Common use of Gentlemen Clause in Contracts

Gentlemen. In connection with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretary

Gentlemen. In connection Reference is made to the Bottler’s Agreement entered into among The Coca-Cola Company, The Coca-Cola Export Corporation and you with an effective date of [INSERT], 2010 (hereinafter referred to as the captioned “Agreement”). We hereby authorize you to use the trademark COCA-COLA in your corporate name: “[COMPANY NAME]” The authorization granted herein will expire automatically upon expiration or termination of the Agreement, and to induce Noto to enter into and complete the transactions contemplated is revocable by the xxxxioned Agreementus in our absolute discretion, Automotive Group Realtyin whole or in part, LLC, a wholly owned subsidiary of Penske Corporation upon ninety ("AGR"), UAG, UAG Realty, LLC ("UAG Realty"90) and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations days’ written notice. Upon expiration or termination of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto Agreement or revocation of this Authorization, [COMPANY NAME] shall take any and all improvements thereon, along with affirmative steps to delete “Coca-Cola” from its corporate name and to amend any other real property acquired by AGR reference to “Coca-Cola” in any and used in connection with the business of the Companyall statements or documents including government licenses, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property registrations or any other property used in connection with the Company's businessrecords. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership Nothing contained herein shall give you any interest in the Company goodwill derived from the use of the trademark COCA-COLA in your corporate name. It is hereby expressly agreed and understood that there is extended only a permission uncoupled with any interest to Notouse the trademark COCA-COLA, and that we retain the sole and exclusive right to initiate and defend any or all proceedings and actions relating to such trademark. AGR intends to convey to Noto Sincerely, THE COCA-COLA COMPANY By: Authorized Representative Date: ACCEPTED BY: [COMPANY NAME] By: Authorized Representative Date: EXHIBIT II FORM OF BOTTLER’S AGREEMENT Exhibit II-1 Bottler’s Agreement THIS AGREEMENT, made and entered into with effect from , by and among THE COCA-COLA COMPANY, a twenty percent (20%) share corporation organized and existing under the laws of axxxxciation the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the Properties ix xxchange for Noto's guarantee City of twenty percent (20%) Xxxxxxx, Xxxxx xx Xxxxxxx 00000, Xxxxxx Xxxxxx of America; THE COCA-COLA EXPORT CORPORATION, a corporation organized and existing under the laws of the rent payments due undxx xxx LeaseState of Delaware, on United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the terms City of Xxxxxxx, Xxxxx xx Xxxxxxx 00000, Xxxxxx Xxxxxx of America (The Coca-Cola Company and conditions set forth below. So long The Coca-Cola Export Corporation hereinafter collectively or severally referred to as Noto is not in default of its obligations the “Company” unless otherwise specified); and , a corporation organized and existing under the Agreement and UAG Xxxlty is not in default laws of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect principal offices at (hereinafter referred to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryas the “Bottler”).

Gentlemen. In connection with As directors of PSI, each of us is a party to an Indemnification Agreement executed on or around August 20, 2002. All capitalized terms used herein without definition shall have the captioned Agreement, and meanings given to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment such terms in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value")Indemnification Agreement. Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR PSI contemplates certain transactions pursuant to a Lease Stock Purchase Agreement dated September 29by and among PSI, 2000Oak Investment Partners X, as amended Limited Partnership (collectively with Oak X Affiliates Fund, Limited Partnership, Oak Investment Partners VII, Limited Partnership and as may be amended from time to time (the Oak VII Affiliates Fund, Limited Partnership, "LeaseOak"), and the Company subleases the Properties from UAG Realtycertain other Purchasers named therein dated on or about December 6, LLC. In connection 2002 (together with the execution of other documents referenced therein, the "Stock Purchase Agreement"). As a condition to those transactions, Xxx has requested that we each execute this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Notoletter agreement. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) Each of the rent payments due undxx xxx Lease, on undersigned directors of PSI hereby acknowledges that the terms and conditions set forth below. So long as Noto is not in default of its obligations transactions described under the Stock Purchase Agreement and UAG Xxxlty is (together with Oak's existing holdings) will not in default constitute a Change of its obligations under the Lease, upon the sale and transfer Control or a Potential Change of all or any Control for purposes of the Properties by AGR, AGR shall pay Indemnification Agreement. Such acknowledgement extends not only to Noto promptly upon completion Oak's acquisition of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent Series A Preferred Stock (as defined in the LeaseStock Purchase Agreement) made by UAG Realty in accordance with at the terms time of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon funding under the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on Stock Purchase Agreement, but also includes any written notice of an Event of Default Conversion Shares (as defined in the XxxxeStock Purchase Agreement) provided that are issued upon conversion of the Series A Preferred Stock, any accumulating shares due to UAG Realty under the Lease with cumulative dividends, any incremental shares that may be issued to Oak pursuant to anti-dilution adjustments, and all shares in respect to all or of any of the Properties foregoing (including shares issued in a stock split, stock dividend, recapitalization or similar event). The undersigned directors also acknowledge that Xxx and agrees any member of the Salix Ventures, L.P. family of funds will not be deemed to provide Noto with an opportunity to cure such default on be part of the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event group for determining whether there has been Change of Default. The parties acknowledge that the amount Control or Potential Change of the payments made Control under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Director Indemnification Agreement. This letter agreement constitutes (i) shall be governed by and construed in accordance with the entire agreement among laws of the State of Tennessee, (ii) may be executed in multiple counterparts and by facsimile or other electronic means, and (iii) shall be binding upon and inure to the benefit of the successors and assigns of the parties with respect hereto. Please indicate your consent to the subject matter hereof, terms and supersedes any prior agreement or understanding among them including, but not limited to, a certain conditions of this letter agreement dated March 1by your signature in the space indicated below. /s/ Xxxx X. Xxxxxx ------------------------------------ XXXX X. XXXXXX /s/ Xxxxx Xxxx ------------------------------------ XXXXX XXXX /s/ Xxxxx Xxxxx ------------------------------------ XXXXX XXXXX /s/ Xxxxxx X. Xxxxxxx ------------------------------------ XXXXXX X. XXXXXXX /s/ Xxxxxx X. Xxxxxx ------------------------------------ XXXXXX X. XXXXXX /s/ Xxxxxxx X. XxXxxxxxxx ------------------------------------ XXXXXXX X. XXXXXXXXXX /s/ Xxxx Xxxxx ------------------------------------ XXXX XXXXX ACKNOWLEDGED AND AGREED TO: PSI: PSYCHIATRIC SOLUTIONS, 2001, with respect to such subject matterINC. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryXxxx Xxxxxx ----------------------------

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase _________ Warrants (“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Symphony Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $___________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the xxxxioned Agreementunderwriters set forth in the Company’s IPO prospectus included in the Registration Statement, Automotive Group Realtyfor which EarlyBirdCapital, LLC, Inc. (“EBC”) is acting as representative. The Insider Warrants will be sold to the undersigned on a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title Except as set forth herein, the Insider Warrants shall be identical to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used warrants issued in the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and American Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to GM, GM shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that he has been advised that the Insider Warrants (including the underlying shares of common stock) have not been registered under the Securities Act; that he is acquiring the Insider Warrants for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and that he is familiar with the proposed business, management, financial condition and affairs of the Corporation. Moreover, the undersigned agrees that he shall not sell or transfer the Insider Warrants or any underlying securities (except (i) to another officer or director of the Company, (collectively referred ii) to herein as relatives and trusts for estate planning purposes, (iii) by virtue of the "Property" laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or "Properties")(v) to an entity’s members upon its liquidation to the extent the Insider Warrants are subsequently transferred to an entity, in each case, subject to the transferee agreeing to such transfer restrictions) until after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) meeting the requirements set forth in the Registration Statement and acknowledges that the certificates for such Insider Warrants shall contain a legend indicating such restriction on transferability. The values reflected Company hereby acknowledges and agrees that the Insider Warrants will be exercisable on Schedule A represent the investment a cashless basis and, in the properties made event the Company calls the Warrants for redemption pursuant to that certain Warrant Agreement to be entered into by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended Company and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used American Stock Transfer & Trust Company in connection with the Company's business’s IPO, shall not be redeemable by the Company so long as such Insider Warrants are held by the undersigned or his permitted transferees. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), terms of this agreement and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, restriction on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties transfers with respect to the subject matter hereofInsider Warrants may not be amended without the prior written consent of EBC. Very truly yours, and supersedes any prior agreement or understanding among them including, but not limited [Purchaser] Agreed to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- : Symphony Acquisition Corp. By: Robert H. Kurnick, Jr. Name: Title: Xxxxxxxx Xxxxxx By: Aaron Michael ItsName: Assisxxxx Xxxxxxxxx ItsTitle: Vice Xxxxxxxxx UAG REALTYEarlyBirdCapital, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- Inc. By: Robert H. Kurnick, Jr. ByName: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryTitle:

