SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.PPenske Automotive Group, Inc. • November 5th, 2008 • Retail-auto dealers & gasoline stations • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 19th day of September, 2008, and effective as of the date hereof, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at Route 10, Green Hills, Reading, Pennsylvania 19603-0563 (“Penske”, or the “General Partner”), as general partner, and General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“GE Tennessee”), PTLC Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC2-LLC”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (“PAG”), Logistics Holding
PENSKE AUTOMOTIVE GROUP, INC. as Issuer, THE GUARANTORS NAMED HEREIN as Guarantors, and BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee,Supplemental Indenture • November 5th, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2008, among UAG MENTOR ACQUISITION, LLC and PETER PAN MOTORS, INC. each (“Guaranteeing Subsidiary”), subsidiaries of Penske Automotive Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Bank of New York Trust Company, N.A., successor to J.P. Morgan Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED SUPPLEMENTAL INDENTURESupplemental Indenture • November 5th, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2008, among UAG MENTOR ACQUISITION, LLC and PETER PAN MOTORS, INC. each (a “Guaranteeing Subsidiary”), subsidiaries of Penske Automotive Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Bank of New York Trust Company, N.A., successor to J.P. Morgan Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 30, 2008 among PENSKE AUTOMOTIVE GROUP, INC., VARIOUS FINANCIAL INSTITUTIONS and DCFS USA LLC as AgentCredit Agreement • November 5th, 2008 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 30, 2008 (this “Agreement”) is entered into among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and DCFS USA LLC (in its individual capacity, “DCFS”), as agent for the Lenders.
