Penske Automotive Group, Inc. (Form: 8-K)

THIS FIFTH AMENDMENT, dated as of June 26, 2008 (this “Amendment”), is to the Second Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of September 8, 2004 among PENSKE AUTOMOTIVE GROUP, INC. (formerly known as United Auto Group, Inc.; the “Company”), various financial institutions (the “Lenders”) and DCFS USA LLC, as successor agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1 AMENDMENTS. Effective on the Effective Date (defined below), the Credit Agreement shall be hereby amended as follows:

1.1 The following definitions shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

Fifth Amendment Effective Date means the “Effective Date” under and as detailed in the Fifth Amendment to this Agreement, dated as of June 26, 2008.

Term Outstandings means, at any time, the aggregate outstanding principal amount of the Term Loans.

1.2 The following definitions in Section 1.1 of the Credit Agreement shall be amended by deleting the current definitions and replacing the same in their entireties as follows:

Commitment means, as to any Lender, such Lender’s commitment to make Loans and/or to issue or participate in Letters of Credit under this Agreement. Each Lender’s Pro Rata Share of the Revolving Commitment Amount, the L/C Commitment Amount and the Term Commitment Amount as in effect on the Fifth Amendment Effective Date is set forth on Schedule 2.1.

Interest Rate means, for each day, a rate per annum equal to the sum of (a) (i) in the case of any day from and including the first day of each calendar month through and including the 15th day of such calendar month, the LIBO Rate for the first day of such calendar month and (ii) in the case of any day from and including the 16th day of each calendar month through and including the last day of such calendar month, the LIBO Rate for the 16th day of such calendar month (the rate set forth in this clause (a) being the “Base LIBO Rate”) plus (b) (i) in the case of Revolving Loans, (x) if the aggregate amount of the Revolving Outstandings plus the Term Outstandings is less than or equal to the Borrowing Base, a margin of one and three-quarters percent (1.75%) per annum, and (y) if the Total Outstandings exceed the Borrowing Base, then (A) a margin of two and one-quarter percent (2.25%) per annum shall apply to the portion of the Revolving Loans equal to the amount by which the Total Outstandings exceed the Borrowing Base and (B) a margin of one and three-quarters percent (1.75%) per annum shall apply to the portion of Revolving Loans not described in the foregoing clause (A) (with each determination of the Borrowing Base in this clause (i) to be effective as of the first day of the calendar month during which the applicable Borrowing Base Certificate is delivered) and (ii) in the case of the Term Loans, a margin of two and one-half percent (2.50%) per annum. Notwithstanding the foregoing, at any time an Event of Default exists, the applicable margin shall be increased by two percent (2.00%) per annum. For purposes of this definition, “LIBO Rate” means, for each date of calculation, (1) the rate of interest (rounded upwards, if necessary, to the next 1/16th of 1%) published in The Wall Street Journal (Midwest Edition) on such day (or the immediately preceding Business Day, if such date is not a Business Day) in its “Money Rates” column as the one-month London Interbank Offered Rate for Dollar-denominated deposits (if The Wall Street Journal ceases to publish such a rate or substantially changes the methodology used to determine such rate, then the rate shall be the rate of interest (rounded upwards, if necessary, to the next 1/16th of 1%) published by Reuters Monitor Rates Service on such day (or the immediately preceding Business Day, if such date is not a Business Day) as the one-month London Interbank Offered Rate for Dollar-denominated deposits or (2) if such rate is not published or available, such rate as shall be otherwise independently determined by the Agent on a basis substantially similar to the methodology used by The Wall Street Journal on the date of this Agreement.

Maximum Availability means, at any time, (a) the Borrowing Base plus the lesser of (x) $300,000,000 and (y) 35% of the Domestic Blue Sky Value at such time minus (b) the sum of the Revolving Outstandings plus the Term Outstandings, at such time.

Pro Rata Share means, with respect to any Lender, the percentage which (a) the aggregate amount of such Lender’s Commitments is of (b) the Commitments of all Lenders; provided that, after any of the Commitments have been terminated, “Pro Rata Share” shall mean, as to any Lender, the percentage which the sum of the aggregate principal amount of such Lender’s Revolving Loans plus the participations of such Lender in all Letters of Credit plus the aggregate principal amount of such Lender’s Term Loans is of the sum of the aggregate principal amount of all Revolving Loans plus the Stated Amount of all Letters of Credit plus the aggregate principal amount of the Term Loan. The Pro Rata Share of each Lender as of the Fifth Amendment Effective Date is set forth on Schedule 2.1.

Total Outstandings means, at any time, the sum of (a) the Revolving Outstandings, plus (b) the Stated Amount of all Letters of Credit plus (c) the Term Outstandings.

1.3 The Credit Agreement shall be amended by adding the following new Section 2.1.3 thereto after Section 2.1.2:

2.1.3 Term Loan Commitment. Each Lender agrees to make a loan to the Company (each such loan, a “Term Loan”), in a single drawing, no later than July 31, 2008, in such Lender’s Pro Rata Share of the Term Commitment Amount; provided that the Total Outstandings will not, at any time, exceed the Borrowing Base by more than the lesser of (x) $300,000,000 and (y) 35% of the Domestic Blue Sky Value at such time. The commitments of the Lenders to make the Term Loan shall expire concurrently with the making of the Term Loans. Once repaid, no portion of the Term Loans may be reborrowed.

1.4 Section 5.2 of the Credit Agreement shall be amended by deleting the first sentence of such Section in its entirety and replacing the same with the following:

The Company agrees to pay to the Agent for the account of the Lenders a non-use fee (the “Non-Use Fee”) equal to 0.35% per annum (computed for the actual number of days elapsed on the basis of a year of 360 days) of an amount equal to the Commitments (other than the Commitments to make Term Loans and issue Letters of Credit) less the Revolving Outstandings.

1.5 Section 5.3 of the Credit Agreement shall be amended by deleting clause (b) in its entirety and replacing the same with the following:

(b) Each Lender hereby acknowledges and agrees that the Agent may deduct from payments of the Non-Use Fees received by it from the Company an amount equal to 0.10% per annum of an amount equal to such Lender’s Pro Rata Share of the Commitments (other than the Commitments to make Term Loans and issue Letters of Credit) less such Lender’s Pro Rata Share of the Revolving Outstandings, and that all payments of each Lender’s Pro Rata Share of Non-Use Fees to such Lender by the Agent shall be net of such amount.

1.6 Section 6.1(a) of the Credit Agreement shall be amended by deleting the last sentence of such Section in its entirety and replacing the same with the following:

All reductions of the Revolving Commitment Amount shall reduce the Commitments to make Revolving Loans pro rata among the Lenders according to their respective Pro Rata Shares.

1.7 Section 9.12(a) of the Credit Agreement shall be amended by inserting the following at the end of such Section:

; and use the proceeds of the Term Loans solely to effect the Investment permitted under Section 9.19(k)

1.8 Section 9.18 of the Credit Agreement shall be amended by inserting the following language at the end thereof:

and businesses engaged in by Penske Truck Leasing Co., L.P., a Delaware limited partnership, on the Fifth Amendment Effective Date and businesses reasonably related thereto

1.9 Section 9.19 of the Credit Agreement shall be amended by inserting the following as a new clause (k) thereto after existing clause (j) thereto and relettering each of the subsequent clauses:

(k) Investments in an aggregate not to exceed nine percent (9%) of the outstanding limited partnership interests (calculated as of June 26, 2008) in Penske Truck Leasing Co., L.P., a Delaware limited partnership.

1.10 Section 13.1 of the Credit Agreement shall be amended by deleting clause (ii) thereof in its entirety and replacing the same with the following:

(ii) increase the Revolving Commitment Amount, the L/C Commitment Amount or the Term Commitment Amount,

1.11 Section 13.9.1 of the Credit Agreement shall be amended by (i) deleting “and the L/C Commitment Amount” from clause (i) of the first sentence of such Section and inserting “, the L/C Commitment Amount and the Term Commitment Amount” to the end of such clause and (ii) restating clause (b) of the proviso to the first sentence of such Section to read in its entirety as follows:

(b) no assignment and delegation may be made to any Person that does not assign and delegate to such Person an equal Pro Rata Share of the Revolving Commitment Amount and the Term Commitment Amount and all Revolving Loans and Term Loans and the L/C Commitment Amount and all Letters of Credit,

1.12 Schedule 2.1 of the Credit Agreement shall be deleted in its entirety and replaced with Schedule 2.1 attached hereto.

1.13 Schedule I of the Pledge Agreement shall be supplemented by adding the information on Schedule I attached hereto; provided that such interest are pledged to the satisfaction of the Agent and to the Agent for the benefit of the Lenders.

SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Agent and the Lenders that: (a) the representations and warranties made in Section 8 of the Credit Agreement are true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent relating solely to an earlier date, in which case they were true and correct as of such earlier date); (b) no Event of Default or Unmatured Event of Default exists or will result from the execution of this Amendment; (c) no event or circumstance has occurred since the Effective Date that has resulted, or would reasonably be expected to result, in a Material Adverse Effect; (d) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Credit Agreement as amended hereby (as so amended, the “Amended Credit Agreement”) (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have received all necessary approval from any governmental authority and (iv) do not and will not contravene or conflict with any provision of any law, rule or regulation or any order, decree, judgment or award which is binding on the Company or any of its Subsidiaries or of any provision of the certificate of incorporation or bylaws or other organizational documents of the Company or of any agreement, indenture, instrument or other document which is binding on the Company or any of its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

SECTION 3 CONDITIONS TO EFFECTIVENESS. The amendments set forth in Section 1 above shall become effective on the date (the “Effective Date”) when the following conditions precedent have been satisfied, each in form and substance satisfactory to the Agent:

3.1 Amendment. The Agent shall have received a counterpart of this Amendment executed by the Company and each Lender (or, in the case of any party other than the Company from which the Agent has not received a counterpart hereof, facsimile confirmation of the execution of a counterpart hereof by such party).

3.2 Reaffirmation. A counterpart of the Reaffirmation of Loan Documents, substantially in the form of Exhibit A, executed by each Loan Party other than the Company.

3.3 Partnership Agreement. A certified copy of the Agreement of Limited Partnership of Penske Truck Leasing Co., L.P.

3.4 Upfront Fee. The Company shall have paid to the Agent for the account of each Lender a fee equal to .10% of such Lender’s Pro Rata Share of the Term Commitment Amount.

3.5 Opinion of Counsel. An opinion of counsel reasonably satisfactory to the Agent.

3.6 Resolutions. Certified copies of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Amendment and the performance of the Credit Agreement as amended by the Amendment.

3.7 Incumbency and Signature Certificates. A certificate of the Secretary or an Assistant Secretary (or other appropriate representative) of each Loan Party certifying the names of the officer or officers of such entity authorized to sign this Amendment, the Reaffirmation and any other Loan Document to which such entity is a party, together with a sample of the true signature of each such officer (it being understood that the Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein).

3.8 Security Interest. The Agent is satisfied that all steps necessary to perfect its security interest in the Penske Truck Leasing Co., L.P. limited partnership interests of the Company have been taken; all consents necessary to permit the pledge of such limited partnership interests to the Agent shall have been obtained and be in full force and effect.

3.9 Other Documents. Such other documents as the Agent or any Lender may reasonably request.

4.1 Continuing Effectiveness, etc. As hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. All references in the Credit Agreement, the Notes, each other Loan Document and any similar document to the “Credit Agreement” or similar terms shall refer to the Amended Credit Agreement.

4.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.

4.3 Expenses. The Company agrees to pay the reasonable costs and expenses of the Agent (including reasonable fees and disbursements of counsel, including, without duplication, the allocable costs of internal legal services and all disbursements of internal legal counsel) in connection with the preparation, execution and delivery of this Amendment.

4.4 Severability of Provisions. In the event that any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

4.5 Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

4.6 Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York applicable to contracts made and to be wholly performed within the State of New York.

4.7 Successors and Assigns. This Amendment shall be binding upon the Company, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Agent and the successors and assigns of the Lenders and the Agent.

DCFS USA LLC, as Agent
and the Lenders party
to the Second Amended and Restated Credit Agreement
referred to below
36455 Corporate Drive
Farmington Hills, Michigan 48331
Attn: Michele Nowak

(a) The Second Amended and Restated Security Agreement dated as of September 8, 2004 (the “Security Agreement”) among Penske Automotive Group, Inc. (formerly known as United Auto Group, Inc.; the “Company”), its subsidiaries and DCFS USA LLC in its capacity as Agent (in such capacity, the “Agent”);

(b) The Guaranty dated as of October 8, 1999 (the “Guaranty”) executed in favor of the Agent and various other parties by all subsidiaries of the Company; and

(c) The Pledge Agreement dated as of October 8, 1999 (the “Pledge Agreement”) executed by the Company and certain of its subsidiaries.

Each of the undersigned acknowledges that the Company, the Lenders and the Agent have executed the Fifth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement dated as of September 8, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein have the meanings given in the Credit Agreement.

Each of the undersigned hereby confirms that the Security Agreement, the Guaranty, the Pledge Agreement and each other Loan Document to which such undersigned is a party remains in full force and effect after giving effect to the effectiveness of the Amendment and that, upon such effectiveness, all references in each Loan Document to the “Credit Agreement” shall be references to the Credit Agreement, as amended by the Amendment.

This letter agreement may be signed in counterparts and by the various parties on separate counterparts. This letter agreement shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

COUNTY AUTO GROUP PARTNERSHIP
DANBURY AUTO PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEP
EAGLE PARTNERSHIP
DIFEO HYUNDAI PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
HUDSON MOTOR PARTNERSHIP

CLASSIC SPECIAL ADVERTISING, INC.
CLASSIC SPECIAL AUTOMOTIVE GP, LLC
CLASSIC SPECIAL, LLC

CLASSIC SPECIAL HYUNDAI, LTD.
HILL COUNTRY IMPORTS, LTD.
CLASSIC OLDSMOBILE PONTIAC-GMC, LTD.

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of this 26th day of June, 2008 by and among General Electric Credit Corporation of Tennessee (“GECCT”), Logistics Holding Corp. (“Logistics”), RTLC Acquisition Corp. (“RTLC”), NTFC Capital Corporation (“NTFC”), Penske Truck Leasing Corporation (“PTLC”), PTLC Holdings Co., LLC (“Holdings”), PTLC2 Holdings Co., LLC (“Holdings 2”), Penske Automotive Group, Inc. (“PAG”) and Penske Truck Leasing Co., L.P. (the “Partnership”). GECCT, Logistics, RTLC and NTFC are sometimes hereinafter referred to collectively as the “GE Partners” and each individually as a “GE Partner.” PTLC, Holdings, Holdings 2 and PAG are sometimes hereinafter referred to collectively as the “Penske Partners” and each individually as a “Penske Partner.”

A. The Partnership is a Delaware limited partnership, the sole partners of which are the GE Partners, which collectively have a 60% Partnership Interest consisting solely of limited partner interests in the Partnership (the “GE Interest”), and the Penske Partners (other than PAG), which collectively have a 40% Partnership Interest consisting of a general partner interest and limited partner interests in the Partnership.

B. The GE Partners and the Penske Partners desire to amend the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 10, 1988, as amended thereafter by Amendment Nos. 1 through 10 thereto, among the GE Partners and the Penske Partners other than PAG (the “Existing Partnership Agreement”) for the purpose, among other things, of admitting PAG as a limited partner. Capitalized defined terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Partnership Agreement. The Existing Partnership Agreement as amended by Amendment No. 11 thereto as contemplated by this Agreement is hereafter referred to as the “Amended Partnership Agreement.”

C. PAG desires to purchase from GECCT and Logistics (collectively, the “Sellers”), and the Sellers desire to sell to PAG, a portion of the GE Interest equal to a 9% limited partner’s interest in the Partnership, after the closing of which purchase and sale, the GE Partners collectively will have a 51% limited partner’s interest in the Partnership and Holdings will have an 18.32% limited partner’s interest in the Partnership, Holdings 2 will have a 10% limited partner’s interest in the Partnership, PAG will have a 9% limited partner’s interest in the Partnership, and collectively with PTLC’s general partner interest in the Partnership, the Penske Partners will have a 49% partnership interest in the Partnership, such transaction hereafter referred to as the “Transaction.”

D. PAG and the Sellers have each retained an investment bank (hereafter referred to as the “Investment Banks”) to deliver to each of PAG, and the Sellers and certain of their affiliates, a valuation analysis with respect to the Transaction.

In consideration of the respective representations, warranties, covenants, and conditions contained in this Agreement, the parties hereto, intending to be legally bound, agree as follows:

(a)

On the date hereof (the “Closing Date”), PAG shall purchase from the Sellers, and the Sellers shall sell to PAG, free and clear of all liens, claims, security interests, restrictions, and encumbrances whatsoever (other than as set forth in the Amended Partnership Agreement, as amended and restated from time to time), a portion of the GE Interest owned by the Sellers equal to a 9% limited partner’s Partnership Interest (the “Purchased Interests”). The Purchased Interests will consist of a portion of GECCT’s limited partner’s Partnership Interest, equal to a 0.97% limited partner’s Partnership Interest, and a portion of Logistics’ limited partner’s Partnership Interest, equal to an 8.03% limited partner’s Partnership Interest. Notwithstanding anything to the contrary contained in the Existing Partnership Agreement, the effective time and date of the purchase and sale contemplated hereby shall be close of the Partnership’s business on June 28, 2008 (the “Effective Time”). As of the Effective Time, the GE Partners will collectively have a 51% Partnership Interest, and the Penske Partners will collectively have a 49% Partnership Interest. The aggregate purchase price for the Purchased Interests shall be $219,000,000 payable in cash by wire transfer of immediately available funds to the Sellers to an account or accounts designated by the Sellers in writing. The Purchased Interests shall be purchased by PAG from the Sellers, and the purchase price therefor shall be allocated to the Sellers in the following manner: $23,608,200, or 10.78% of the total purchase price, to GECCT, and the remainder, $195,391,800, or 89.22% of the total purchase price, to Logistics.

(i) The Sellers shall deliver to PAG (A) a duly executed and acknowledged written Assignment Agreement (as defined below), transferring to PAG all right, title and interest in and to the Purchased Interests, and (B) cash, representing interest on the purchase price from the Closing Date to the Effective Time (the “Interest Due”), in an aggregate amount equal to $60,833 by wire transfer of immediately available funds to the account or accounts designated by PAG in writing. GECCT will pay $6,558, or 10.78%, of the Interest Due and Logistics will pay $54,275, or 89.22%, of the Interest Due.