Gentlemen. In connection with Reference is made to (a) the captioned Sale Agreement and (b) that certain Closing Escrow Agreement (the "Closing Escrow Agreement") dated as of June 27, 1996 by and to induce Noto to enter into and complete among the transactions contemplated by Sellers, GRT, Glimcher Properties Limited Partnership (the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG RealtyPurchaser") and Lawyers Title Insurance Corporation (the Company "Closing Escrow Agent"). Each initially capitalized term used herein and not otherwise defined shall have all agreed the meaning ascribed thereto in the Closing Escrow Agreement. The Sellers' Closing Notice has been given and the Closing Escrow Agent has been instructed to complete the Equity Disbursement and to thereafter take the actions described on Schedule B-2 to the Closing Escrow Agreement, each as modified by the Closing Statement attached hereto as Schedule 2. Closing Escrow Agent agrees to make the Equity Disbursement in accordance with the instructions listed on Schedule 1 attached hereto. Sellers, Purchaser and GRT hereby agree upon the adjustments contained in the settlement statement attached hereto as Schedule 2 (the "Closing Statement"). Purchaser and GRT have instructed the applicable Seller to execute and deliver the lease amendments listed on Schedule 3 attached hereto (in the form attached to Noto this the June 27, 1996 letter setting forth certain understandings agreement constituting part of the Sale Agreement (the "June 27 Amendment")). The applicable Seller shall execute and deliver such lease amendments in full satisfaction of Sellers' obligations with respect to xxx real property underlying those lease amendments under the business operations June 27 Amendment. Purchaser and GRT recognize that the holders of the Company and its subsidiaries. AGR currently holds title Assumed Indebtedness listed on Schedule 3 have not consented to the real property described on Schedule "A" attached hereto execution and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business delivery of the Companyapplicable lease amendment and Purchaser and GRT hereby acknowledge and agree that the execution and delivery of the lease amendments together with all consequences thereof is and shall be Purchaser's sole responsibility. GRT hereby agrees that any damages and/or liabilities incurred by Sellers by reason of the applicable Seller's execution of such lease amendments are hereby included in GRT's obligation to indemnify, defend and hold Sellers harmless under that certain Indemnification Agreement dated June 27, 1996 from GRT to Sellers (collectively referred to herein as the "Property" or "PropertiesIndemnification Agreement"). The values reflected Purchaser and GRT recognize that the holder of the Assumed Indebtedness on Schedule A represent Applewood has required that the investment management be retained by Regency unless and until a comparable level of management ability is demonstrated by the new ownership. Purchaser and GRT hereby acknowledge and agree that the failure to comply with such holder's requirement together with all consequences thereof is and shall be Purchaser's sole responsibility. GRT hereby agrees that any damages and/or liabilities incurred by Sellers by reason of the Purchaser's failure to comply with the holder's requirements are hereby included in GRT's obligation to indemnify, defend and hold Sellers harmless under the Indemnification Agreement. Purchaser hereby acknowledges receipt of an appropriate credit in the properties made Closing Statement as complete and full compensation for the Sellers' liability arising from the existence of phenolic foam insulation at the Properties known as Barren River Plaza and Applewood and hereby releases and waives any right or claim that Purchaser might have under the Sale Agreement or the Management Agreement or otherwise against the Sellers arising from the existence of phenolic foam insulation at such Properties. Sellers hereby assign and transfer to Purchaser for the benefit of Purchaser any and all rights or claims held by AGR Sellers under any warranty, express or implied, or otherwise arising from the existence of phenolic foam insulation at the Properties known as Barren River Plaza and Applewood. To the extent Sellers, Purchaser and the manufacturer of the date hereof (such amounts being referred phenolic foam insulation have not entered into a written agreement regarding the remediation thereof, Purchaser is entitled to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection negotiate directly with the Company's businessmanufacturer and Sellers have no further obligations with respect thereto. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Purchaser hereby acknowledges receipt of an appropriate credit in the Closing Statement as complete and full compensation under the Sale Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases Management Agreement for the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange Sellers' responsibility for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations expenditures under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent Capital Budget (as defined in the LeaseSale Agreement). Sellers acknowledge and agree that Net Cash Flow under the Management Agreement has been reconciled and agreed upon through July 31, 1996 outside of the Closing Statement. Within five (5) made by UAG Realty Business Days after the date hereof Purchaser shall calculate the Net Cash Flow for the months of August and September, 1996, provide the Sellers with all backup therefor and remit Past Due Rents to Sellers in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time Sale Agreement. Within fifteen (15) days after October 31, 1996 Purchaser shall calculate the Net Cash Flow for the month of October, 1996, provide Sellers with all back up therefor and remit Past Due Rents (to time. This guarantee shall terminate with respect the extent collected) to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR Sellers in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any terms of the Properties Sale Agreement. To the extent that adjustments and prorations have not been made for such items on the Closing Statement, Net Cash Flow shall be calculated and Purchaser shall be entitled to retain such Net Cash Flow (consistent with the prior calculations of Net Cash Flow) in accordance with the terms of the Sale Agreement and the Management Agreement. Purchaser agrees to provide Noto Sellers with an opportunity evidence of its reasonable efforts to cure such default on collect all Past Due Rent (i.e., provide copies of letters to tenants and provide copies of reports regarding follow up phone calls and cash receipts and aged delinquency reports etc.). Purchaser and Sellers have agreed that Closing Escrow Agent shall hold out of the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event Equity Distribution 150% of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only mechanic's lien listed on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred Schedule 4 attached hereto in connection with its administration escrow pending resolution or release of the Propertylien. While this Agreement Sellers believe that the obligation to satisfy the lien is in effectthe tenant's obligation. Purchaser agrees to use diligent efforts to cause the tenant to satisfy or discharge the lien (but Purchaser shall not be required to incur any expense, Noto commence any litigation or terminate the lease). In the event, despite such diligent efforts, such tenant has not satisfied or discharged or caused the satisfaction or discharge of the lien within thirty (30) days from the date hereof, Sellers shall have the right to participate xxx the tenant. Purchaser agrees to cooperate, at Sellers' expense, with Sellers in the pursuit of any net refinancing procexxx relating such suit. In the event the lien has been satisfied or discharged on or before December 31, 1996, Closing Escrow Agent shall return said escrow to Sellers within five (5) business days of the resolution thereof. In the event the lien has not been satisfied or discharged on or before December 31, 1996, Closing Escrow Agent shall have the right to pay said lien from said escrow. In any event, after the payment or satisfaction of the lien, the Closing Escrow Agent shall return any escrow balance to the Property on Sellers or their designee. In the twenty percent event the lien is satisfied or discharged out of the escrow established hereunder, Purchaser shall use diligent efforts (20%but Purchaser shall not be required to incur any expense, commence any litigation or terminate the lease) basis set forth aboveto seek reimbursement from said tenant and upon receipt of such reimbursement shall promptly reimburse Sellers or their designee. Sellers have (at their cost and expense) previously delivered to Purchaser and/or GRT copies of leases, provided contracts, plans and specifications for the Properties. Purchaser has requested that Noto the Sellers' original counterparts be delivered to the Purchaser. To the extent that Sellers have originals of such documents and materials, they will deliver such originals to Purchaser. Purchaser hereby agrees to apply use its guarantee diligent efforts to any additional amount of Lease xxxxents made as a result return copies of the refinancingleases, contracts, plans and specifications to the Sellers. The obligations To the extent that Purchaser does not return such copies, Purchaser hereby agrees to provide copies of AGR any and Noto hereunder all such documents and materials to Sellers promptly after written request therefor. This letter agreement is executed as an instrument under seal in one or more counterparts, each of which shall terminate upon be deemed to be an original and all of which shall constitute one and the expiration same instrument. GLIMCHER REALTY TRUST By: /s/ Xxxxxx X. Xxxxxxx ------------------------- Name: Xxxxxx X. Xxxxxxx, Secretary GLIMCHER PROPERTIES LIMITED PARTNERSHIP By: Glimcher Properties Corporation, general partner By: /s/ Xxxxxx X. Xxxxxxx ---------------------------- Name: Xxxxxx X. Xxxxxxx, Secretary Acknowledged and Agreed: LAWYERS TITLE INSURANCE CORPORATION By: /s/ Xxxxxxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxxxxxx X. Xxxxx Title: Counsel [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK] RETAIL PROPERTY INVESTORS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------ Name: Xxxxxx X. Xxxxxx Title: Senior Vice President PAINEWEBBER RETAIL PROPERTY INVESTMENTS, LTD. By: Retail Property Investors, Inc., General Partner By: /s/ Xxxxxxxx X. Xxxxx ------------------------ Name: Xxxxxx X. Xxxxxx Title: Senior Vice President PAINEWEBBER RETAIL PROPERTY INVESTMENTS JOINT VENTURE By: Retail Property Investors, Inc., a Venturer thereof By: /s/ Xxxxxx X. Xxxxxx ------------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Vice President By: PaineWebber Properties Incorporated, a Venturer thereof By: /s/ Xxxxxx X. Xxxxxx ------------------------ Name: Xxxxxx X. Xxxxxx Title: Senior Vice President PAINEWEBBER COLLEGE PLAZA, L.P. By: Retail Property Investors, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxx ----------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Vice President PAINEWEBBER XXXXXX XXXXX, L.P. By: Retail Property Investors, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxx ----------------------- Name: Xxxxxx X. Xxxxxx Title: Senior Vice President Schedule 1 Disbursement Instructions attached hereto $36,370,502.72 disbursement to RPI in accordance with the wire instructions attached hereto in the amount contained in the Closing Statement attached hereto as Schedule 2. Schedule 2 Closing Statement attached hereto Third party disbursements are contained on page 3 of the term Closing Statement attached hereto. Schedule 3 Lease Amendments Property Lease Amendment Holder of the XxxseAssumed Indebtedness Artesian Square Fourth Amendment to Lease Travelers Agreement East Pointe Plaza Third Amendment to Lease Nationwide Agreement Schedule 4 Description of Mechanic's Lien Xxx Xxxxxx, d/b/a Captain Sam's Seafood Restaurant - Walterboro Plaza, S.C. Glimcher Properties Limited Partnership 00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000 October 17, 1996 Retail Property Investors, Inc. PaineWebber Property Investors, Ltd. PaineWebber Retail Property Investments Joint Venture PaineWebber College Plaza, L.P. PaineWebber Xxxxxx Xxxxx, L.P. c/o PaineWebber Properties Incorporated 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Re: Purchase and Sale Agreement dated as of March 11, 1996 by and among Retail Property Investors, Inc., et al. and Glimcher Realty Trust ("GRT"), as extended from time amended and as assigned by GRT to time. This agreement shall not serve Glimcher Properties Limited Partnership (the "Sale Agreement") Gentlemen: Reference is made to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunderabove-mentioned Sale Agreement. All initially capitalized terms not defined used herein shall have the meaning ascribed to them by meanings set forth in the Sale Agreement. This letter Our prior agreement constitutes dated June 27, 1996 to the entire agreement contrary notwithstanding, we have agreed, as set forth in the May 14, 1996 Letter Agreement modifying the Sale Agreement, that the Purchase Price shall be allocated among the parties with respect Properties (solely for federal, state and local tax reporting purposes) as set forth on the attached Schedule. Please execute this letter in the place indicated below to confirm that the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matterforegoing represents our mutual understanding. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- GLIMCHER PROPERTIES LIMITED PARTNERSHIP By: Robert H. KurnickGlimcher Properties Corporation, Jr. general partner By: Aaron Michael Its/s/ Xxxxxx X. Xxxxxxx ---------------------- Name: Assisxxxx Xxxxxx X. Xxxxxxx Title: Secretary Allocation of Purchase Price as of Closing Property Allocation of Purchase Price for Tax Purposes Artesian Square 7,233,595 Audobon Village 5,814,525 Aviation Plaza 8,753,531 Barren River 11,667,573 Crossing Xxxxxxx 12,846,694 Crossroads Centre 8,483,772 Cumberland Crossing 6,929,637 Xxxx Xxxxxx Xxxxx 00,000,000 Xxxxxxxxx ItsXxxxxxx 9,653,598 Xxxxx Place 3,468,504 Xxxxxx Xxxxx Center 7,264,482 Xxxxx County Plaza 6,080,169 Southside Plaza 9,262,160 Village Plaza 21,108,448 College Plaza 10,328,415 Cross Creek Plaza 12,708,525 Cypress Bay Plaza 10,795,423 Franklin Square 9,380,038 Sycamore Square 3,092,717 Walterboro 6,006,150 Applewood Village 3,867,787 Piedmont Plaza 10,125,000 Total: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretary196,999,999

Gentlemen. In connection with Reference is made to (a) the captioned Sale Agreement, as amended by Letter Agreement (the "First Amendment") dated as of May 14, 1996 and to induce Noto to enter into (b) that certain Deposit Escrow Agreement (the "Deposit Escrow Agent") dated as of March 11, 1996 by and complete among the transactions contemplated by the xxxxioned AgreementSellers, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Purchaser and Lawyers Title Insurance Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "PropertiesDeposit Escrow Agent"). The values reflected on Schedule A represent All initially capitalized terms used herein shall have the investment meanings set forth in the properties made by AGR as Sale Agreement. By mutual agreement, the first sentence of Section 9.1 of the date hereof Sale Agreement is hereby deleted and the following replaced therefor: The Escrow Closing shall occur at the offices of Xxxxxxx Procter & Xxxx LLP, Exchange Place, Boston, MA at 10:00 am on June 6, 1996 (or such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended other date, time and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and place as may be amended from time to time mutually agreed upon by Sellers and Purchaser) (except as provided in the First Amendment, the "LeaseEscrow Closing Date"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that Sellers and Purchaser shall each have the foregoing obligations right to one extension of Noto may only be satisfied from proceeds from the Collateral date on which the Escrow Closing would occur without cost or penalty for a period of up to five (as defixxx below), if any, and except 5) Business Days by notice to the other for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for exclusive purpose of satisfying the foregoing obligations of Notoconditions contained in Sections 10.1 and 10.2 below. In consideration for the interest conveyed hereinevent the Escrow Closing has not occurred on or before June 6, Noxx xereby agrees to guarantee to AGR 1996 Purchaser shall extend the payment of twenty percent (00%) expiration of the monthly payment obligation Letter of Base Annual Rent Credit representing the Deposit to not sooner than ten (as defined 10) Business Days after the then anticipated date on which the Escrow Closing would occur. If the Letter of Credit has not been so extended on or before June 7, 1996, Sellers and Purchaser each hereby direct the Deposit Escrow Agent to draw upon the Letter of Credit and hold the proceeds thereof in the Lease) made by UAG Realty in accordance with escrow under the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Deposit Escrow Agreement. This letter agreement constitutes is executed as an instrument under seal in one or more counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the entire agreement among the parties with respect to the subject matter hereofsame instrument. GLIMCHER REALTY TRUST By: /s/ Xxxxxxx Xxxxxxxx --------------------- Name: Xxxxxxx Xxxxxxxx Title: Chairman AGREED TO AND ACKNOWLEDGED BY: RETAIL PROPERTY INVESTORS, INC. By: /s/ Xxxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxxx X. Xxxxx Title: President and supersedes any prior agreement or understanding among them includingChief Executive Officer PAINEWEBBER RETAIL PROPERTY INVESTMENTS, but not limited toLTD. By: Retail Property Investors, Inc., General Partner By: /s/ Xxxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer PAINEWEBBER RETAIL PROPERTY INVESTMENTS JOINT VENTURE By: Retail Property Investors, Inc., a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- Venturer thereof By: Robert H. Kurnick, Jr. /s/ Xxxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTYPaineWebber Properties Incorporated, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- a Venturer thereof By: Robert H. Kurnick/s/ Xxxxxxxx X. Xxxxx ------------------------ Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer PAINEWEBBER COLLEGE PLAZA, Jr. L.P. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUTRetail Property Investors, LLC /s/ Robert H. KurnickInc., Jr. ------------------------------- General Partner By: Roberx /s/ Xxxxxxxx X. XxxxxxxXxxxx ------------------------------ Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer PAINEWEBBER XXXXXX XXXXX, Xx. XxxL.P. By: Assistant SecretaryRetail Property Investors, Inc., General Partner By: /s/ Xxxxxxxx X. Xxxxx ---------------------------- Name: Xxxxxxxx X. Xxxxx Title: President and Chief Executive Officer Acknowledged and Agreed to: PAINEWEBBER INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx --------------------------- Name: Xxxxxxxx X. Xxxxxxx Title: Managing Director Glimcher Realty Trust 00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000 June 6, 1996 Retail Property Investors, Inc. PaineWebber Retail Property Investors, Ltd. PaineWebber Retail Property Investments Joint Venture PaineWebber College Plaza, L.P. PaineWebber Xxxxxx Xxxxx, L.P. c/o PaineWebber Properties Incorporated 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Re: Amendment to Purchase and Sale Agreement (the "Sale Agreement") dated as of March 11, 1996 by and among Retail Property Investors, Inc., et al (collectively, the "Sellers") and Glimcher Realty Trust (the "Purchaser")

