AMENDED AND RESTATED PAG CO-OBLIGATION FEE, INDEMNITY AND SECURITY AGREEMENTIndemnity and Security Agreement • May 1st, 2015 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED PAG CO-OBLIGATION FEE, INDEMNITY AND SECURITY AGREEMENT is made this 17th day of March, 2015, by PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (“PAG”), to and in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”).
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2015 among PENSKE AUTOMOTIVE GROUP, INC., VARIOUS FINANCIAL INSTITUTIONS and MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as AgentCredit Agreement • May 1st, 2015 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2015 (this “Agreement”) is entered into among PENSKE AUTOMOTIVE GROUP, INC. (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and MERCEDES-BENZ FINANCIAL SERVICES USA LLC (in its individual capacity, “MBFS”), as agent for the Lenders.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P.Penske Automotive Group, Inc. • May 1st, 2015 • Retail-auto dealers & gasoline stations • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 18th day of March, 2015, and effective as of the Effective Time, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTLC”), PTL GP, LLC, a Delaware limited liability company, formerly known as LJ VP, LLC, with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, “PTL GP”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, “PAG”), GE Capital Truck Leasing Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (as further defined below, “GE Truck Leasing Holdco”), Logistics Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LJ VP HOLDINGS LLCLimited Liability Company Agreement • May 1st, 2015 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENTAmended and Restated Rights Agreement • May 1st, 2015 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Michigan
This AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”) dated as of March 17, 2015 is by and between Penske Automotive Group, Inc., a Delaware corporation (“PAG”) and Penske Truck Leasing Corporation, a Delaware corporation (“PTLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement.