(ii) PAG shall deliver to the Sellers (A) a duly executed and acknowledged Assignment Agreement, and (B) cash in an aggregate amount equal to $219,000,000 by wire transfer of immediately available funds to the account or accounts designated by the Sellers in writing, allocated to each of the Sellers as described in Section 1(a) of this Agreement; and

(iii) the Penske Partners shall execute and/or deliver such certificates, agreements and other documents required to be delivered by each such party hereto pursuant to Sections 8, 9 and 10 and other certificates certifying that their respective representations, warranties and covenants made on the date of this Agreement are true and correct in all material respects on the Closing Date.

(iv) the GE Partners shall execute and/or deliver such certificates, agreements and other documents required to be delivered by each such party hereto pursuant to Sections 8, 9 and 10 and other certificates certifying that their respective representations, warranties and covenants made on the date of this Agreement are true and correct in all material respects on the Closing Date.

(v) the GE Partners and the Penske Partners shall execute and deliver Amendment No. 11 to the Existing Partnership Agreement, dated the date hereof, in the form executed concurrently herewith by the GE Partners and the Penske Partners (the “Limited Partnership Agreement Amendment”).

(vi) General Electric Capital Corporation (“GECC”) and the Partnership shall execute and deliver Amendment No. 2 to Revolving Credit Agreement, dated the date hereof, in the form executed concurrently herewith by GECC and the Partnership (“Amendment No. 2 to Revolving Credit Agreement”), amending the Revolving Credit Agreement dated as of June 30, 2006 by and between GECC and the Partnership, as amended by Amendment No. 1 to Revolving Credit Agreement and Contingent Liabilities Agreement dated as of March 31, 2007 (as amended by Amendment No. 2 to Revolving Credit Agreement, the “Revolving Credit Agreement”).

(vii) Each of the Sellers and PAG shall execute and deliver an Assignment of Limited Partnership Interest, dated as of the date hereof, in the form executed concurrently herewith by the Sellers and PAG (the “Assignment Agreement”).

(viii) PTLC and the Partnership shall execute and deliver an Amendment to Trade Name and Trademark Agreement, dated as of the date hereof, in the form executed concurrently herewith by PTLC and the Partnership (the “Trademark Agreement Amendment”).

2. Consent of the Advisory Committee. The execution and delivery of this Agreement by the Partnership constitutes consent of the Partnership’s Advisory Committee to the Transaction Documents, and the transactions contemplated by such agreements, to the extent such consent is required under Section 6.5 of the Existing Partnership Agreement or otherwise.

(a) Expense Reimbursement. If, before the fifth anniversary of the Closing Date, (A) a Refinancing (as defined in the Revolving Credit Agreement) is consummated in accordance with section 8 of the Revolving Credit Agreement as a result of GECC’s exercise of its right thereunder to cause the Partnership to effect a Refinancing, provided that (i) all net proceeds of such Refinancing are used to pay down principal amounts outstanding under the Revolving Credit Agreement and (ii) the Revolving Credit Agreement is amended concurrently therewith to reduce the aggregate principal amount of the Commitment (as defined in the Revolving Credit Agreement) by the amount of the aggregate net proceeds from such Refinancing, or (B) with the prior written approval of the Advisory Committee (including the approval of each GE Committee Member and each GP Committee Member), (1) the Partnership consummates the incurrence of indebtedness for borrowed money from a third-party lender in lieu of a draw under the Commitment, provided that the Revolving Credit Agreement is amended concurrently therewith to reduce the aggregate principal amount of the Commitment by the amount of the aggregate proceeds from such incurrence of indebtedness, (2) the Partnership consummates the issuance of preferred partnership equity to a third-party investor in lieu of a draw under the Commitment, provided that the Revolving Credit Agreement is amended concurrently therewith to reduce the aggregate principal amount of the Commitment by the amount of the aggregate proceeds from such issuance, or (3) the Partnership obtains from a third party a replacement or new letter of credit or guaranty in lieu of a draw under the Commitment, provided that the Revolving Credit Agreement is amended concurrently therewith to reduce the aggregate principal amount of the Commitment by the amount of such replacement or new letter of credit or guaranty (each of the preceding clauses (A) and (B)(1) through (B)(3), individually and collectively a “Refinancing Instrument”), then the GE Partners or GECC will pay to PAG, at each anniversary of the Closing Date following the closing of any Refinancing Instrument until and including the fifth anniversary of the Closing Date, an amount, if any, equal to 9.0% of the amount by which, with respect to each Refinancing Instrument (including any refinancing or replacement of any Refinancing Instrument that has received the prior written approval of the Advisory Committee (including the approval of each GE Committee Member and each GP Committee Member)), (x) as applicable, the interest, distributions on preferred partnership equity, letter of credit or guaranty fees, commitment fees and unused facility fees and any other reasonable out-of-pocket transaction fees, expenses and facility costs (collectively, the “Costs”) exceeds (y) the Costs that would have been payable under the Commitment (as defined in the Revolving Credit Agreement) or the Contingent Liabilities Agreement, as applicable, relating to the principal amount of the Refinancing Instruments for the applicable period. For avoidance of doubt, the applicable period for each payment is the period beginning on the closing of the applicable Refinancing Instrument, and ending on the next anniversary of the Closing Date and each one year period thereafter until and including the fifth anniversary of the Closing Date. As used in this Agreement, “Contingent Liabilities Agreement” means that certain Contingent Liabilities Agreement dated as of June 30, 2006, as amended or restated from time to time.

(b) License Fee Reimbursement. If, pursuant to the Trademark Agreement Amendment, the Partnership is required to pay the License Fee (as defined in the Trademark Agreement Amendment) to PTLC, PTLC will pay to PAG, concurrently with receipt of such License Fee from the Partnership, an amount equal to 9.0% of such License Fee received until and including the fifth anniversary of the Closing Date.

4A. Representations and Warranties of the Penske Partners other than PAG. Notwithstanding the foregoing, references in this Section 4A to the Penske Partners shall only include PTLC, Holdings and Holdings 2 and shall not include PAG. The Penske Partners hereby jointly and severally represent and warrant to PAG, the GE Partners and the Partnership as follows:

(a) Each Penske Partner is duly incorporated or formed, validly existing, and in good standing under the laws of its state of incorporation or formation and has the corporate or other power and lawful authority to own and hold its properties and conduct its business as now owned, held, and conducted in its jurisdiction of incorporation or formation and in the other states (or other jurisdictions) in which it is required to register or qualify to do business and Holdings and Holdings 2, respectively, are wholly-owned subsidiaries of PTLC. Each Penske Partner has the requisite corporate or other power and authority to enter into and to perform its obligations under this Agreement, the Limited Partnership Agreement Amendment, the Amendment No. 2 to the Revolving Credit Agreement, the Assignment Agreement, the Trademark Agreement Amendment, and the other agreements, instruments and documents contemplated hereby or delivered herewith (collectively, the “Transaction Documents”) to which it is a party. The execution, delivery and performance by each Penske Partner of this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporation and other action on the part of the Penske Partners.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by each Penske Partner will be, duly executed and delivered by such Penske Partner, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of each Penske Partner, enforceable against such Penske Partner in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other laws of general application affecting the rights of creditors generally or by general principles of equity.

(c) Neither the execution and delivery of this Agreement or any other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the organizational documents of any Penske Partner, (ii) result in the creation or imposition of any lien, claim, or encumbrance upon any property, rights or assets of any Penske Partner, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, agreement or arrangement to which any Penske Partner is a party or by which any Penske Partner is bound or to which any of their respective properties or assets is subject, or (iv) violate any law, rule or regulation, or judgment, decision, order, injunction, decree, award, or writ of any governmental authority or arbitrator to which any Penske Partner is subject, or by which any of their respective properties or assets is bound.

(d) No person, firm, corporation or entity acting for or on behalf of any of the Penske Partners is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the parties in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

(e) Each of the Penske Partners has been provided full access to financial and other information about the Partnership’s business and has had the opportunity to ask questions of and receive answers from the Partnership’s management concerning the business and financial condition of the Partnership. Each of the Penske Partners has conducted its own investigation, to the extent that it has determined necessary or desirable, regarding the Partnership and the transactions contemplated by this Agreement and the other Transaction Documents, and has obtained sufficient information from such independent efforts, relating to both the Partnership and its business, to enable the Penske Partners to evaluate the economic merits and risks of the transactions contemplated by this Agreement and the other Transaction Documents, including the purchase by PAG of the Partnership Interests contemplated hereby, and the Penske Partners acknowledge that each has determined to enter into this Agreement and the other Transaction Documents to which it is a party based on such investigation. In deciding to enter into this Agreement and the other Transaction Documents, the Penske Partners have not relied upon any representations of the GE Partners, GECC or the Partnership, other than those specifically set forth in this Agreement and the other Transaction Documents, and the Penske Partners acknowledge that no oral representations have been made by the GE Partners, GECC or the Partnership or any representative of any of them in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

(f) Securities Matters. The Purchased Interests are being acquired by PAG for its own account and without a view to the public distribution or sale of the Purchased Interests or any interest therein. PAG has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Interests, and PAG is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Purchased Interests. PAG understands and agrees that it may not sell or dispose of any of the Purchased Interests other than pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the U.S. securities laws and applicable foreign securities laws or as otherwise permitted by the Amended Partnership Agreement.