Gentlemen. In connection with Unless otherwise defined herein, capitalized terms used herein shall have the captioned meanings attributable thereto in the Credit Agreement. This Notice of Conversion is delivered to you pursuant to Section 2.03 of the Credit Agreement. With respect to the [ABR Advances] [Euro-Dollar Advances] in the aggregate amount of $___________, the Borrower hereby requests that such Advances be converted to [ABR Advances], [Euro-Dollar Advances] in the aggregate principal amount of $__________ to be made on such date, and for interest to induce Noto to enter into and complete accrue thereon at the transactions contemplated rate established by the xxxxioned AgreementCredit Agreement for [ABR Advances] [Euro-Dollar Advances]. The Borrower has caused this Notice of Conversion to be executed and delivered by its duly authorized officer this ______ day of ____________ 20___. Exhibits to Credit Agreement- Exhibit “D” Page 002 ​ ​ ​ HMS Income Fund, Automotive Group RealtyInc. (and upon consummation of the MSC Name Change, LLCMSC Income Fund, Inc.). a wholly owned subsidiary Maryland corporation ​ ​ By:​ ​​ ​​ ​​ ​​ ​ Name: ​ ​​ ​​ ​​ ​​ ​ Title: ​ ​​ ​​ ​​ ​​ ​ ​ Exhibits to Credit Agreement- Exhibit “A” Page 2 ​ ​ EXHIBIT D ​ BORROWING BASE CERTIFICATION REPORT ​ Reference is made to the Senior Secured Revolving Credit Agreement dated as of Penske Corporation March 11, 2014 ("AGR")as supplemented by that certain Joinder and Reaffirmation Agreement dated as of April 15, UAG2014, UAG Realtyexecuted by HMS Equity Holding, LLC ("UAG Realty"and upon consummation of the MSC Name Change, MSC Equity Holdings, LLC) (“Holding”) for the benefit of Administrative Agent on behalf of the Lenders, as amended by that certain First Amendment to Loan Documents dated as of May 30, 2014, that certain Second Amendment to Credit Agreement dated as of September 22, 2014, that certain Third Amendment to Credit Agreement dated as of May 13, 2015, and that certain Fourth Amendment to Credit Agreement dated as of May 29, 2015, as supplemented by that certain Assignment, Assumption, Joinder and Amendment Agreement dated as of March 6, 2017, and as amended and restated by that certain Amended and Restated Senior Secured Revolving Credit Agreement dated as of March 6, 2017, by and among HMS Income Fund, Inc. (and upon consummation of the MSC Name Change, MSC Income Fund, Inc.) (“Borrower”), the Guarantors party thereto, TIAA, FSB, as successor in interest to certain assets of Everbank Commercial Finance, Inc., as Administrative Agent (“Administrative Agent”) and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000Lenders party thereto, as amended by that certain First Amendment to Credit Agreement dated as of October 19, 2017, as supplemented by that certain Assignment, Assumption, Joinder and Amendment Agreement dated as of December 21, 2018, as amended by that certain Second Amendment to Credit Agreement dated as of March 5, 2020, as amended by that certain Consent and Third Amendment dated as of September 25, 2020, as amended by that certain Fourth Amendment to Credit Agreement dated as of January 27, 2021, as amended by that certain Fifth Amendment to Credit Agreement dated as of July 27, 2021, and as may be amended from time to time (the "Lease")further amended, and the Company subleases the Properties from UAG Realtymodified, LLC. In connection with the execution of this letterrestated, UAG and Noto have entered into the Agreement whichsupplemented, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all renewed or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time, the “Credit Agreement”). This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized Capitalized terms not defined used herein shall have the meaning meanings ascribed to them by thereto in the Credit Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretary.

Gentlemen. In connection with Reference is made to (a) the captioned AgreementSale Agreement and (b) that certain Deposit Escrow Agreement (the "Deposit Escrow Agent") dated as of March 11, 1996 by and to induce Noto to enter into among the Sellers, Purchaser and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Lawyers Title Insurance Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "PropertiesDeposit Escrow Agent"). The values reflected on Schedule A represent All initially capitalized terms used herein shall have the investment meanings set forth in the properties made by AGR as Sale Agreement. The Study Period expired at 5:00 pm on May 10, 1996. The Purchaser has given certain Notices of the date hereof Material Concern with regard to (such amounts being referred i) certain debt related matters, (ii) certain lease and revenue related matters (including issues related to herein as tenant estoppel certificates) and (iii) certain structural related matters (collectively, the "Current ValueMaterial Concerns"). Schedule "A" shall be amended Sellers and adjusted from time Purchaser extended to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with May 14, 1996 the Company's business. The Properties are currently leased by UAG Realty from AGR Escrow Closing Date pursuant to a Lease Agreement that certain letter agreement dated September 29May 12, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC1996. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) consideration of the rent payments due undxx xxx Leaseresolution of the Material Concerns, Sellers and Purchaser have agreed to amend the Sale Agreement on the terms and conditions set forth belowherein contained. So long Sellers and Purchaser have agreed that for purposes of raising Material Concerns and for calculating "Cash Flow" during the "Initial Term" (as Noto is not such terms are defined in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%Management Agreement) of the positive difference between (iManagement Agreement, the Escrow Closing Date shall be deemed to be May 14, 1996. Schedules 2(a) and 2(p) to the actual proceeds received by AGR on Sale Agreement are hereby deleted and Schedules 2(a.1) and 2(p.1) attached hereto are replaced therefor. Schedule 3.2 and the date first and second sentences of Section 3.2 of the sale or transfer Sale Agreement are hereby deleted and the following replaced therefor: The Purchase Price (and all other capitalized costs and other amounts treated as purchase price for federal income tax purposes) shall be allocated among the Properties (solely for federal, state and local tax reporting purposes) as indicated by the Purchaser at the Escrow Closing with the prior consent of the Property as sales priceSellers, net which consent will not be unreasonably withheld. The first clause of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, Section 3.1 of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have hereby deleted and the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryfollowing replaced therefor:

Gentlemen. In connection with the captioned AgreementWe have acted as special counsel to ArgentBank of Thibodaux, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLCLouisiana, a wholly owned subsidiary of Penske Corporation Louisiana state banking association ("AGRArgentBank"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with certain federal income tax matters relating to the business transactions described in: (a) that certain Agreement and Plan of the CompanyMerger, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR dated as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29November __, 2000, as amended and as may be amended from time to time 1996 (the "LeaseMerger Agreement"), by and among Assumption Bancshares, Inc., a Louisiana corporation ("ABI"), Assumption Bank & Trust Company, a Louisiana state banking association ("Assumption Bank"), and (b) that certain Bank Merger Agreement between Assumption Bank and ArgentBank, dated as of November ____, 1996 (the Company subleases "Bank Merger Agreement"). This opinion is furnished to you pursuant to Section 8.1(e) of the Properties from UAG RealtyMerger Agreement. Except as otherwise defined herein, LLCall capitalized terms herein have the meanings set forth in the Merger Agreement. In connection with the execution of this letteropinion, UAG we have examined and Noto have entered into the Agreement whichare familiar with originals or copies, among other thingscertified or otherwise identified to our satisfaction, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx LeaseMerger Agreement, on the terms Bank Merger Agreement, that certain Company Merger Agreement between ABI and conditions Assumption Bank, dated as of November __, 1996 (the "Company Merger Agreement"), and such other documents as we have deemed necessary or appropriate in order to enable us to render the opinion below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In rendering the opinion set forth below. So long as Noto is not in default of its obligations under the Agreement , we have relied upon certain written representations and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any covenants of the Properties by AGRparties to the Mergers set forth in the Certificates which are attached hereto and incorporated herein as Exhibits "A," "B," and "C." Xx rendering our opinion, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) we have considered the applicable provisions of the positive difference between (i) the actual proceeds received by AGR on the date Internal Revenue Code of the sale or transfer of the Property 1986, as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR amended (the "Net Sale ProceedsCode"), Treasury Regulations, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service (the "Service") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (such other authorities as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall we have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryconsidered relevant.

Gentlemen. In connection You have previously advised us that Events of Default have occurred under the Credit Agreement under subsections 7.6A (Minimum Interest Coverage Ratio), 7.6B (Maximum Leverage Ratio), and 7.6C (Minimum Consolidated EBITDA) for the period ending October 30, 1998 (the "Financial Covenant Events of Default"). Under subsection 4.2 of the Credit Agreement, the Company is not entitled to borrow upon the occurrence and continuance of an Event of Default, including the Financial Covenant Events of Default. Defined terms which are used herein but not otherwise defined herein shall have the meanings set forth therefor in the Credit Agreement. Over the last several weeks we have had numerous discussions with the captioned Agreement, Company and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Bakex Xxxital Corporation ("AGRBCC") concerning the Company's current financial condition and future prospects. As we have previously discussed with you and BCC, we believe that the Company requires a capital infusion of $5,000,000. We have been advised that BCC has requested the Company to prepare a cash flow forecast prior to making a definitive decision regarding any additional equity contribution. We understand that the cash flow forecast is expected to be available by the close of business today. Notwithstanding the existence of the Financial Covenant Events of Default and without waiving any of BTCC's rights or remedies which arise by virtue of the occurrence and continuance of the Financial Covenant Events of Default or which may arise if any additional Events of Default occur under the Credit Agreement, we hereby advise you that BTCC is prepared, subject to the Company's compliance with the terms and conditions of the Credit Agreement (other than those relating to the Financial Covenant Events of Default), UAG, UAG Realty, LLC ("UAG Realty") and to make Loans to the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order an amount which does not exceed 85% of Eligible Accounts Receivable which arise after the date of this letter. 2 The foregoing special lending arrangement will terminate in the event that additional Potential Events of Default or Events of Default arise under the Credit Agreement or in the event that BCC has not committed in writing to reflect contribute an additional $5,000,000 in cash common equity by December 29, 1998, and has not actually contributed such additional $5,000,000 in cash common equity to the Company by January 13, 1999. This letter, and any additional investment delay or failure by AGR BTCC to exercise at this time any of its rights and remedies, shall not impair any power, right or privilege granted to BTCC in a Property the Credit Agreement or any other property used Loan Document or by law available to it or be construed to be waiver of or acquiescence in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution any Event of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations Default under the Credit Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for Loan Document. Except as modified hereby, the foregoing obligations of Noto. In consideration for the interest conveyed hereinterms, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) provisions and conditions of the monthly payment obligation of Base Annual Rent Credit Agreement and the other Loan Documents (as that term is defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to Credit Agreement) shall remain in full force and effect and in all or any of the Properties other respects are hereby ratified and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Defaultconfirmed. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effectVery truly yours, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the XxxseBT COMMERCIAL CORPORATION, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease Agent and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryLender

Gentlemen. In connection with Reference is made to the captioned Credit Agreement and all capitalized terms used herein which are defined in the Credit Agreement shall have the meanings herein as therein assigned. Pursuant to the terms of the Credit Agreement, an Event of Default has occurred pursuant to Section 12.01(e)(i) as a result of the Parent's failure to make the scheduled interest payment due with respect to the Senior Subordinated Notes on the due date therefor, August 15, 2001, and pursuant to induce Noto Section 12.01(e)(ii) with respect to enter into the resultant cross-default occurring under the TROL Documents arising due to such failure to make such scheduled interest payment. The Parent and complete Borrowers have requested that the transactions contemplated by Lenders and Citicorp USA, Inc., as holder of the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation Supplemental Term Loan Note (the "AGRTerm Note Holder"), UAG, UAG Realty, LLC ("UAG Realty") waive or forbear from exercising their rights and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings remedies with respect to xxx real property underlying the business operations aforesaid Events of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties")Default. The values reflected on Schedule A represent Term Note Holder, the investment in Lenders signatory hereto constituting at least the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease")Requisite Lenders, and the Company subleases Issuing Bank hereby agree, subject to the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) satisfaction of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any that none of the Properties by AGRTerm Note Holder, AGR shall pay to Noto promptly upon completion of any such sale Lenders or transfer an amount xxxxl to twenty percent (20%) of Issuing Bank will, during the positive difference between (i) the actual proceeds received by AGR period commencing on the date of the sale or transfer of the Property as sales pricehereof and ending on September 12, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR 2001 (the "Net Sale ProceedsForebearance Period") ), exercise any rights and (ii) remedies available to them under the Current Value with respect to each Property sold Supplemental Term Loan Note, the Credit Agreement or otherwise transferred by AGR. If the amount calculated pursuant other Loan Documents arising due to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) occurrence of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceedstwo Events of Default identified above; provided, however, that (i) in the foregoing obligations of Noto may only -------- ------- event the interest payment due on August 15, 2001 with respect to the Senior Subordinated Notes is to be satisfied from proceeds from made on the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto date hereof or any other person for date thereafter, the foregoing obligations provisions of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%Section 12.01(q) of the monthly Credit Agreement shall be effective with respect to such payment obligation and the terms of Base Annual Rent this letter shall not be deemed to have waived any requirement thereunder with respect to any such payment and (as defined in ii) the Lease) made by UAG Realty in accordance with right of the Lenders and/or Term Note Holder to issue a "Payment Blockage Notice" under the terms of the Lease as such Base Annual Rent may be increased or decreased from time Indenture pursuant to time. This guarantee shall terminate with respect to each Property upon which the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has Senior Subordinated Notes have been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effectissued, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made whether as a result of the refinancingoccurrence of the above-referenced Events of Default or otherwise, shall not be affected by this letter. The obligations of AGR and Noto hereunder shall terminate aforesaid agreement is expressly conditioned upon the expiration satisfaction of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryfollowing conditions:

