders Agreement • March 27th, 2018 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk 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”), as amended by that Letter Agreement, dated October 20, 2017, by and among Mitsui and Penske.
PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE GROUP, INC. dated as of March 27, 2018Purchase Agreement • March 27th, 2018 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of March 27, 2018 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 GROUP, INC., a Delaware corporation (the “Purchaser” or the “Company”, as applicable). Capitalized terms used in this Agreement are defined in Section 6.1.