(g) Financial Information. The information made available by the Partnership, to the best of the knowledge after due inquiry of the Penske Partners, or by the Penske Partners to PAG and the Investment Banks does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made to the extent that the information made available by the Partnership or the Penske Partners relied on information made available to the Partnership or the Penske Partners by the GE Partners or GECC. All information made available by the Partnership or the Penske Partners includes, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding projections, growth plans, and cost reductions and similar matters that are not historical facts. Such statements are based on management’s current expectations, which management believes to be reasonable, and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements.

4B. Representations and Warranties of PAG. PAG hereby represents and warrants to the GE Partners, the Penske Partners (other than PAG) and the Partnership as follows:

(a) PAG is duly incorporated, validly existing, and in good standing under the laws of its state of incorporation or formation and has the corporate power and lawful authority to own and hold its properties and conduct its business as now owned, held, and conducted in its jurisdiction of incorporation and in the other states (or other jurisdictions) in which it is required to register or qualify to do business. PAG has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party. The execution, delivery and performance by PAG of this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of PAG.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by PAG will be, duly executed and delivered by PAG, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of PAG, enforceable against PAG in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other laws of general application affecting the rights of creditors generally or by general principles of equity.

(c) Neither the execution and delivery of this Agreement or any other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the organizational documents of PAG, (ii) except as specifically provided in the Limited Partnership Agreement Amendment, result in the creation or imposition of any lien, claim, or encumbrance upon any property, rights or assets of PAG, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, agreement or arrangement to which PAG is a party or by which PAG is bound or to which any of its respective properties or assets is subject, or (iv) violate any law, rule or regulation, or judgment, decision, order, injunction, decree, award, or writ of any governmental authority or arbitrator to which PAG is subject, or by which any of its respective properties or assets is bound.

(d) No person, firm, corporation or entity acting for or on behalf of any PAG is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the parties in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

(e) PAG has been provided full access to financial and other information about the Partnership’s business and has had the opportunity to ask questions of and receive answers from the Partnership’s management concerning the business and financial condition of the Partnership. PAG has conducted its own investigation, to the extent that it has determined necessary or desirable, regarding the Partnership and the transactions contemplated by this Agreement and the other Transaction Documents, and has obtained sufficient information from such independent efforts, relating to both the Partnership and its business, to enable PAG to evaluate the economic merits and risks of the transactions contemplated by this Agreement and the other Transaction Documents, including the purchase by PAG of the Partnership Interests contemplated hereby, and PAG acknowledges that it has determined to enter into this Agreement and the other Transaction Documents to which it is a party based on such investigation. In deciding to enter into this Agreement and the other Transaction Documents, PAG has not relied upon any representations of the GE Partners, the Penske Partners (other than PAG), GECC or the Partnership, other than those specifically set forth in this Agreement and the other Transaction Documents, and PAG acknowledges that no oral representations have been made by the GE Partners, GECC, the Penske Partners (other than PAG) or the Partnership or any representative of any of them in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

5. Representations and Warranties of the Partnership. The Partnership hereby represents and warrants to the GE Partners and the Penske Partners as follows:

(a) The Partnership is duly formed, validly existing and in good standing under the laws of the State of Delaware and has the partnership power and lawful authority to own and hold its properties and conduct its business as now owned, held and conducted in its jurisdiction of organization and in the other states (or other jurisdiction) in which it is required to register or qualify to do business. The Partnership has the requisite partnership power and authority to enter into and to perform its obligations under the Transaction Documents to which it is a party. The execution, delivery and performance by the Partnership of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary partnership and other action on the part of the Partnership.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by the Partnership will be, duly executed and delivered by the Partnership, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of the Partnership, enforceable against the Partnership in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other laws of general application affecting the rights of creditors generally or by general principles of equity.

(c) Neither the execution and delivery of this Agreement or any other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the organizational documents of the Partnership, (ii) result in the creation or imposition of any lien, claim, or encumbrance upon any property, rights or assets of the Partnership, except as contemplated pursuant to the Transaction Documents, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, agreement or arrangement to which the Partnership is a party or by which the Partnership is bound or to which any its properties or assets is subject, or (iv) violate any law, rule or regulation, or judgment, decision, order, injunction, decree, award, or writ of any governmental authority or arbitrator to which the Partnership is subject or by which any of its properties or assets is bound.

(d) No person, firm, corporation or entity acting for or on behalf of the Partnership is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the parties in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

(e) Financial Information. The information made available by the Partnership, to the best of the knowledge after due inquiry of the general partner of the Partnership, to PAG and the Investment Banks does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All information made available by the Partnership includes, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding projections, growth plans, and cost reductions and similar matters that are not historical facts. Such statements are based on management’s current expectations, which management believes to be reasonable, and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements.

6. Representations and Warranties of the GE Partners. The GE Partners hereby jointly and severally represent and warrant to the Penske Partners and the Partnership as follows:

(a) Each GE Partner is duly incorporated, validly existing, and in good standing under the laws of its state of incorporation and has the corporate power and lawful authority to own and hold its properties and conduct its business as now owned, held, and conducted in its jurisdiction of incorporation and in the other states (or other jurisdictions) in which it is required to register or qualify to do business. Each GE Partner has the requisite corporate and other power and authority to enter into and to perform its obligations under this Agreement and the other Transaction Documents to which it is a party. The execution, delivery and performance by each GE Partner of this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate and other action on the part of the GE Partners.

(b) This Agreement has been, and each of the Transaction Documents to be executed and delivered by each GE Partner will be, duly executed and delivered by such GE Partner, and this Agreement is, and each of the Transaction Documents, when duly executed and delivered by all parties whose execution and delivery thereof is required, shall be, the legal, valid, and binding obligations of each GE Partner, enforceable against such GE Partner in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, receivership, moratorium, conservatorship, reorganization, or other laws of general application affecting the rights of creditors generally or by general principles of equity.

(c) Neither the execution and delivery of this Agreement or any other Transaction Documents nor the consummation of the transactions contemplated hereby or thereby will (i) violate, breach, or be in conflict with any provisions of the organizational documents of any GE Partner, (ii) result in the creation or imposition of any lien, claim, or encumbrance upon any property, rights or assets of any GE Partner, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, agreement or arrangement to which any GE Partner is a party or by which any GE Partner is bound or to which any of their respective properties or assets is subject, or (iv) violate any law, rule or regulation, or judgment, decision, order, injunction, decree, award, or writ of any governmental authority or arbitrator to which any GE Partner is subject, or by which any of their respective properties or assets is bound.

(d) The Sellers own, of record and beneficially, the Purchased Interests, free and clear of all liens, claims, security interests, restrictions, and encumbrances whatsoever. Subject to the terms of this Agreement, on the Closing Date, the Sellers shall transfer and deliver to PAG good and valid title to the Purchased Interests, free and clear of all liens, claims, security interests, restrictions, and encumbrances whatsoever, except those set forth in the Existing Partnership Agreement.

(e) Each of the GE Partners has been provided full access to financial and other information about the Partnership’s business and has had the opportunity to ask questions of and receive answers from the Partnership’s management concerning the business and financial condition of the Partnership. Each GE Partner has conducted its own investigation, to the extent that it has determined necessary or desirable, regarding the Partnership and the transactions contemplated by this Agreement and the other Transaction Documents, and has obtained sufficient information from such independent efforts, relating to both the Partnership and its business, to enable each GE Partner to evaluate the economic merits and risks of the transactions contemplated by this Agreement and the other Transaction Documents, including the sale to PAG of the Partnership Interests contemplated hereby, and each GE Partner acknowledges that it has determined to enter into this Agreement and the other Transaction Documents to which it is a party based on such investigation. In deciding to enter into this Agreement and the other Transaction Documents, the GE Partners have not relied upon any representations of the Penske Partners or the Partnership, other than those specifically set forth in this Agreement and the other Transaction Documents, and each GE Partner acknowledges that no oral representations have been made by the Penske Partners or the Partnership or any representative of any of them in connection with the transactions contemplated by this Agreement and the other Transaction Documents.

(f) No person, firm, corporation or entity acting for or on behalf of any of the GE Partners is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any of the parties in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

(g) The information made available by each of the Sellers or GECC to the Investment Banks does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made to the extent that the information made available by each of the Sellers or GECC relied on information made available to each of the Sellers or GECC by the Penske Partners or the Partnership. All information made available by each of the Sellers or GECC includes, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding projections, growth plans, and cost reductions and similar matters that are not historical facts. Such statements are based on management’s current expectations, which management believes to be reasonable, and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements.

7. Survival. This Agreement, and the representations, warranties, agreements and covenants of the parties set forth herein shall survive the Closing Date.

8. Conditions Precedent to GE Partners’ Obligations. The obligations of each of the GE Partners contained in this Agreement are subject to the satisfaction of each of the following conditions, unless otherwise waived by written consent of the GE Partners:

(a) On the Closing Date, the representations and warranties contained in Sections 4A, 4B and 5 hereof shall be true and correct in all material respects as of the Closing Date and the Penske Partners and the Partnership shall have so certified to the GE Partners in writing.