Gentlemen. In connection with This letter is to confirm our understanding that the captioned Agreementmaturity of the above- referenced Loan Agreement has been extended to October 25, and to induce Noto to enter into and complete 1996 (the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGRExtension"), UAGsuch that the Due Date, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively as referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as Loan Agreement and related documents, shall mean the earlier of the date hereof (such amounts being of the closing of the public offering of the Borrower's Common Stock and October 25, 1996. Further, the Commitment period, as referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Loan Agreement and UAG Xxxlty is related documents, shall mean the period from and including the Closing Date to but not in default including the earlier of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer closing of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, public offering of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and common stock of USE; (ii) the Current Value with respect USE's decision not to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent pursue a public offering of its common stock; (20%) of xxx difference between (iiii) the Current Value with respect to each Property sold or otherwise transferred decision by AGRUSE's underwriter that the public offering of USE's common stock is not feasible by October 25, 1996; and (iiiv) the Net Sale Proceeds; providedOctober 25, however, that the foregoing obligations 1996. All other terms and conditions of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR Loan Agreement shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is remain in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning meanings ascribed to them by in the Loan Agreement. This If the forgoing confirms your understanding, please indicate acceptance of the Extension of the Anchor Bridge Loan by executing and returning to us the enclosed copy of this letter by facsimile whereupon the Extension shall become effective. Sincerely, U.S. ENERGY SYSTEMS, INC. PLYMOUTH ENVIROSYSTEMS, INC. BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx LEHI ENVIROSYSTEMS, INC. BY: /s/ Xxxxxxx X. Xxxxxx AGREED TO: SOLVATION, INC. BY: /s/ Xxxxx Xxxxxxxxx SECOND AMENDMENT TO SECURITY AGREEMENT, PROMISSORY NOTE AND FINANCING STATEMENT DATED JUNE 15, 1995 (and all collateral documents associated therewith) All collectively hereinafter referred to as the "Anchor Bridge Loan" By and Between ANCHOR CAPITAL COMPANY, LLC ("LENDER") and U.S. ENVIROSYSTEMS, INC. ("BORROWER") AMENDMENT DATED MARCH 11, 1996 It is hereby recognized by Lender and Borrower that Borrower has not as of the date hereinabove finalized its Registration Statement on Form SB-2 nor filed same with the U.S. Securities and Exchange Commission ("SEC"). In addition it is further recognized that the Anchor Bridge Loan shall become due and payable on March 11, 1996 (the "Due Date"), such date being before the projected date of Borrower's completing a public offering of Borrower's securities (the "Public Offering"). Capitalized terms used herein shall have the same meaning as in the Anchor Bridge Loan and the First Amendment unless otherwise noted herein. In recognition of the foregoing facts, and in consideration of Lender's agreement constitutes to extend the entire agreement among Due Date to May 31, 1996, Borrower and Lender agree that the parties with respect Anchor Bridge Loan shall be amended herewith as follows (Nothing contained herein shall be deemed to be a waiver of any of Lender's or Borrower's rights under the Anchor Bridge Loan and the First Amendment to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryAnchor Bridge Loan):

Gentlemen. In connection with Unless otherwise defined herein, capitalized terms used herein shall have the captioned meanings attributable thereto in the Credit Agreement. This Advance Request is delivered to you pursuant to SECTION 2.02 of the Credit Agreement. Purchaser hereby requests an Advance in the aggregate principal amount of $[__________] to be made on [___________ __], and to induce Noto to enter into and complete [20__], which date is the transactions contemplated next-occurring Settlement Date, at the Interest Rate as determined by the xxxxioned Credit Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") . Purchaser hereby represents and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations warrants that each of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used conditions set forth in connection with the business Section 8.02 of the Company, (collectively referred Credit Agreement is satisfied as of this date and will continue to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR be satisfied as of the date hereof of the Advance described above. In addition, Purchaser represents and warrants that each of the representations and warranties made in the Credit Agreement is true and correct in all material respects as if made on this date. Purchaser has caused this Advance Request to be executed and delivered by its duly authorized Senior Officer as of [___________ __], [20__]. SKYWORKS USA, INC. By: Title: EXHIBIT B BLOCKED ACCOUNT AGREEMENT CONTROL AGREEMENT FOR NOTIFICATION AND ACKNOWLEDGMENT OF PLEDGE OR SECURITY INTEREST IN ACCOUNTS This CONTROL AGREEMENT is made and entered into as of July 15, 2003, by and among WACHOVIA BANK, NATIONAL ASSOCIATION (such amounts being referred to herein as the "Current Value"“Depository Bank”), SKYWORKS USA, INC., a Delaware corporation (“Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”). Schedule "A" shall be amended Statement of Facts Depository Bank acknowledges that as of this date it maintains a remittance Lockbox (as such term is defined below) and adjusted from time to time demand deposit account number 2000015149640 in order to reflect any additional investment the name of Borrower (the “Account”), both being governed by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased terms and conditions of the [Deposit Agreement and Disclosures for Non-Personal Accounts] published by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended the Depository Bank from time to time (the "Lease"“Deposit Agreement”), . Borrower has assigned and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG granted to Lender a pledge and Noto have entered into the Agreement which, among other things, servex xx convey a membership security interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) contents of the rent payments due undxx xxx Lease, lockbox and the Account and all funds on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay deposit therein from time to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent time (20%) of the positive difference between (i) the actual proceeds received by AGR other than funds representing collections on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral Unsold Receivables (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as such term is defined in the LeaseCredit Agreement described below)) made to secure Borrower’s obligations to Lender under that certain Credit and Security Agreement dated as of July 15, 2003 (the “Credit Agreement”), by UAG Realty in accordance with and between Lender and Borrower, as the terms of the Lease as such Base Annual Rent same may be increased amended, restated, supplemented, or decreased otherwise modified from time to time. This guarantee shall terminate The parties desire to enter into this Agreement in order to set forth their relative rights and duties with respect to each Property upon the sale Lockbox, the Account and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto all contents and amounts on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended deposit therein from time to time. This agreement To the extent that any conflict may exist between the provisions of the Deposit Agreement and this Agreement, then this Agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarycontrol.

Gentlemen. For the purpose of rendering this opinion, I have examined the proceedings taken by Northern States Power Company, a Minnesota corporation, herein called the "Company," with respect to the issue and sale by the Company of $ principal amount of Senior Notes, Series due , % herein called the "Notes." In connection with therewith I have participated in the captioned preparation of the proceedings for the issuance and sale of the Notes including the Underwriting Agreement dated , between you and the Company relating to your purchase of the Notes, herein called the "Agreement," and have either participated in the preparation of or examined the (i) Indenture dated ________ and the Supplemental Indenture dated as ________ __, and ____, creating the Notes, all from the Company to induce Noto to enter into and complete Norwest Bank Minnesota, National Association, as trustee (the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGRSenior Note Trustee"), UAG, UAG Realty, LLC ("UAG Realty") which Indenture and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (Supplemental Indenture are collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale ProceedsSenior Note Indenture") and (ii) Trust Indenture dated as of February 1, 1937 and the Current Value with respect to each Property sold or otherwise transferred by AGR. If Supplemental Trust Indenture thereto and the amount calculated pursuant to Supplemental Trust Indenture dated as of ____________________, creating the immediately preceding sentence is less than zeroBonds, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds all from the Collateral Company to Xxxxxx Trust and Savings Bank, as trustee (as defixxx belowwhich Trust Indenture and Supplemental Trust Indenture herein collectively called the "First Mortgage Indenture"), if any, and except for the Collateral or proceeds therefrom AGR shall . I also have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined participated in the Lease) made by UAG Realty in accordance with preparation of or examined the terms registration statement and any amendments thereto and the accompanying prospectuses and any supplements thereto, as filed under the Securities Act of the Lease 1933, as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company amended (the "CollxxxxxxAct") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect), Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereofNotes. Whenever the terms "Registration Statement" or "Prospectus" are used herein, they shall have the respective meanings set forth in the Agreement. My examination has extended to all statutes, records, instruments, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect documents which I have deemed necessary to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryexamine for the purposes of this opinion.

Gentlemen. In connection with the captioned AgreementThe undersigned hereby agrees to purchase directly from you, and you agree to induce Noto sell xx xxx undersigned, upon the terms and subject to enter into and complete the transactions contemplated by conditions set forth herein, an aggregate of 4,000,000 shares (the xxxxioned Agreement, Automotive Group Realty, LLC"Shares") of Common Stock of Adelphia Communications Corporation, a wholly owned subsidiary of Penske Corporation Delaware corporation (the "AGRCompany"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations at a purchase price of the Company and its subsidiaries$43.25 per share. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and Each capitalized term used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts without being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them it in the underwriting agreement, of even date herewith, to be entered by the Agreement. This letter agreement constitutes the entire agreement among the parties Company and Goldman, Sachs & Co. with respect to the subject matter offering and sale of 4,000,000 xxarxx (xxcluding the over-allotment option) of Common Stock (the "Underwriting Agreement"). The parties hereto agree that the undersigned is entitled to rely on the representations and warranties made by the Company in the Underwriting Agreement; provided, however, that the undersigned represents and warrants to the Company that such representations and warranties are true and correct to the best of its knowledge. This Agreement shall be effective immediately prior to the execution and delivery, by the parties thereto, of the Underwriting Agreement and shall be null and void in the event that the Underwriting Agreement is not entered into within 5 business days of the date hereof. The purchase and sale of the Shares as contemplated hereby shall take place on the Closing Date concurrently with the closing on the Common Stock under the Underwriting Agreement. No commissions or discounts shall be paid to any placement agent for such purchase or sale of the Shares. The Shares shall be purchased and shall be held for investment. The obligations of the parties hereto are conditioned upon the concurrent closing on the purchase and sale of the Common Stock as contemplated by the Underwriting Agreement. This Agreement shall be terminated without liability on the part of any party hereto in the event that the Underwriting Agreement is terminated. This Agreement may be executed in one or more counterparts each of which, taken together, shall constitute one and supersedes any prior agreement or understanding among them includingthe same agreement. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the principles of conflicts of law thereof. Very truly yours, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- HIGHLAND HOLDINGS II By: Robert H. Kurnick/s/ Michael J. Rigas Xxxx: Title: General Partner Agreed to and accepted by on this 11th day of January, Jr. 1999. ADELPXXX XXMMUNICATIONS CORPORATION By: Aaron Michael Its/s/ James Brown Name: Assisxxxx Xxxxxxxxx ItsTitle: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryPresident

Gentlemen. In connection with Reference is made to (a) the captioned AgreementSale Agreement and (b) that certain Deposit Escrow Agreement (the "Deposit Escrow Agent") dated as of March 11, 1996 by and to induce Noto to enter into among the Sellers, Purchaser and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Lawyers Title Insurance Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "PropertiesDeposit Escrow Agent"). The values reflected on Schedule A represent All initially capitalized terms used herein shall have the investment meanings set forth in the properties made by AGR as of Sale Agreement. Sellers and Purchaser hereby mutually agree to commence the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29Escrow Closing on June 24, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest 1996 in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share offices of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx LeaseXxxxxxx Procter & Xxxx LLP, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the LeaseExchange Place, upon the sale and transfer of all or any of the Properties by AGRBoston, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale ProceedsMA at 10:00 am; provided, however, that nothing contained herein is intended to extend the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below)Escrow Closing Date, if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) time remaining of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms essence of the Lease Sale Agreement. By mutual agreement, the first sentence of Section 9.1 of the Sale Agreement is hereby deleted and the following replaced therefor: The Escrow Closing shall occur at the offices of Xxxxxxx Procter & Xxxx LLP, Exchange Place, Boston, MA at 10:00 am on June 27, 1996 (or such other date, time and place as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property mutually agreed upon the sale by Sellers and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company Purchaser) (the "CollxxxxxxEscrow Closing Date") which is pledged to AGR in accordance with a Pledge Agreement ). Sellers and Purchaser hereby agree that the final clause of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any Section 6E of the Properties and agrees Management Agreement to provide Noto with an opportunity to cure such default on be executed at the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent Escrow Closing (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them added by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1June 13, 20011996) shall be as follows: ", together with respect the Cash Flow attributed to such subject matterthe period from May 14, 1996 through the Escrow Closing Date." Sellers and Purchaser hereby agree that the last two sentences of Section 10.3 of the Sale Agreement are hereby deleted and the following are replaced therefor: In the event immediately available federal funds are held in escrow under the Closing Escrow Agreement, (a) Purchaser shall be entitled to the interest earned on the portion of the Escrowed Purchase Price which will be paid to parties other than Sellers, and (b) Sellers shall be entitled to the interest on the remaining portion of the Escrowed Purchase Price with interest being deemed to begin to accrue as of June 20, 1996. UAG CONNECTICUT IIn the event immediately available federal funds are not held in escrow under the Closing Escrow Agreement Purchaser shall pay to Sellers at Closing an amount (the "Interest Factor") equal to the product of that portion of the Escrowed Purchase Price paid to Sellers at the Closing multiplied by an interest rate per annum equal to the six (6) month U.S. Treasury Xxxx rate published in the Wall Street Journal on June 20, LLC AUTOMOTIVE GROUP REALTY1996 for the number of days from June 20, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx1996 through and including the Closing Date. Xxx: Assistant SecretarySellers and Purchaser hereby delete Section 13.2 of the Sale Agreement and replace the following therefor:

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase _________ Warrants ("Insider Warrants") at $0.60 per Insider Warrant, of China Opportunity Acquisition Corp. (the "Corporation") for an aggregate purchase price of $_______ ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary Corporation's initial public offering of Penske Corporation securities ("AGRIPO") which is being underwritten by EarlyBirdCapital, Inc. ("EBC"), UAG, UAG Realty, LLC ("UAG Realty") . The Insider Warrants will be sold to the undersigned on a private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title At least 24 hours prior to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used effective date of the registration statement filed in connection with the business IPO ("Registration Statement"), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the CompanyIPO, Xxxxxxxx Xxxxxx (collectively referred to herein "GM") shall deposit the Purchase Price, without interest or deduction, into the trust fund ("Trust Fund") established by the Corporation for the benefit of the Corporation's public stockholders as the "Property" or "Properties"). The values reflected on Schedule A represent the investment described in the properties made by AGR as Corporation's Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date hereof the Purchase Price is delivered to GM, GM shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that he has been advised that the Insider Warrants have not been registered under the Securities Act; that he is acquiring the Insider Warrants for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that he is an "accredited investor" as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (such amounts being referred to herein as the "Current ValueSecurities Act"); and that he is familiar with the proposed business, management, financial condition and affairs of the Corporation. Schedule "A" Moreover, the undersigned agrees that he shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property not sell or transfer the Insider Warrants or any underlying securities until after the Corporation consummates a merger, capital stock exchange, asset acquisition or other property used similar business combination with an operating business ("Business Combination") and acknowledges that the certificates for such Insider Warrants shall contain a legend indicating such restriction on transferability. The Company hereby acknowledges and agrees that, in the event the Company calls the Warrants for redemption pursuant to that certain Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company in connection with the Company's businessIPO, the Insider Warrants shall not be redeemable by the Company so long as such Insider Warrants are held by the undersigned or his affiliates. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), terms of this agreement and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, restriction on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties transfers with respect to the subject matter hereofInsider Warrants may not be amended without the prior written consent of EBC. Very truly yours, and supersedes any prior agreement or understanding among them including, but not limited ___________________ Agreed to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- : China Opportunity Acquisition Corp. By: Robert H. Kurnick, Jr. _____________________________________ Name: Xxxxx Xxxxxxx Title: Chief Executive Officer Xxxxxxxx Xxxxxx By: Aaron Michael Its_____________________________________ Name: Assisxxxx Xxxxxxxxx ItsXxxxx Xxxx Xxxxxx Title: Vice Xxxxxxxxx UAG REALTYManaging Partner EarlyBirdCapital, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- Inc. By: Robert H. Kurnick, Jr. By_____________________________________ Name: Lucio A. Noto ItsXxxxxx Xxxxxx Title: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryManaging Director

Gentlemen. In connection with Reference is made to the captioned Convertible Debenture Purchase Agreement (the "Purchase Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAGof even date hereof, UAG Realtybetween the Company and the undersigned (the "Purchasers"), LLC pursuant to which the Company will issue and sell to the Purchasers: (i) an aggregate principal amount of $10,000,000 of the Company's 5% Convertible Debentures, due April 6, 2005 (the "UAG RealtyInitial Debentures"), (ii) Common Stock purchase warrants, each in the form of Exhibit D to the Purchase Agreement, pursuant to which the holder thereof shall have the right, under certain circumstances described therein, to acquire shares of Common Stock upon the terms set forth therein (the "Initial Warrants") and (iii) certain additional Common Stock purchase warrants, each in the Company have all agreed form of Exhibit E to execute the Purchase Agreement (the "Class B Warrants"), for an aggregate purchase price of $10,000,000. Capitalized terms used and deliver to Noto not otherwise defined in this letter setting that are defined in the Purchase Agreement shall have the meanings set forth certain understandings with respect to xxx real property underlying in the business operations of Purchase Agreement. The Initial Warrants and the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (Initial Debentures are sometimes collectively referred to herein as the "PropertyInitial Securities." or "Properties"). The values reflected on Schedule A represent Purchasers shall, severally and not jointly, commit, subject to and upon the investment in the properties made by AGR as of the date hereof (such amounts being referred terms and conditions hereof, to herein as the "Current Value"). Schedule "A" shall be amended and adjusted purchase from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases shall sell to the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent Purchasers (20%A) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long First Additional Closing Date (as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between defined herein): (i) up to $10,000,000 principal amount of the actual proceeds received by AGR on Company's 5% Convertible Debentures, due five years from the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR Side Letter 2 their issuance (the "Net Sale ProceedsFirst Additional Debentures") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR), and (ii) additional Initial Warrants pursuant to which the Net Sale Proceeds; holders thereof shall have the right at any time and from time to time thereafter through the fifth anniversary of the First Additional Closing (as defined herein) to acquire an aggregate of up to 115,000 shares of Common Stock (the "First Additional Warrants" and together with the First Additional Debentures, the "First Additional Securities"), for an aggregate purchase price of up to 10% of the market capitalization of the Common Stock on the First Additional Closing Date, not to exceed $10,000,000 (the "First Additional Purchase Price"), provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) each Purchaser's portion of the monthly payment obligation First Additional Purchase Price (and the First Additional Securities issuable therefor) shall be reduced by the sum of Base Annual Rent (I) the aggregate amount of the Exercise Prices (as defined in the LeaseClass B Warrants) made paid by UAG Realty in accordance with the terms such Purchaser pursuant to exercises of the Lease as Class B Warrant issued to it, on or prior to the First Additional Closing Date and (II) the maximum aggregate amount of Exercise Prices that could have been payable upon exercise of the portion, if any, of the Class B Warrant issued to such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of Purchaser that Property is redeemed by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company on or prior to the First Additional Closing Date (the "CollxxxxxxCash Amount") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto and (B) on any written notice of an Event of Default the Second Additional Closing Date (as defined in the Xxxxeherein): (i) provided up to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the $10,000,000 principal amount of the payments made under Company's 5% Convertible Debentures, due five years from the Lease to AGR has been structured to provide AGR with sufficient funds to pay date of their issuance (the interest only on its mortgage loan relating to the Property "Second Additional Debentures" and together with a reasonable sum above such interest costs the First Additional Debentures, the "Additional Debentures"), and (ii) additional Initial Warrants pursuant to reimburse AGR for expenses incurred in connection with its administration of which the Property. While this Agreement is in effect, Noto holders thereof shall have the right to participate in at any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR time and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement time thereafter through the fifth anniversary of the Second Additional Closing (as defined herein) to acquire an aggregate of up to 115,000 shares of Common Stock (the "Second Additional Warrants" and together with the First Additional Warrants, the "Additional Warrants") (the Second Additional Debentures and the Second Additional Warrants are collectively, the "Second Additional Securities"), for an aggregate purchase price of up to 10% of the market capitalization of the Common Stock on the Second Additional Closing Date, not to exceed $10,000,000 (the "Second Additional Purchase Price"), provided, that each Purchaser's portion of the Second Additional Purchase Price (and the Second Additional Securities issuable therefor) shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them be reduced by the Agreementsum of (I) the aggregate amount of the Exercise Prices paid by such Purchaser pursuant to exercises of the Class B Warrant issued to it, during the period between the First Additional Closing Date and the Second Additional Closing Date, (II) the maximum aggregate amount of Exercise Prices that could have been payable upon exercise of the portion, if any, of the Class B Warrant issued to such Purchaser that is redeemed by the Company during the period between the First Additional Closing Date and the Second Additional Closing Date and (C) if the Cash Amount exceeds $10,000,000, the difference between the Cash Amount and $10,000,000. This The commitment of the Purchasers set forth in this letter agreement constitutes the entire agreement among the parties with respect is subject to the subject matter hereofterms, conditions and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryqualifications set forth below:

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase Warrants (“Private Placement Warrants”) at $1.00 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Greenwich PMV Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Private Placement Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the xxxxioned Agreementunderwriters set forth in the Company’s IPO prospectus included in the Registration Statement, Automotive Group Realty, LLC, for which Ladenburg Xxxxxxxx & Co. Inc. (“Ladenburg”) is acting as representative. The Private Placement Warrants will be sold to the undersigned on a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title Except as set forth herein, the Private Placement Warrants shall be identical to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used warrants issued in the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to GM, GM shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that he has been advised that the Private Placement Warrants (including the underlying shares of common stock) have not been registered under the Securities Act; that he is acquiring the Private Placement Warrants for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Private Placement Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and that he is familiar with the proposed business, management, financial condition and affairs of the Corporation. Moreover, the undersigned agrees that he shall not sell or transfer the Private Placement Warrants or any underlying securities (except (i) to another officer or director of the Company, (collectively referred ii) to herein as relatives and trusts for estate planning purposes, (iii) by virtue of the "Property" laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or "Properties")(v) to an entity’s members upon its liquidation to the extent the Private Placement Warrants are subsequently transferred to an entity, in each case, subject to the transferee agreeing to such transfer restrictions) until after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) meeting the requirements set forth in the Registration Statement and acknowledges that the certificates for such Private Placement Warrants shall contain a legend indicating such restriction on transferability. The values reflected Company hereby acknowledges and agrees that the Private Placement Warrants will be exercisable on Schedule A represent the investment a cashless basis and, in the properties made event the Company calls the Warrants for redemption pursuant to that certain Warrant Agreement to be entered into by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended Company and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used Continental Stock Transfer & Trust Company in connection with the Company's business’s IPO, shall not be redeemable by the Company so long as such Private Placement Warrants are held by the undersigned or his permitted transferees. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), terms of this agreement and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, restriction on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties transfers with respect to the subject matter hereofPrivate Placement Warrants may not be amended without the prior written consent of Ladenburg. Very truly yours, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT IGreenwich Acquisition, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- Agreed to: Greenwich PMV Acquisition Corp. By: Robert H. Kurnick, Jr. Name: Title: Xxxxxxxx Xxxxxx By: Aaron Michael ItsName: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryTitle:

Gentlemen. In connection with The Company has requested the captioned Agreementfinancing and modifications to the Waiver as described in the attached Waiver Extension Term Sheet (the “Term Sheet”). The undersigned hereby confirms its commitment to agree to provide the financing and make the modifications to the Waiver as described in the Term Sheet, subject only to (a) the preparation, execution and to induce Noto to enter into delivery of a reasonably acceptable amendment and complete other loan documents incorporating substantially the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") terms and the Company have all agreed to execute conditions outlined in the Term Sheet on or before November 30, 2006 and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying (b) there being no material adverse change in the business business, assets, liabilities, properties, condition (financial or otherwise) or results of operations of the Company and its subsidiaries. AGR currently holds title subsidiaries on a consolidated basis since the date hereof (as disclosed to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired undersigned by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR Company as of the date hereof (such amounts being referred to herein as the "Current Value"hereof). Schedule "A" The undersigned has, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own decision to enter deliver this letter. Very truly yours, Bank Lender Name: By: Title: Confidential Discussion Term Sheet ProQuest Company PROQUEST COMPANY WAIVER EXTENSION TERM SHEET DRAFT FOR SETTLEMENT DISCUSSION PURPOSES ONLY October 2006 This term sheet is not intended to be, and shall not be amended construed as, a commitment by any party to enter into the transactions described below, nor as an offer to purchase or sell any security described herein. This term sheet has not been approved by the Creditors, the Administrative Agent or the Collateral Agent, and adjusted does not set forth all material terms of a possible transaction, but is intended merely to facilitate settlement discussions. All terms of this proposed term sheet remain subject to change. No legally binding obligation of any party will arise unless and until definitive documentation is executed. This term sheet is provided as a settlement document in furtherance of settlement discussions. Accordingly, this term sheet is entitled to protection from time disclosure or use in any evidentiary proceeding pursuant to time in order to reflect any additional investment by AGR in a Property Federal Rule of Evidence 408 or any other property used in connection with the Company's businessapplicable rule of evidence. This term sheet does not constitute a solicitation of votes for a plan of reorganization. The Properties are currently leased by UAG Realty from AGR pursuant following outlines the modifications to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time implemented under an amendment (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%“Waiver Amendment”) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement discussed among the parties with respect to the subject matter hereofWaiver and Omnibus Amendment Agreement dated as of May 2, 2006 (the “Waiver”) among ProQuest Company, a Delaware corporation (the “Company”), the subsidiary guarantors party thereto, the Noteholders party thereto, the Bank Lenders party thereto, the 2006 Lenders party thereto, and supersedes any prior agreement or understanding among them includingLaSalle Bank Midwest National Association, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryas Collateral Agent.