(b) All the covenants, agreements, and conditions contained in (i) Section 1 of this Agreement to be performed or complied with by the Penske Partners and the Partnership on or prior to the Closing Date, and (ii) any other Section of this Agreement to be performed or complied with by the Penske Partners and the Partnership on or prior to the Closing Date, as applicable, shall have been performed or complied with in all material respects, and the Penske Partners and the Partnership shall have so certified to the GE Partners in writing.

9. Conditions Precedent to the Penske Partners’ Obligations. The obligations of each of the Penske Parties contained in this Agreement are subject to the satisfaction of each of the following conditions, unless otherwise waived by written consent of the Penske Partners:

(a) On the Closing Date, the representations and warranties contained in Sections 5 and 6 hereof shall be true and correct in all material respects and the GE Partners and the Partnership shall have so certified to the Penske Partners in writing.

(b) All the covenants, agreements, and conditions contained in (i) Section 1 of this Agreement to be performed or complied with by the GE Partners and the Partnership on or prior to the Closing Date, and (ii) any other Section of this Agreement to be performed or complied with by the GE Partners and the Partnership on or prior to the Closing Date, as applicable, shall have been performed or complied with in all material respects, and the GE Parties and the Partnership shall have so certified to the Penske Partners in writing.

10. Conditions Precedent to the Partnership’s Obligations. The obligations of the Partnership contained in this Agreement are subject to the satisfaction of each of the following conditions, unless otherwise waived by written consent of the Partnership:

(a) On the Closing Date, the representations and warranties contained in Sections 4A, 4B and 6 hereof shall be true and correct in all material respects and the GE Partners and Penske Parties shall have so certified to the Partnership in writing.

(b) All the covenants, agreements, and conditions contained in (i) Section 1 of this Agreement to be performed or complied with by the GE Partners and the Penske Partners at or prior to the Closing, and (ii) any other Section of this Agreement to be performed or complied with by the GE Partners and the Penske Partners on or prior to the Closing Date, as applicable, shall have been performed or complied with in all material respects, and the GE Partners and the Penske Partners shall have so certified to the Partnership in writing.

11. Further Assurances. From time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments, and shall take, or cause to be taken, all such further or other actions as the requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated hereby. The parties agree that the foregoing sentence shall include the grant of a right to PAG at its sole discretion, and the obligation of the parties to effectuate if PAG so elects, to indemnify with respect to, or otherwise become liable for the Partnership’s debt up to a percentage amount equal to PAG’s pro-rata partnership interest percentage. Such undertaking shall be subordinated to PAG’s indebtedness to its lenders, is subject to receipt by PAG of any consent of its lenders which is applicable and (A) with respect to any indebtedness of the Partnership to GECC under the Revolving Credit Agreement or the Liabilities Agreement (as defined in the Revolving Credit Agreement) such undertaking will be substantially in the form of the Amended and Restated Indemnification Agreement dated as of June 30, 2006 among GECC and PTLC and (B) with respect to any other Partnership indebtedness, shall be in the form acceptable to such holders of such indebtedness. The Partnership shall not be responsible for any fees associated with PAG’s undertaking pursuant to the previous two (2) sentences. The parties hereto shall use their best efforts to cause the conditions to the parties’ obligations hereunder to be satisfied on or before the Closing Date.

12. Notices. All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefore, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law:

13. Agreement. This Agreement, together with the Transaction Documents, sets forth the entire understanding of the parties with respect to the transaction contemplated hereby. This Agreement is binding on and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this agreement is intended, or shall be deemed, to confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns any rights or remedies.

14. Amendment/Assignment. This Agreement may only be amended by an instrument in writing signed on behalf of each of the parties hereto. No party may assign his or its rights or delegate his or its duties and obligations to be performed under this Agreement without the prior written consent of the other parties.

15. Counterparts. This Agreement may be executed manually or by facsimile in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be considered one and the same agreement.

16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed wholly in such state, without regard to the principles thereof regarding conflict of laws.

17. Severability. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected so long as the economic or legal substances of the transactions contemplated hereby is not affected in any manner materially adverse to any party. A provision of this Agreement held invalid or unenforceable only in part, degree or certain jurisdictions will remain in full force and effect to the extent not held invalid or unenforceable. To the extent permitted by applicable law, each party waives any provision of law which renders any provision of this Agreement invalid or unenforceable.

18. Headings. The headings contained in this Agreement are for reference and convenience only, and do not define or limit the scope or interpretation of this Agreement and are not to be deemed to be a material part of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first set forth above.

AMENDMENT NO. 11
TO THE
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
PENSKE TRUCK LEASING CO., L.P.

This is Amendment No. 11 (this “Amendment”), dated as of June 26, 2008 and effective as of the Partnership’s close of business on June 28, 2008, to the Amended and Restated Agreement of Limited Partnership, dated as of August 10, 1988, as amended by Amendment Nos. 1 through 10 thereto (together, the “Agreement”), of Penske Truck Leasing Co., L.P., a Delaware limited partnership (the “Partnership”), made by and among Penske Truck Leasing Corporation, as the general partner (“PTLC”), and General Electric Credit Corporation of Tennessee (“GE Tennessee”), PTLC Holdings Co., LLC (“PTLC-LLC”), PTLC2 Holdings Co., LLC (“PTLC2”), Penske Automotive Group, Inc. (“PAG”), Logistics Holding Corp. (“Holdco”), RTLC Acquisition Corp. (“RTLC-AC”) and NTFC Capital Corporation (“NTFC”), as limited partners.

WHEREAS, the parties hereto desire to amend the Agreement for the purpose of making the changes hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. Existing Defined Terms. All terms used herein but not otherwise defined herein shall have the same meanings as in the Agreement.

(A) Article 1 of the Agreement is hereby amended by deleting Section 1.5 and substituting the following new Section 1.5 in lieu thereof:

Certain Business Policies. The Partnership adopted prior to June 26, 2008, in accordance with the terms of this Agreement as then in effect, and maintains policies with respect to requirements of federal, state and local environmental statutes and regulations, antitrust laws and regulations, laws and regulations relating to contracts with federal, state and local governments and governmental agencies, insider trading and ethical business practices, as well as credit approval levels. The Partnership shall conduct its business in accordance with such policies, as the same may be amended from time to time in accordance with Subsections 6.5(b)(iii) and (vii).

(B) Article 2 of the Agreement is hereby amended by adding new section 2.38.4 and 2.38.5 as follows:

2.38.4 December 2007 Purchase and Sale Agreement. “December 2007 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated as of December 24, 2007 among the Partnership and the Partners (other than Penske Automotive Group, Inc. (“PAG”)).

2.38.5 June 2008 Purchase and Sale Agreement. “June 2008 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated as of June 26, 2008 among the Partnership and the Partners.

(A) Article 6.4 of the Agreement is hereby amended by adding the following language at the conclusion of paragraph 6.4(a): “PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the PAG Non-Voting Observer were a member of the Advisory Committee. For the avoidance of doubt, any failures to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory Committee.

(B) Article 6.4 of the Agreement is hereby amended by adding new section 6.4(h):

(h) Confidentiality. With respect to any and all information provided to or obtained by any Partner or any of its Affiliates, or any of its or their directors, officers, employees, agents, representatives or advisors, including the PAG Non-Voting Observer, as a result of such Partner being a Partner in the Partnership or being a member of the Advisory Committee, such Partner and each of its Affiliates, and its and their directors, officers, employees, agents, representatives or advisors, including the PAG Non-Voting Observer, shall hold such information in strict confidence and use such information solely in connection with such Partner’s evaluation of its investment in the Partnership; provided, however, that any Partner may disclose such information (i) as required by applicable law, rule or regulation (including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder, and rules of a stock exchange or other self-regulatory bodies), (ii) to any person involved in the preparation of the Partner’s or any of its Affiliates’ financial statements or public filings, (iii) to any of its own Affiliates, or its or their directors, officers, employees, agents, representatives or advisors, or (iv) to any person and such person’s advisors with whom any Partner or any of its Affiliates is contemplating a financing transaction or to whom such Partner is contemplating a transfer of all or any portion of its Partnership Interests, provided that such potential source of financing or transferee and such person’s advisors are advised of the confidential nature of such information and agree to be bound by a confidentiality agreement containing protective provisions no less protective of the information of the Partnership than provided in this Agreement. All press releases, public announcements, and similar publicity (other than such public announcements required by law, rule or regulation, pursuant to clause (i) in the immediately preceding sentence) respecting the Partnership and referencing the name of any Partner or any Affiliate of any Partner (“Non-Issuing Partner”) other than the Partner issuing such press release, public announcement, similar publicity or making such required disclosure shall be made only with the prior written consent of the Non-Issuing Partner, which consent will not be unreasonably withheld; provided however, that without consent any Partner may state in such a public announcement that they are a Partner and disclose the legal names of the Partnership, and the other Partners and their respective parents. Nothing in this paragraph shall waive any attorney-client privilege, attorney work product privilege or other privilege, and any information subject to such privilege shall not be disclosed except by agreement of the Advisory Committee or as required by law or restrict the Partnership’s ability to issue press releases in the ordinary course of business. For purposes of this Subsection 6.4(h), the Partnership shall not be deemed to be an Affiliate of any of the Partners.”