Gentlemen. In connection with the captioned Agreement, The undersigned hereby subscribes for and agrees to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation purchase 208,334 units ("AGRInsider Units"), UAGeach consisting of one share of common stock and two warrants, UAG Realtyeach to purchase one share of common stock, LLC of Ascend Acquisition Corp. (the "Corporation"), at $6.00 per Insider Unit for an aggregate purchase price of $1,250,004 ("UAG RealtyPurchase Price") ). The purchase and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations issuance of the Company and its subsidiariesInsider Units shall occur simultaneously with the consummation of the Corporation's initial public offering of securities ("IPO"). AGR currently holds title The Insider Units will be sold to the real property described undersigned on Schedule "A" attached hereto a private placement basis and all improvements thereon, along with any other real property acquired by AGR and used not part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO ("Registration Statement"), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, Xxxxxxxx Xxxxxx shall deposit the Purchase Price, without interest or deduction, into the trust fund ("Trust Fund") established by the Corporation for the benefit of the Corporation's public stockholders as described in the Corporation's Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated, (collectively referred GM shall return the Purchase Price to herein as the "Property" undersigned, without interest or "Properties")deduction. The values reflected on Schedule A represent undersigned represents and warrants that it has been advised that the Insider Units have not been registered under the Securities Act; that it is acquiring the Insider Units for its account for investment in the properties made by AGR as purposes only; that it has no present intention of selling or otherwise disposing of the date hereof (such amounts being referred to herein Insider Units in violation of the securities laws of the United States; that it is an "accredited investor" as defined by Rule 501 of Regulation D promulgated under the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000Securities Act of 1933, as amended and as may be amended from time to time (the "LeaseSecurities Act"), ; and the Company subleases the Properties from UAG Realty, LLC. In connection that it is familiar with the execution of this letterproposed business, UAG management, financial condition and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) affairs of the rent payments due undxx xxx LeaseCorporation. Moreover, on the terms and conditions set forth below. So long as Noto is undersigned agrees that he shall not in default of its obligations under sell or transfer the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all Insider Units or any of underlying securities (collectively, "Insider Securities") until after the Properties by AGRCorporation consummates a merger, AGR shall pay to Noto promptly upon completion of any such sale capital stock exchange, asset acquisition or transfer other similar business combination with an amount xxxxl to twenty percent operating business (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale ProceedsBusiness Combination") and (ii) acknowledges that the Current Value with respect to each Property sold or otherwise transferred by AGRcertificates for such Insider Units shall contain a legend indicating such restriction on transferability. If the amount calculated pursuant to Company solicits approval of its stockholders of a Business Combination, the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) undersigned will vote all shares of xxx difference between (i) common stock included within the Current Value with respect to each Property sold or otherwise transferred Insider Securities owned by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty him in accordance with the terms majority of the Lease as such Base Annual Rent may be increased or decreased from time to timevotes cast by the holders of the shares of common stock issued in the Company's IPO. This guarantee shall terminate Additionally, the undersigned hereby waives, with respect to each Property upon the sale Insider Securities, any and transfer all right, title, interest or claim of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company any kind (the "CollxxxxxxClaim") which is pledged in or to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any distribution of the Properties Trust Fund and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount any remaining net assets of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made Corporation as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration liquidation of the term of Company and hereby waives any Claim the Xxxseundersigned may have in the future as a result of, as extended from time to time. This agreement shall or arising out of, any contracts or agreements with the Company and will not serve to eliminate, modify or alter seek recourse against the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes Trust Fund for any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryreason whatsoever.

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase 2,833,333 Warrants ("Insider Warrants") at $0.60 per Insider Warrant, of Renaissance Acquisition Corp. (the "Corporation") for an aggregate purchase price of $1,699,999.80 ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary Corporation's initial public offering of Penske Corporation securities ("AGRIPO") which is being underwritten by Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"), UAG, UAG Realty, LLC ("UAG Realty") . The Insider Warrants will be sold to the undersigned on a private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title At least 24 hours prior to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used effective date of the registration statement filed in connection with the business IPO ("Registration Statement"), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx ("GM") to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund ("Trust Fund") established by the Corporation for the benefit of the Corporation's public stockholders as described in the Corporation's Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the Purchase Price being delivered to GM, GM shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that it has been advised that the Insider Warrants have not been registered under the Securities Act; that it is acquiring the Insider Warrants for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that it is an "accredited investor" as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (collectively referred to herein as the "Property" or "PropertiesSecurities Act"); and that it is familiar with the proposed business, management, financial condition and affairs of the Corporation. Moreover, the undersigned agrees that it shall not sell or transfer the Insider Warrants until 30 days after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business ("Business Combination") and acknowledges that the Insider Warrants will be held in escrow during such time period and the certificates for such Insider Warrants shall contain a legend indicating such restriction on transferability. The values reflected on Schedule A represent the investment Corporation hereby acknowledges and agrees that, in the properties made event the Company calls its public Warrants for redemption pursuant to that certain Warrant Agreement to be entered into by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended Company and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used Continental Stock Transfer & Trust Company in connection with the Company's business. The Properties are currently leased IPO, the Company shall allow the undersigned or its affiliates to exercise any Insider Warrants by UAG Realty from AGR pursuant surrendering such Insider Warrants for that number of shares of Common Stock equal to a Lease Agreement dated September 29the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Insider Warrants, 2000, as amended multiplied by the difference between the Warrant exercise price and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent Fair Market Value" (20%defined below) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent by (20%y) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarythe

Gentlemen. In connection The undersigned hereby acknowledges that Landlord intends to encumber the Property with a deed of trust in favor of Lender. The undersigned further acknowledges the captioned Agreementright of Landlord, Lender and any and all of Landlord's present and future lenders to induce Noto to enter rely upon the statements and representations of the undersigned contained in this Certificate and further acknowledges that any loan secured by any such deed of trust or further deeds of trust will be made and entered into in material reliance on this Certificate. Given the foregoing, the undersigned Tenant hereby certifies and complete the transactions contemplated by the xxxxioned Agreementrepresents unto Lender, Automotive Group Realtyits successors and assigns, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations above described Lease, a true and correct copy of which is attached as Exhibit A hereto, as follows: All space and improvements covered by the Company Lease have been completed and its subsidiaries. AGR currently holds title furnished to the real property described on Schedule "A" attached hereto satisfaction of Tenant, all conditions required under the Lease have been met, and all improvements thereonTenant has accepted and taken possession of and presently occupies the Leased Premises, along with any other real property acquired by AGR and used in connection with the business consisting of the Company, (collectively referred to herein as the "Property" or "Properties")approximately ____________ square feet. The values reflected on Schedule A represent the investment in the properties made by AGR as Lease is for a total term of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29________ years, 2000________ months commencing _______________, as amended and as may be amended from time to time (the "Lease")19___, and the Company subleases the Properties from UAG Realtyending _______________, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR19___, and has not been modified, altered or amended in any respect and contains the entire agreement between Landlord and Tenant, except as follows: ______________________________________________________ (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below)list amendments and modifications other than those, if any, attached to and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) forming a part of the monthly payment obligation Lease as well as any verbal agreements, or write "None"). As of Base Annual Rent (as defined in the Lease) made by UAG Realty date hereof, the annual minimum rent under the Lease is $_______________, subject to any escalation and/or percentage rent and/or common area maintenance charges, in accordance with the terms and provisions of the Lease. No rent has been paid by Tenant in advance under the Lease except for $_______________, which amount represents rent for the period beginning _______________, 19___, and ending _______________, 19___, and Tenant has no current charge or claim of offset under said Lease or otherwise, against rents or other amounts due or to become due thereunder. No "discounts", "free rent" or "discounted rent" have been agreed to or are in effect except for ___________________________________________________________________________. A Security Deposit of $_______________ has been made and is currently being held by Landlord. Tenant has no claim against Landlord for any deposit or prepaid rent except as provided in Paragraphs 4 and 5 above. The Landlord has satisfied all commitments, arrangements or understandings made to induce Tenant to enter into the Lease, and to Tenant's knowledge, after due inquiry, the Landlord is not in any respect in default in the performance of the terms and provisions of the Lease, nor is there now any fact or condition which, with notice or lapse of time or both, would become such a default. Tenant is not in any respect in default under the terms and provisions of the Lease (nor is there now any fact or condition which, with notice or lapse of time or both, would become such a default) and has not assigned, transferred or hypothecated its interest under the Lease, except as such Base Annual Rent may be increased or decreased from time to timefollows: __________________________________________________________________. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest Except as expressly provided in the Company (the "Collxxxxxx") which is pledged to AGR Lease or in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all amendment or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating supplement to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effectLease, Noto shall Tenant (i) does not have the any right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of renew or extend the term of the XxxseLease; (ii) does not have any option or preferential right to purchase all or any part of the Leased Premises or all or any part of the building or premises of which the Leased Premises are a part; and (iii) does not have right, as extended from time to time. This agreement shall not serve to eliminatetitle, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties interest with respect to the subject matter hereofLeased Premises other than as Tenant under the Lease. There are no understandings, and supersedes contracts, agreements, subleases, assignments, or commitments of any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, kind whatsoever with respect to such subject matterthe Lease or the Leased Premises except as expressly provided in the Lease or in any amendment or supplement to the Lease set forth in Paragraph 2 above, copies of which are attached hereto. UAG CONNECTICUT ITo Tenant's knowledge, LLC AUTOMOTIVE GROUP REALTYafter due inquiry, LLC /s/ Robert H. Kurnickthe Lease is in full force and effect and Tenant has no defenses, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- Bysetoffs, or counterclaims against Landlord arising out of the Lease or in any way relating thereto or arising out of any other transactions between Tenant and Landlord. The current address to which all notices to Tenant as required under the Lease should be sent is: Robert H. Kurnick_____________________________________________________________________________. Dated: _______________, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx19___. Xxx: Assistant Secretary________________________________________ "TENANT"

Gentlemen. In connection with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title Reference hereby is made to the real property above-described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, the term of which presently is scheduled to expire on the March 31, 1998. Capitalized terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, used but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below)defined in this agreement, if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees same meanings as are ascribed to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined them in the Lease) made by UAG Realty in accordance with . Tenant has requested that Landlord agree to extend the terms term of the Lease as such Base Annual Rent may be increased or decreased for a period of one (1) month beyond the present expiration date thereof, in order to facilitate the orderly removal by Tenant from time the Building, and the relocation by Tenant to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effectnew premises, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the AgreementLease. This letter will confirm our mutual understanding and agreement constitutes that, effective as of January 21, 19__, the entire agreement among term of the parties with respect Lease, for all of the premises demised thereby (the "Premises"), hereby is extended for a further period of one (1) month beyond the presently scheduled expiration date of the term (the "Extended Term"), commencing on April 1, 1998 and ending on April 30, 1998 (the "New Expiration Date"). Tenant's occupancy of the Premises during the Extended Term shall be upon and subject to all of the same terms, covenants, conditions, provisions and agreements contained in the Lease, except that, from and after January 21, 1998, Tenant shall have no right or privilege whatsoever to assign the Tenant's interest in the Lease, or to sublet all or any portion of the Premises, or to make any alterations to the subject matter hereofPremises, in each case without the prior written consent of the Landlord, which Landlord may grant or withhold in its sole discretion. Tenant hereby acknowledges and agrees that Landlord will perform no work in and will make no improvements to the Premises in connection with Tenant's use and occupancy thereof during the Extended Term, and supersedes any prior agreement or understanding among them includingTenant accepts the Premises in their condition and state of repair existing on the date hereof. Tenant hereby represents and warrants to Landlord, but not limited toand covenants with Landlord, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarythat:

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase Warrants (“Insider Warrants”) at $1.10 per Insider Warrant, of Rhapsody Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations consummation of the Company and its subsidiariesCorporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EBC”). AGR currently holds title The Insider Warrants will be sold to the real property described undersigned on Schedule "A" attached hereto a private placement basis and all improvements thereon, along with any other real property acquired by AGR and used not part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, Xxxxxxxx Xxxxxx shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the Purchase Price being delivered to Xxxxxxxx Xxxxxx, (collectively referred Xxxxxxxx Xxxxxx shall return the Purchase Price to herein as the "Property" undersigned, without interest or "Properties")deduction. The values reflected on Schedule A represent undersigned represents and warrants that he has been advised that the Insider Warrants have not been registered under the Securities Act; that he is acquiring the Insider Warrants for his account for investment in the properties made by AGR as purposes only; that he has no present intention of selling or otherwise disposing of the date hereof (such amounts being referred to herein Insider Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000Securities Act of 1933, as amended and as may be amended from time to time (the "Lease"“Securities Act”), ; and the Company subleases the Properties from UAG Realty, LLC. In connection that he is familiar with the execution of this letterproposed business, UAG management, financial condition and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) affairs of the rent payments due undxx xxx LeaseCorporation. Moreover, on the terms and conditions set forth below. So long as Noto is undersigned agrees that he shall not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale sell or transfer the Insider Warrants until after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an amount xxxxl to twenty percent operating business (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds"“Business Combination”) and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, acknowledges that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except certificates for the Collateral or proceeds therefrom AGR such Insider Warrants shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as contain a legend indicating such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto restriction on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarytransferability.

Gentlemen. In connection with the captioned Agreement, and Xx xxxx acted as counsel to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLCTorque Engineering Corporation, a wholly owned subsidiary of Penske Corporation Delaware corporation ("AGRTorque"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business filing of the Company, a Registration Statement on Form S-8 (collectively referred to herein as the "Property" or Registration Statement"Properties"). The values reflected on Schedule A represent ) to register under the investment in the properties made by AGR Securities Act of 1933, as amended, 500,000 shares of the date hereof Torque common stock (such amounts being referred to herein as the "Current ValuePlan Shares"). Schedule "A" shall be amended and adjusted ) issuable from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with upon the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended exercise of options ("Options") granted under the Plan and as may be amended from time to time 35,543 shares of Torque common stock (the "LeaseBennett Shares"), and ) issuable pursuant to the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) terms of the rent payments due undxx xxx LeaseAgreement. Xn that connection, on we have examined executed originals or copies, certified or otherwise identified to our satisfaction, of the terms and conditions set forth below. So long as Noto is not in default of its obligations under Plan, the Agreement and UAG Xxxlty is not in default such other documents, corporate records and instruments as we have deemed necessary for the purposes of its obligations the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based upon the foregoing, we are of the opinion that the Plan Shares, when issued upon exercise of the Options granted under the Lease, Plan and upon the sale and transfer of all or any payment of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty option exercise price in accordance with the terms of the Lease as such Base Annual Rent may Plan, will be increased or decreased from time to timelegally issued, fully paid and nonassessable. We also are of the opinion that the Bennett Shares, when issued upon the terms stated in the Agreement anx xxxx rendering of the services stated therein, will be legally issued, fully paid and nonassessable. This guarantee shall terminate with respect opinion is limited to each Property upon the sale matters expressly stated herein. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States and transfer the laws of that Property by AGRthe State of Delaware. This guaranty is secured by Noto's limited liability ownership interest We do not undertake to advise you of any changes in the Company (the "Collxxxxxx") which is pledged to AGR opinion expressed herein resulting from changes in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined law, changes in the Xxxxe) provided to UAG Realty under the Lease with respect to all facts or any of other matters that might occur or be brought to our attention after the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Defaultdate hereof. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating We hereby consent to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration filing of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating opinion as an exhibit to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancingRegistration Statement. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryVery truly yours,

Gentlemen. In connection with 1. From time to time the captioned Agreement, and undersigned expects to induce Noto become or has become indebted or otherwise obligated or liable to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used you in connection with the business letter of the Companycredit or acceptance transactions, trust receipt transactions, or other loan or financial accommodations (collectively such indebtedness, obligations and liabilities being hereinafter referred to herein as the "Property" Obligation(s)"). In consideration of the Obligations, the undersigned agrees that, in order to provide you with security for payment and performance of all the Obligations, you shall have a security interest in all of the personal property and fixtures of the undersigned, now or hereafter existing or acquired, of any type or description, including but not limited to all of the inventory of the undersigned wherever located, whether raw, in process or finished; all materials or equipment usable in processing the same; all documents of title covering any inventory; all equipment, furniture, trade fixtures and furnishings employed in the operation of the undersigned's business; all of the undersigned's contract rights, accounts receivable, general intangibles, instruments, investment securities, chattel paper, notes, drafts, acceptances, and all bank balances of the undersigned with you or other claims of the undersigned against you and the proceeds and products of each of the foregoing in any form whatsoever (all of the foregoing being hereinafter referred to collectively as the "PropertiesCollateral"). The values reflected on Schedule A represent undersigned agrees that should the investment in the properties made by AGR as aggregate market value of the date hereof Collateral at any time suffer any decline in value or should any property be deemed by you to be unsatisfactory or inadequate, or should such property fail to conform to legal requirements, the undersigned will upon request deliver to you additional Collateral or will make one or more payments on account of the Obligations to your satisfaction. To the extent that the aforesaid Collateral may consist of capital stock, it is further agreed that, in event of any new or additional certificate(s) of stock being issued (as stock dividends or otherwise) relative to any such amounts being referred to herein capital stock, held at the time as the "Current Value"). Schedule "A" Collateral hereunder, such certificate(s) shall be amended deemed an increment to the stock so held and adjusted from time under pledge to time in order you and that therefore, such certificate(s) will-to reflect any additional investment the extent received by AGR in a Property or any other property used in connection with placed under the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) control of the rent payments due undxx xxx Leaseundersigned-be held or controlled in trust for you and will be promptly delivered to you (in form, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay for transfer) to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), held hereunder if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryyou so request.

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Warrants”), each to purchase one share of common stock of Trio Merger Corp. (the “Corporation”), at $0.50 per Warrant, for an aggregate purchase price of $_____ (“Purchase Price”). The closing of the purchase of the Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations consummation of the Company and its subsidiariesCorporation’s initial public offering of securities (“IPO”). AGR currently holds title EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Warrants will be sold to the real property described undersigned on Schedule "A" attached hereto a private placement basis and all improvements thereon, along with any other real property acquired by AGR and used not as part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall wire the Purchase Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow Agent”), to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public shareholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to the Escrow Agent, the Escrow Agent shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that he has been advised that the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); that he is acquiring the Warrants for its account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; that he is familiar with the proposed business, management, financial condition and affairs of the Corporation; and that he understands that if the Corporation does not complete a Business Combination (defined below), the Warrants will expire worthless. The undersigned agrees that he shall not sell or transfer the Warrants or any underlying securities until after the Corporation consummates a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (“Business Combination”) with one or more businesses or entities (except for transfers (i) if the undersigned is an entity, as a distribution to partners, members or stockholders of the undersigned upon the liquidation and dissolution of the undersigned, (collectively referred ii) by bona fide gift to herein a member of the undersigned’s immediate family or to a trust, the beneficiary of which is the undersigned or a member of the undersigned’s immediate family for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death of the undersigned, (iv) pursuant to a qualified domestic relations order, or (v) by private sales at prices no greater than the price at which the Warrants were originally purchased, in each case on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the transfer restrictions of this Subscription Agreement and the Warrant Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company and filed as an exhibit to the "Property" or "Properties"Registration Statement). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, undersigned acknowledges that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except certificates for the Collateral or proceeds therefrom AGR such Warrants shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as contain a legend indicating such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto restriction on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarytransferability.

Gentlemen. In connection with the captioned Agreement, and The undersigned hereby agrees to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLCpurchase from Whitxxx Xxxporation, a wholly owned subsidiary of Penske Corporation Delaware corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases agrees to sell to the Properties from UAG Realtyundersigned, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) as of the rent payments due undxx xxx Leasedate hereof, for delivery on ___________, 200_ ("Delivery Date"). $ --------------- principal amount of the Company's _______________ securities ("Securities"), offered by the Company's Prospectus dated __________, 200_, and a Prospectus Supplement dated ___________, 200_ relating thereto, receipt of copies of which is hereby acknowledged, at ___% of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth belowin this Delayed Delivery Contract ("Contract"). So long Payment for the Securities that the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order by certified or official bank check in Federal (same day) funds at the office of ______________ at 10:00 A.M. on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned for delivery on such Delivery Date in definitive fully registered form and in such denominations and registered in such names as Noto the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the conditions that (1) investment in the Securities shall not in default of its obligations at the Delivery Date be prohibited under the Agreement laws of any jurisdiction in the United States to which the undersigned is subject and UAG Xxxlty (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not in default not, as of its obligations the date hereof, prohibited under the Leaselaws of any jurisdiction to which the undersigned is subject and which governs such investment. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. This Contract will inure to the benefit of and be binding upon the sale parties hereto and transfer of all or any their respective successors, but will not be assignable by either party hereto without the written consent of the Properties by AGR, AGR shall pay to Noto promptly upon completion other. It is understood that the acceptance of any such sale Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first--come, first--served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or transfer an amount xxxxl to twenty percent (20%) deliver one of the positive difference counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between (i) the actual proceeds received by AGR on Company and the date undersigned when such counterpart is so mailed or delivered. Yours very truly, --------------------------------- [NAME OF PURCHASER] By: ------------------------------ --------------------------------- [TITLE OF SIGNATORY] --------------------------------- --------------------------------- [ADDRESS OF PURCHASER] Accepted, as of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGRabove date. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- WHITXXX XXXPORATION By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretary----------------------------

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase 4,666,667 Warrants ("Insider Warrants") at $0.45 per Insider Warrant, of Renaissance Acquisition Corp. (the "Corporation") for an aggregate purchase price of $2,100,000.15 ("Purchase Price"). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary Corporation's initial public offering of Penske Corporation securities ("AGRIPO") which is being underwritten by Ladenburg Xxxxxxxx & Co. Inc. ("Ladenburg"), UAG, UAG Realty, LLC ("UAG Realty") . The Insider Warrants will be sold to the undersigned on a private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title At least 24 hours prior to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used effective date of the registration statement filed in connection with the business IPO ("Registration Statement"), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx ("GM") to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund ("Trust Fund") established by the Corporation for the benefit of the Corporation's public stockholders as described in the Corporation's Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the Purchase Price being delivered to GM, (collectively referred GM shall return the Purchase Price to herein as the "Property" undersigned, without interest or "Properties")deduction. The values reflected on Schedule A represent undersigned represents and warrants that it has been advised that the Insider Warrants have not been registered under the Securities Act; that it is acquiring the Insider Warrants for its account for investment in the properties made by AGR as purposes only; that it has no present intention of selling or otherwise disposing of the date hereof (such amounts being referred to herein Insider Warrants in violation of the securities laws of the United States; that it is an "accredited investor" as defined by Rule 501 of Regulation D promulgated under the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000Securities Act of 1933, as amended and as may be amended from time to time (the "LeaseSecurities Act"), ; and the Company subleases the Properties from UAG Realty, LLC. In connection that it is familiar with the execution of this letterproposed business, UAG management, financial condition and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) affairs of the rent payments due undxx xxx LeaseCorporation. Moreover, on the terms and conditions set forth below. So long as Noto is undersigned agrees that it shall not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale sell or transfer the Insider Warrants until 30 days after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an amount xxxxl to twenty percent operating business (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale ProceedsBusiness Combination") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, acknowledges that the foregoing obligations of Noto may only Insider Warrants will be satisfied from proceeds from held in escrow during such time period and the Collateral (as defixxx below), if any, and except certificates for the Collateral or proceeds therefrom AGR such Insider Warrants shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as contain a legend indicating such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto restriction on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretarytransferability.