(B) Article 6.4 of the Agreement is hereby amended by deleting the words “GE Tennessee” each time they appear and substituting in lieu thereof “Holdco”, and by adding the following sentences at the conclusion of Article 6.4: “The GE Committee Members selected prior to June 29, 2008 by GE Tennessee and in office on June 28, 2008, shall be deemed approved and proposed by Holdco and shall remain in office on and after June 29, 2008, subject to the further provisions of this Section 6.4. Nothing in this Section 6.4 shall affect the validity or effectiveness of actions taken by the Advisory Committee prior to June 29, 2008, with the GE Committee Members proposed and approved by GE Tennessee acting on the Advisory Committee.”

(C) Article 6.5(b)(iii) of the Agreement is hereby amended by deleting the words “from those set forth in Exhibit A” at the conclusion of that sentence.

(D) Article 6.5(b)(vii) of the Agreement is hereby amended by deleting the words “from those set forth in Exhibit B” at the conclusion of that sentence.

(E) Article 8.2 of the Agreement is hereby amended by deleting the words “Within ninety days” from the second sentence thereof and substituting in lieu thereof “Within sixty days”.

(A) Article 9 of the Agreement is hereby amended by deleting Section 9.2(a) and substituting the following new Section 9.2(a) in lieu thereof:

(a) Except as provided by Section 9.3 hereof and except as provided by Section 3 of the Purchase and Sale Agreement, Section 1 of the December 2007 Purchase and Sale Agreement, and Section 1 of the June 2008 Purchase and Sale Agreement, no Limited Partner may Transfer his limited partner interest in the Partnership to any Person nor may PTLC cease to own, directly or indirectly, and have voting control over, at least 100% of the outstanding membership interests of either PTLC-LLC or PTLC2, provided, however, that (A) each of GE Tennessee, RTLC-AC, NTFC and Holdco may assign any of their rights and obligations, including Section 9.2, to any member or members of the consolidated group of which General Electric Company is the common parent, (B) each of PTLC-LLC and PTLC2 may assign any of their rights and obligations, including Section 9.2, to PAG or to any member or members of a consolidated group of which PTLC and such assignees are members and the ultimate owners of PTLC and such assignees own the same percentages of PTLC and such assignees (the “PTLC Consolidated Group”), (C) PAG may assign any of its rights and obligations, including Section 9.2, to any member or members of the PTLC Consolidated Group or a member of the PAG consolidated group, and (D) PAG may, in connection with a bona fide financing from one or more third-party lenders, such lenders, or an agent or a representative therefor (a “Bona Fide Lender”), grant a security interest in, or otherwise pledge, to a Bona Fide Lender, PAG’s share in the profits and losses of the Partnership and PAG’s right to receive distributions of the Partnership solely with respect to all or any portion of the nine percent (9%) limited partnership interest in the Partnership purchased by PAG pursuant to the June 2008 Purchase and Sale Agreement, as such percentage may be increased other than by virtue of a Transfer (including by operation of law) to PAG or any of its subsidiaries of any additional interest (such portion of the limited partnership interests in the Partnership owned by PAG and so secured or pledged being referred to herein as the “PAG Pledged Interest”), it being understood and agreed that (i) prior to or upon any foreclosure or similar exercise of rights of the Bona Fide Lender pursuant to the terms of its security interest (a “Foreclosure”) the Bona Fide Lender (or any transferee of the Pledged PAG Interest following any foreclosure) shall only be entitled to receive distributions of cash or other property from the Partnership in accordance with the terms of the Partnership Agreement (and after a Foreclosure only to receive allocations of the income, gains, credits, deductions, profits and losses of the Partnership attributable to such PAG Pledged Interest after the effective date of such Foreclosure in accordance with the terms of this Agreement) and shall not at any time become a Partner (and shall not have any rights with respect to governance, voting, approvals, consents, observation or other management rights with respect to the Partnership, all of which shall remain with PAG) and (ii) upon a Foreclosure, PAG’s rights with respect to governance, observation or other management rights with respect to the Partnership shall lapse and any and all voting, approval and consent rights of PAG attributable to the PAG Pledged Interest foreclosed upon shall be deemed made in proportion to the other Partners or members of the Advisory Committee, as applicable and as the case may be. Prior to and as a condition to an assignment as contemplated by clause (B) or (C) above, the assignee shall agree in writing to be bound by all of the terms and conditions of this Agreement in the same manner as assignor.

(B) Article 9 of the Agreement is hereby amended by deleting the third sentence of Section 9.3(a) added by the Tenth Amendment and substitution the following sentence in lieu thereof:

“Solely for the purposes of this Section 9.3, PTLC, PTLC-LLC, PTLC2 and PAG shall be treated as one Partner and GE Tennessee, RTLC-AC, NTFC and Holdco shall be treated as one Partner.”

(C) Section 9.3(o) of the Agreement as added by Section 6(G) of Amendment No. 9 dated June 30, 2006 (“Amendment No. 9”), to the Amended and Restated Partnership Agreement, dated as of August 10, 1988 as then amended, is hereby redesignated as Section 9.3(q) of the Agreement. Section 9.3(o) of the Agreement as in effect immediately prior to Amendment No. 9 remains in full force and effect. The references to Section 9.3(o) in Sections 9.3(i), 9.3 (j), 9.3(k) and, as so redesignated, 9.3(q) of the Agreement are hereby amended by replacing such references with references to Section 9.3(q).

(D) The last sentence of Section 9.3(m) of the Agreement is hereby amended by deleting the words “General Electric Credit Corporation of Tennessee” the second time they appear and substituting in lieu thereof “GE Tennessee, RTLC-AC, NTFC or Holdco”.

5. Addition of Schedule A-10. The provisions of this section 6 shall apply, notwithstanding any other provision in the Agreement. Schedule A-10 is hereby added to the Agreement, in the form of Exhibit 1 hereto. The adjustments in Percentage Interests pursuant to this Amendment shall be effective as of the close of the Partnership’s business on June 28, 2008 (the “Effective Date”). For the period beginning January 1, 2008 and ending on the Effective Date, allocation of Partnership Profits and Losses attributable to such period shall be computed on the basis of the Percentage Interests in effect before this Amendment. For all periods beginning after the Effective Date, allocation of such Profits and Losses shall be computed on the basis of the Percentage Interests reflected in this Amendment until such time as the Percentage Interests change in accordance with the Agreement. Notwithstanding any other provision in the Agreement, all distributions made after the Effective Date (including but not limited to the distribution made by April 15, 2009 in respect of profits for the 2008 Partnership Year) shall be computed on the basis of the Percentage Interest reflected in this Amendment until such time as the Percentage Interests change in accordance with the Agreement. Notwithstanding the foregoing, the right of any future transferee of a Partnership Interest to distributions or allocations shall be governed by Article 9 of the Agreement unless otherwise subsequently amended or mutually agreed to in writing by the parties to the future Transfer either permitted by the Agreement or consented to in writing by all Partners.

6. Authorization of General Partner; Further Action. The General Partner is hereby authorized to take all actions necessary or appropriate to effectuate this Amendment and to consummate the transactions contemplated hereby. Each of the parties hereto shall execute such further instruments and take such other actions as may be reasonably requested in order to effectuate the purposes of this Amendment.

7. Compliance With Article 11. This Amendment is adopted pursuant to Article 11 of the Agreement. Except as expressly provided herein, the Agreement is in all respects ratified and confirmed.

8. Authorization for Second Amended and Restated Agreement. The parties hereto hereby authorize the preparation of an amended and restated Agreement to be the Second Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P. and, in connection therewith, the parties hereby agree to make such amendments to Article 5 of the Agreement as are necessary to reflect computations of values finalized subsequent to June 11, 2001 as provided in Section 8 of Amendment No. 8 to the Agreement and to incorporate the terms of Amendment Nos. 4, 5, 6, 7, 8, 9 and 10 to the Agreement and this Amendment to the Agreement, and to the extent applicable, Amendment Nos. 1, 2 and 3 to the Agreement.

9. Counterpart Execution. This Amendment may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same Agreement.

Amendment to be duly executed and delivered on its behalf by its duly authorized officer or
representative on the date and year first above written.


LIMITED PARTNERS:
NTFC CAPITAL CORPORATION By/s/ Mark Cohen		PTLC HOLDINGS CO., LLC By /s/ Brian Hard

Title: Authorized Person		Title: President
RTLC ACQUISITION CORP. By/s/ Mark Cohen		LOGISTICS HOLDING CORP. By/s/ Mark Cohen

Title: Authorized Person		Title: Authorized Person
PENSKE AUTOMOTIVE GROUP, INC. By /s/ Robert O’Shaughnessy		PTLC2 HOLDINGS CO., LLC By /s/ Brian Hard

Title: Executive Vice President — Finance		Title: President
GENERAL ELECTRIC CREDIT CORPORATION OF TENNESSEE By/s/ Mark Cohen

Title: Authorized Person

EXHIBIT 1

Schedule A-10
Effective at the Close of Business of the Partnership on June 28, 2008


Name and Address	Percentage Interest

General Partner

Penske Truck Leasing Corporation		11.68	%
Route 10, Green Hills Reading, Pennsylvania 19603-0563
Limited Partners:

General Electric Credit Corporation of		0.50	%
Tennessee 44 Old Ridgebury Road Danbury, Connecticut 06810
PTLC Holdings Co., LLC		18.32	%
1105 N. Market Street, Ste. 1300 Wilmington, DE 19801
PTLC2 Holdings Co., LLC		10.00	%
1105 N. Market Street, Ste. 1300 Wilmington, DE 19801
Logistics Holding Corp.		13.26	%
1209 Orange Street Wilmington, DE 19808
RTLC Acquisition Corp.		35.29	%
2711 Centerville Road Suite 400 Wilmington, DE 19801
NTFC Capital Corporation		1.95	%
44 Old Ridgebury Road Danbury, Connecticut 06810
Penske Automotive Group, Inc.		9.00	%

2555 Telegraph Road
Bloomfield Hills, Michigan 48302

Note: This form of amended and restated partnership agreement is intended to reflect a composite version of the original 1988 agreement and the subsequent eleven amendments. Certain errors may be present relating to the process of making a composite agreement, though the registrant believes any such errors would be immaterial.