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase _________ Warrants (“Insider Warrants”) at $0.70 per Insider Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Staccato Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $___________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete consummation of the transactions contemplated Corporation’s initial public offering of securities (“IPO”) which is being underwritten by the xxxxioned Agreementunderwriters set forth in the Company’s IPO prospectus included in the Registration Statement, Automotive Group Realtyfor which EarlyBirdCapital, LLC, Inc. (“EBC”) is acting as representative. The Insider Warrants will be sold to the undersigned on a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") private placement basis and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations not part of the Company and its subsidiariesIPO. AGR currently holds title Except as set forth herein, the Insider Warrants shall be identical to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used warrants issued in the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall deliver the Purchase Price to Gxxxxxxx Mxxxxx (“GM”) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and American Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date the Purchase Price is delivered to GM, GM shall return the Purchase Price to the undersigned, without interest or deduction. The undersigned represents and warrants that he has been advised that the Insider Warrants (including the underlying shares of common stock) have not been registered under the Securities Act; that he is acquiring the Insider Warrants for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Insider Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); and that he is familiar with the proposed business, management, financial condition and affairs of the Corporation. Moreover, the undersigned agrees that he shall not sell or transfer the Insider Warrants or any underlying securities (except (i) to another officer or director of the Company, (collectively referred ii) to herein as relatives and trusts for estate planning purposes, (iii) by virtue of the "Property" laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or "Properties")(v) to an entity’s members upon its liquidation to the extent the Insider Warrants are subsequently transferred to an entity, in each case, subject to the transferee agreeing to such transfer restrictions) until after the Corporation consummates a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) meeting the requirements set forth in the Registration Statement and acknowledges that the certificates for such Insider Warrants shall contain a legend indicating such restriction on transferability. The values reflected Company hereby acknowledges and agrees that the Insider Warrants will be exercisable on Schedule A represent the investment a cashless basis and, in the properties made event the Company calls the Warrants for redemption pursuant to that certain Warrant Agreement to be entered into by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended Company and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used American Stock Transfer & Trust Company in connection with the Company's business’s IPO, shall not be redeemable by the Company so long as such Insider Warrants are held by the undersigned or his permitted transferees. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), terms of this agreement and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, restriction on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties transfers with respect to the subject matter hereofInsider Warrants may not be amended without the prior written consent of EBC. Very truly yours, and supersedes any prior agreement or understanding among them including, but not limited [Purchaser] Agreed to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- : Staccato Acquisition Corp. By: Robert H. Kurnick, Jr. ________________________________ Name: Title: Gxxxxxxx Mxxxxx By: Aaron Michael Its________________________________ Name: Assisxxxx Xxxxxxxxx ItsTitle: Vice Xxxxxxxxx UAG REALTYEarlyBirdCapital, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- Inc. By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretary________________________________ Name:

Gentlemen. In connection The undersigned hereby subscribes for and agrees to purchase Warrants (“Sponsors’ Warrants”) at $1.00 per Sponsor Warrant, each to purchase one share of common stock, par value $0.0001 per share, of Capitol Acquisition Corp. (the “Corporation”) at $7.50 per share for an aggregate purchase price of $ (“Purchase Price”). The purchase and issuance of the Sponsors’ Warrants shall occur simultaneously with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations consummation of the Company and its subsidiariesCorporation’s initial public offering of securities (“IPO”) which is being underwritten by Citigroup Global Markets Inc. (“Citigroup”). AGR currently holds title The Sponsors’ Warrants will be sold to the real property described undersigned on Schedule "A" attached hereto a private placement basis and all improvements thereon, along with any other real property acquired by AGR and used not part of the IPO. At least 24 hours prior to the effective date of the registration statement filed in connection with the business IPO (“Registration Statement”), the undersigned shall deliver the Purchase Price to Xxxxxxxx Xxxxxx (“GM”) to hold in a non-interest bearing account until the Corporation consummates the IPO. Simultaneously with the consummation of the CompanyIPO, GM shall deposit the Purchase Price, without interest or deduction, into the trust fund (collectively referred to herein “Trust Fund”) established by the Corporation for the benefit of the Corporation’s public stockholders as the "Property" or "Properties"). The values reflected on Schedule A represent the investment described in the properties made by AGR as Corporation’s Registration Statement, pursuant to the terms of an Investment Management Trust Agreement to be entered into between the Corporation and Continental Stock Transfer & Trust Company. In the event that the IPO is not consummated within 14 days of the date hereof (such amounts being referred the Purchase Price is delivered to herein as GM, GM shall return the "Current Value"). Schedule "A" shall be amended and adjusted from time Purchase Price to time in order to reflect any additional investment by AGR in a Property the undersigned, without interest or any other property used in connection with the Company's businessdeduction. The Properties are currently leased undersigned represents and warrants that he has been advised that the Sponsors’ Warrants (including the underlying shares of common stock) have not been registered under the Securities Act; that he is acquiring the Sponsors’ Warrants for his account for investment purposes only; that he has no present intention of selling or otherwise disposing of the Sponsors’ Warrants in violation of the securities laws of the United States; that he is an “accredited investor” as defined by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended and as may be amended from time to time (the "Lease"“Securities Act”); and that he is familiar with the proposed business, management, financial condition and affairs of the Corporation. Moreover, the undersigned hereby acknowledges and agrees that he will not (i) offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate thereof), directly or indirectly, including the participation in the filing of a registration statement with the Securities and Exchange Commission in respect of, (ii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG rules and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) regulations of the rent payments due undxx xxx LeaseSecurities and Exchange Commission promulgated thereunder, on the terms and conditions set forth below. So long as Noto is not with respect to or (iii) enter into any swap or other arrangement that transfers to another, in default of its obligations under the Agreement and UAG Xxxlty is not whole or in default of its obligations under the Leasepart, upon the sale and transfer of all or any of the Properties by AGReconomic consequences of ownership of, AGR shall pay or any securities convertible into or exercisable or exchangeable for, or other rights to Noto promptly upon completion of purchase, whether any such sale transaction is to be settled by delivery of Common Stock, Sponsors’ Warrants or transfer such other securities, in cash or otherwise, any Sponsors’ Warrants, or publicly announce an amount xxxxl intention to twenty percent effect any such transaction, until after the Corporation has consummated a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses or assets (20%“Business Combination”) of meeting the positive difference between (i) requirements set forth in the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale ProceedsRegistration Statement; provided, however, that notwithstanding anything to the foregoing obligations contrary in this Agreement, the undersigned may, at any time, transfer Sponsors’ Warrants (x) to its members upon a liquidation or to relatives and trusts for estate planning purposes, (y) by virtue of Noto may only be satisfied from proceeds from the Collateral laws of descent and distribution upon death, or (as defixxx below)z) pursuant to a qualified domestic relations order, if any, and except for providing the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby transferee agrees to guarantee to AGR be bound by the payment of twenty percent (00%) of transfer restrictions and acknowledges that the monthly payment obligation of Base Annual Rent (as defined certificates for such Sponsors’ Warrants shall contain a legend indicating such restriction on transferability. The Company hereby acknowledges and agrees that the Sponsors’ Warrants will be exercisable on a cashless basis and, in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in event the Company (calls the "Collxxxxxx") which is pledged Warrants for redemption pursuant to AGR in accordance with a Pledge that certain Warrant Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in be entered into by the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties Company and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred Continental Stock Transfer & Trust Company in connection with its administration of the Property. While this Agreement is in effectCompany’s IPO, Noto shall have not be redeemable by the right to participate in any net refinancing procexxx relating to Company so long as such Sponsors’ Warrants are held by the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancingundersigned or his permitted transferees. The obligations terms of AGR this agreement and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties restriction on transfers with respect to the subject matter hereofSponsors’ Warrants may not be amended without the prior written consent of Citigroup. Very truly yours, and supersedes any prior agreement or understanding among them including, but not limited Agreed to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- : Capitol Acquisition Corp. By: Robert H. Kurnick, Jr. Name: Title: Xxxxxxxx Xxxxxx By: Aaron Michael ItsName: Assisxxxx Xxxxxxxxx ItsXxxxx Xxxx Xxxxxx Title: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- Managing Partner Citigroup Global Markets Inc. By: Robert H. Kurnick, Jr. ByName: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant SecretaryTitle:

Gentlemen. The Company has been advised that nine million of the Unregistered Shares that formerly were registered in LDNGH's name (the "Subject Shares") have been transferred to and are registered in the name of L.D. Xxxhions Holdings Corp. ("Fashions"). In connection with that transfer, there have been assigned to Fashions rights and responsibilities under the captioned Registration Rights Agreement, and to induce Noto to enter into and complete the transactions contemplated as amended by the xxxxioned Amendment (the "Amended Agreement"), Automotive Group Realty, LLC, a wholly with respect to the Subject Shares. Fashions is an indirectly wholly-owned subsidiary of Penske Corporation SALD and, accordingly, is a permitted transferee of LDNGH's rights and obligations under the Amended Agreement. Certain of the Unregistered Shares, not including the Subject Shares, are subject to pledges (the "AGR"), UAG, UAG Realty, LLC ("UAG RealtyPledges") and made to certain banks (the "Pledgees") by SALD, in whose name the Subject Shares had been registered. By the Amendment, the Company have all agreed consented to execute the Pledges and deliver to Noto this letter setting forth certain understandings with respect the assignment to xxx real property underlying the business operations Pledgees of the Company rights and its subsidiaries. AGR currently holds title responsibilities under the Registration Rights Agreement insofar as they relate to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with Unregistered Shares that are subject to the business of the Company, Pledges (collectively referred to herein as the "Property" or "PropertiesPledged Shares"). The values reflected on Schedule A represent Company (a) acknowledges the investment in the properties made by AGR as assignment to Fashions of the date hereof rights and responsibilities under the Amended Agreement insofar as they relate to the Subject Shares, subject to the limitations set forth below and (such amounts being referred to herein as the "Current Value"). Schedule "A" b) affirms that Fashions shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in considered a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange Holder" for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations all purposes under the Amended Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds") and (ii) the Current Value with respect to each Property sold or otherwise transferred by AGR. If the amount calculated pursuant to the immediately preceding sentence is less than zero, then Noto agrees to pay to AGR an amount equal to twenty percent (20%) of xxx difference between (i) the Current Value with respect to each Property sold or otherwise transferred by AGR, and (ii) the Net Sale Proceeds; provided, however, that the foregoing obligations of Noto may only be satisfied from proceeds from the Collateral (as defixxx below), if any, and except for the Collateral or proceeds therefrom AGR shall have no recourse against Noto or any other person for the foregoing obligations of Noto. In consideration for the interest conveyed herein, Noxx xereby agrees to guarantee to AGR the payment of twenty percent (00%) of the monthly payment obligation of Base Annual Rent (as defined in the Lease) made by UAG Realty in accordance with the terms of the Lease as such Base Annual Rent may be increased or decreased from time to time. This guarantee shall terminate with respect to each Property upon the sale and transfer of that Property by AGR. This guaranty is secured by Noto's limited liability ownership interest in the Company (the "Collxxxxxx") which is pledged to AGR in accordance with a Pledge Agreement of even date herewith. UAG Realty will use its best commercial efforts to make timely lease payments. AGR shall copy Noto on any written notice of an Event of Default (as defined in the Xxxxe) provided to UAG Realty under the Lease with respect to all or any of the Properties and agrees to provide Noto with an opportunity to cure such default on the same terms that xxx Lease permits UAG Realty the opportunity to cure an Event of Default. The parties acknowledge that the amount of the payments made under the Lease to AGR has been structured to provide AGR with sufficient funds to pay the interest only on its mortgage loan relating to the Property together with a reasonable sum above such interest costs to reimburse AGR for expenses incurred in connection with its administration of the Property. While this Agreement is in effect, Noto shall have the right to participate in any net refinancing procexxx relating to the Property on the twenty percent (20%) basis set forth above, provided that Noto agrees to apply its guarantee to any additional amount of Lease xxxxents made as a result of the refinancing. The obligations of AGR and Noto hereunder shall terminate upon the expiration of the term of the Xxxse, as extended from time to time. This agreement shall not serve to eliminate, modify or alter the obligations of UAG Realty under the Lease and UAG Realty hereby reaffirms its obligations thereunder. All capitalized terms not defined herein shall have the meaning ascribed to them by the Agreement. This letter agreement constitutes the entire agreement among the parties with respect to the Subject Shares. The Company's acknowledgment and affirmation is provided for purposes of Section 10 of the Amended Agreement only and upon the condition that Fashions' rights to exercise any rights under the Amended Agreement that are assigned to it shall be subject matter hereof, to any limitations and supersedes any prior agreement or understanding among them including, but not limited to, a certain letter agreement dated March 1, 2001, with respect to such subject matter. UAG CONNECTICUT I, LLC AUTOMOTIVE GROUP REALTY, LLC /s/ Robert H. Kurnick, Jr. /s/ Aaron Michael ------------------------------- ------------------------------- By: Robert H. Kurnick, Jr. By: Aaron Michael Its: Assisxxxx Xxxxxxxxx Its: Vice Xxxxxxxxx UAG REALTY, LLC NOTO HOLDINGS LLC /s/ Robert H. Kurnick, Jr. /s/ Lucxx X. Noto ------------------------------- -------------------------------- By: Robert H. Kurnick, Jr. By: Lucio A. Noto Its: Assisxxxx Xxxxxxxxx Its: Membex XXX XXXXXCTICUT, LLC /s/ Robert H. Kurnick, Jr. ------------------------------- By: Roberx X. Xxxxxxx, Xx. Xxx: Assistant Secretaryrestrictions contained in the Amended Agreement.