FORM OF SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

PENSKE TRUCK LEASING CO., L.P.

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 26th day of July, 2008, and effective as of the 28th day of June, 2008, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at Route 10, Green Hills, Reading, Pennsylvania 19603-0563 (“Penske”, or the “General Partner”), as general partner, and General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“GE Tennessee”), PTLC Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300,, Wilmington, Delaware 19801 (“PTLC2-LLC”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (“PAG”), Logistics Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (“Holdco”), RTLC Acquisition Corp. a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (“RTLC-AC”), and NTFC Capital Corporation, a Delaware corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“NTFC” and, together with GE Tennessee, PTLC-LLC, PTLC2-LLC, PAG, Holdco, and RTLC-AC, hereinafter collectively referred to as the “Limited Partners”), as limited partners. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”

WITNESSETH:

WHEREAS, a limited partnership was heretofore formed in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del.C. §17-101, et seq.), as amended from time to time and any successor to such Act (the “Act”) under the name Penske Truck Leasing Co., L.P. pursuant to an Agreement of Limited Partnership dated July 18, 1988;

WHEREAS, the Agreement of Limited Partnership was amended and restated in its entirety by the Amended and Restated Agreement of Limited Partnership dated August 10, 1988;

WHEREAS, the Partners have entered into a series of amendments to the Amended and Restated Agreement of Limited Partnership, said amendments being Amendments Nos. 1 through 11 to the Amended and Restated Agreement of Limited Partnership; and

WHEREAS, the parties hereto desire to amend and restate in its entirety the Amended and Restated Agreement of Limited Partnership of the Partnership as hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, hereby agree that the Amended and Restated Agreement of Limited Partnership of the Partnership is hereby amended and restated in its entirety by this Second Amended and Restated Agreement of Limited Partnership and, as so amended and restated hereby, shall read in its entirety as follows:

ARTICLE 1

THE LIMITED PARTNERSHIP

1.1 Formation.

(a) The parties hereto, in consideration of the mutual covenants herein contained, have heretofore become partners in a limited partnership (hereinafter referred to as the “Partnership”) formed under and pursuant to the provisions of the Act to engage in the business hereinafter described for the period and upon the terms and conditions hereinafter set forth.

(b) The Limited Partners have been admitted to the Partnership as Limited Partners, and the General Partner and the Limited Partners have contributed to the capital of the Partnership their initial Capital Contributions, as set forth in Article 3 below, and the Partnership repurchased the interest of Frank Cocuzza (the original limited partner of the Partnership), who upon such repurchase ceased to have an interest in the Partnership, in exchange for payment of cash of his $10.00 capital contribution to the Partnership.

1.2 Certificate of Limited Partnership. The General Partner has executed and caused to be filed (a) a Certificate of Limited Partnership of the Partnership in the office of the Secretary of State of the State of Delaware on July 18, 1988, (b) a Certificate of Amendment to Certificate of Limited Partnership of the Partnership in the office of the Secretary of State of the State of Delaware on July 21, 1988, and a (c) Certificate of Amendment to Certificate of Limited Partnership of the Partnership in the office of the Secretary of State of the State of Delaware on March 20, 2002 (such Certificate of Limited Partnership, together with and as amended by such Certificates of Amendment, is hereinafter collectively referred to as the “Certificate”). The General Partner hereafter shall execute such further documents (including any additional amendments to the Certificate) and take such further action as shall be appropriate to comply with all requirements of law for the formation and operation of a limited partnership in the State of Delaware and all other counties and states where the Partnership may elect to do business.

1.3 Name. The name of the Partnership is Penske Truck Leasing Co., L.P. Subject to the provisions of Subsection 6.5(b)(iv), the General Partner may change the name of the Partnership or cause the business of the Partnership to be conducted under any other name (other than any name including the term “General Electric” or derivatives thereof) and, in any such event, the General Partner shall notify the Limited Partners of such name change within thirty days thereafter.

1.4 Character of Business. The business of the Partnership shall be (i) the renting, leasing and servicing of tractors, trailers and trucks to third party users, (ii) to act as both a contract and common motor carrier and (iii) such other activities and business as may be lawfully conducted by a limited partnership formed under the laws of the State of Delaware. The Partnership shall have and exercise all the powers now or hereafter conferred by the laws of the State of Delaware on limited partnerships formed under the laws of that State, and to do any and all things as fully as natural persons might or could do as are not prohibited by law in furtherance of the aforesaid business of the Partnership. The business of the Partnership shall be conducted in accordance with, and any action required or permitted to be taken by the General Partner or any Limited Partner shall be taken in compliance with, all applicable laws, rules and regulations.

1.5 Certain Business Policies. The Partnership adopted prior to June 26, 2008, in accordance with the terms of this Agreement as then in effect, and maintains policies with respect to requirements of federal, state and local environmental statutes and regulations, antitrust laws and regulations, laws and regulations relating to contracts with federal, state and local governments and governmental agencies, insider trading and ethical business practices, as well as credit approval levels. The Partnership shall conduct its business in accordance with such policies, as the same may be amended from time to time in accordance with Subsections 6.5(b)(iii) and (vii).

1.6 Principal Offices. The location of the principal offices of the Partnership shall be at Route 10, Green Hills, Reading, Pennsylvania 19603-0563, or at such other location as may be selected from time to time by the General Partner. If the General Partner changes the location of the principal offices of the Partnership, the Limited Partners shall be notified within thirty days thereafter. The Partnership may maintain such other offices at such other places as the General Partner deems advisable.

1.7 Fiscal Year. The fiscal year of the Partnership shall be the calendar year (the “Partnership Year”).

1.8 Accounting Matters. Unless otherwise specified herein, all accounting determinations hereunder shall be made, all accounting terms used herein shall be interpreted, and all financial statements required to be delivered hereunder shall be prepared, in accordance with Generally Accepted Accounting Principles, except, in the case of such financial statements, for departures from Generally Accepted Accounting Principles that may from time to time be approved in writing by the Partners and the Auditor who is at the time reporting on such financial statements.

ARTICLE 2

DEFINITIONS

The following defined terms used in this Agreement shall have the respective meanings specified below.

2.1 Act. “Act” shall have the meaning ascribed to such term in the first “Whereas” clause hereof.

2.2 Adjusted Capital Account Deficit. “Adjusted Capital Account Deficit” means, with respect to any Limited Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts that such Partner is obligated to restore (pursuant to the terms of this Agreement or otherwise) or deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

2.3 Advisory Committee. “Advisory Committee” shall have the meaning ascribed to such term in Subsection 6.4(a).

2.4 Affiliate. “Affiliate” shall mean (i) any Person directly or indirectly controlling, controlled by, or under common control with, another Person, (ii) a Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other Person, (iii) any officer, director or general partner of such other Person, (iv) if such other Person is an officer, director or general partner, any other entity for which such Person acts in any capacity and (v) with respect to the General Partner and the Partnership, any Person directly or indirectly controlled by the General Partner.

2.5 Agreement. This “Agreement” shall refer to this Second Amended and Restated Agreement of Limited Partnership, including the Schedules hereto, as the same may be amended from time to time.

2.6 Agreement Date. “Agreement Date” shall mean August 10, 1988.

2.7 Applicable Percentage. “Applicable Percentage” shall mean (i) with respect to the 2001 Partnership Year, 62%, (ii) with respect to the Partnership Years 2002 through June 30, 2006, 58%, and (iii) for all Partnership Years (or parts thereof) after June 30, 2006, 50%.

2.8 Auditor. “Auditor” shall mean Deloitte & Touche LLP (until December 31, 2003) and KPMG LLP (from and after January 1, 2004), or any successor firm of independent auditors selected pursuant to Subsection 6.4(f).

2.9 Available Cash. “Available Cash” means at any point in time all cash and cash equivalents on hand of the Partnership from any source (including, without limitation, any proceeds from borrowings) less cash reasonably reserved or reasonably anticipated to be required for debts and expenses, interest and scheduled principal payments on any indebtedness, capital expenditures, taxes or the activities of the Partnership.

2.10 Bankruptcy. The “Bankruptcy” of a Partner shall mean (i) the filing by a Partner of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal or state insolvency law, or a Partner’s filing an answer consenting to or acquiescing in any such petition, (ii) the making by a Partner of any assignment for the benefit of its creditors or (iii) the expiration of sixty days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for the assets of a Partner, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty-day period.

2.11 Bona Fide Lender. “Bona Fide Lender” shall have the meaning ascribed to such term in Subsection 9.2(a).

2.12 Business Day. “Business Day” means any day other than a Saturday or Sunday or other day that commercial banks are required or permitted to be closed in either New York City or Detroit.

2.13 Capital Account. “Capital Account” means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i) To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 5.3 or Section 5.4, and the amount of any Partnership liabilities assumed by such Partner or that are secured by any Partnership Property distributed to such Partner;

(ii) To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 5.3 or Section 5.4, and the amount of any liabilities of such Partner assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.

(i) In the event all or a portion of an interest in the Partnership is transferred, in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

(ii) In determining the amount of any liability for purposes of subparagraphs (i) and (ii) and the definition of “Capital Contribution,” there shall be taken into account Code Section 752 (c) and any other applicable provisions of the Code and Regulations.

2.14 Capital Contribution. A “Capital Contribution” of a Partner shall be each amount or asset which such Partner contributes to the capital of the Partnership as provided in Article 3.

2.15 Certificate. “Certificate” shall have the meaning ascribed to such term in Section 1.2.

2.16 Code. “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time, or the corresponding provisions of any successor statute.

2.17 December 2007 Purchase and Sale Agreement. “December 2007 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated December 24, 2007 among the Partnership and the Partners (other than PAG).

2.18 Depreciation. “Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that (i) with respect to any asset whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial allocation method” defined by Treasury Regulation Section 1.704-3(d), Depreciation for such fiscal year or other period shall be the amount of the book basis recovered for such fiscal year or other period under the rules prescribed in Treasury Regulation Section 1.704-3(d)(2) (notwithstanding anything to the contrary in Subsection 5.5(c)) and (ii) with respect to any other asset whose Gross Asset Value differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis of an asset at the beginning of such fiscal year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method agreed upon by the Partners.

2.19 Effective Time. “Effective Time” shall have the meaning ascribed to such term in Subsection 3.11

2.20 Event of Withdrawal. “Event of Withdrawal” shall have the meaning ascribed to such term in Subsection 10.1(b).

2.21 Foreclosure. “Foreclosure” shall have the meaning ascribed to such term in Subsection 9.2(a).

2.22 GECC. “GECC” means General Electric Capital Corporation, a Delaware corporation.

2.23 GE Committee Member. “GE Committee Member” shall have the meaning ascribed to such term in Subsection 6.4(a).

2.24 GE Tennessee. “GE Tennessee” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.25 Gelco Assumed Liabilities. “Gelco Assumed Liabilities” shall have the meaning ascribed to such term in the Venture Agreement.

2.26 Gelco Leased Assets. “Gelco Leased Assets” shall have the meaning ascribed to such term in the Venture Agreement.

2.27 Gelco Purchased Assets. “Gelco Purchased Assets” shall have the meaning ascribed to such term in the Venture Agreement.

2.28 General Partner. “General Partner” shall have the meaning ascribed to such term in the first Paragraph of this Agreement and shall include each Person admitted from time to time as a general partner in the Partnership.

2.29 Generally Accepted Accounting Principles. “Generally Accepted Accounting Principles” shall refer to generally accepted accounting principles as in effect from time to time in the United States of America.

2.30 GP Committee Member. “GP Committee Member” shall have the meaning ascribed to such term in Subsection 6.4(a).

2.31 Gross Asset Value. “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes except as follows:

(1) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as agreed to by the Partners at the time of such contribution;

(2) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as proposed by the General Partner and approved by the Majority Limited Partners, as of the following times: (a) the acquisition of an additional interest in the Partnership (other than pursuant to Sections 3.1 and 3.2 hereof or pursuant to Paragraphs 3.3, 3.4 or 3.5 of the Venture Agreement) by any new or existing Partner in exchange for more than a de minimis capital contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property, unless all Partners receive simultaneous distributions of undivided interests in the distributed property in proportion to their respective Percentage Interests; (c) the liquidation of the Partnership within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); and (d) the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code; and

(3) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections 2.31(1) or (2) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

2.32 Holdco. “Holdco” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.33 HP Contributed Assets. “HP Contributed Assets” shall have the meaning ascribed to such term in the Venture Agreement.

2.34 HP Contributed Liabilities. “HP Contributed Liabilities” shall have the meaning ascribed to such term in the Venture Agreement.

2.35 HP Leased Assets. “HP Leased Assets” shall have the meaning ascribed to such term in the Venture Agreement.

2.36 Interested Party. “Interested Party” shall have the meaning ascribed to such term in Subsection 6.6(a).

2.37 Joint Committee Member. “Joint Committee Member” shall have the meaning ascribed to such term in Subsection 6.4(a).

2.38 June 2006 Purchase and Sale Agreement. “June 2006 Purchase and Sale Agreement 2006” means that certain Purchase and Sale Agreement dated June 30, 2006 among the Partnership, the Partners (other than PTLC2-LLC and PAG), and GECC.

2.39 June 2008 Purchase and Sale Agreement. “June 2008 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated June 26, 2008 among the Partnership and the Partners.

2.40 Limited Partner. “Limited Partner” shall have the meaning ascribed to such term in the first Paragraph of this Agreement and shall include each Person admitted from time to time as a limited partner in the Partnership.

2.41 Logistics LLC. “Logistics LLC” means Penske Logistics LLC, a Delaware limited liability company.

2.42 Majority Limited Partners. “Majority Limited Partners” shall mean, at any given time, Limited Partners (other than Penske and its Affiliates) who then hold a majority of limited partner interests in the Partnership (exclusive of any limited partner interest in the Partnership then held by Penske or its Affiliates).

2.43 NTFC. “NTFC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.44 Net Losses. “Net Losses” shall have the meaning ascribed to such term in Subsection 9.3(j).

2.45 Non-Issuing Partner. “Non-Issuing Partner” shall have the meaning ascribed to such term in Subsection 6.4(h).

2.46 Nonrecourse Deductions. “Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

2.47 Nonrecourse Liability. “Nonrecourse Liability” has the meaning set forth in Regulations Section 1.704-2(b)(3).

2.48 Offer. “Offer” shall have the meaning ascribed to such term in Subsection 9.3(b).

2.49 Offered Interest. “Offered Interest” shall have the meaning ascribed to such term in Subsection 9.3(b).

2.50 Offeree Partner. “Offeree Partner” shall have the meaning ascribed to such term in Subsection 9.3(b).

2.51 Offering Partner. “Offering Partner” shall have the meaning ascribed to such term in Subsection 9.3(b).

2.52 Opening Balance Sheet. “Opening Balance Sheet” shall have the meaning ascribed to such term in Section 3.3.

2.53 Original Partnership Agreement. “Original Partnership Agreement” shall mean the Amended and Restated Agreement of Limited Partnership dated August 10, 1988, together with and as amended by Amendments Nos. 1 through 11 thereto.

2.54 PAG. “PAG” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.55 PAG Non-Voting Observer. “PAG Non-Voting Observer” shall have the meaning ascribed to such term in Subsection 6.4(a).

2.56 PAG Pledged Interest. “PAG Pledged Interest” shall have the meaning ascribed to such term in Subsection 9.2(a).

2.57 PTLC-LLC. “PTLC-LLC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.58 PTLC2-LLC. “PTLC2-LLC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.59 Partner. “Partner” shall mean the General Partner or a Limited Partner.

2.60 Partner Nonrecourse Debt. “Partner Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).

2.61 Partner Nonrecourse Debt Minimum Gain. “Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with the provisions of Regulations Section 1.704-2(i)(3) relating to “partner nonrecourse debt minimum gain.”

2.62 Partner Nonrecourse Deductions. “Partner Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

2.63 Partnership. “Partnership” shall have the meaning ascribed to such term in Subsection 1.1(a).

2.64 Partnership Certificate. “Partnership Certificate” shall have the meaning ascribe to such term in Section 3.10.

2.65 Partnership Interest. “Partnership Interest” shall refer, with respect to a given Partner as of a given date, to such Partner’s general partner interest in the Partnership (if any) and such Partner’s limited partner interest in the Partnership (if any), in each case as of such date.

2.66 Partnership Minimum Gain. “Partnership Minimum Gain” has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

2.67 Partnership Year. “Partnership Year” shall have the meaning ascribed to such term in Section 1.7.

2.68 Penske. “Penske” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.69 Penske Consolidated Group. “Penske Consolidated Group” shall have the meaning ascribed to such term in Subsection 9.2(a).

2.70 Percentage Interest. The “Percentage Interest” of a Partner shall be the percentage set forth next to its respective name on Schedule A hereto, as such Schedule A shall be amended from time to time to reflect transfers of interests in the Partnership to the extent permitted by this Agreement.

2.71 Person. “Person” shall include an individual, a partnership, a corporation, a limited liability company, a trust, an unincorporated organization, a government or any department or agency thereof, and any other entity.

2.72 Profits and Losses. “Profits” and “Losses” shall mean, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.72 shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.51 shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subsection 2.31(2) or (3) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period;

(vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 734(b) or 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or (m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provision of this definition of “Profits” and “Losses,” any items that are specially allocated pursuant to Sections 5.3 and 5.4 shall not be taken into account in computing Profits or Losses.

The amounts of items of Partnership income, gain, loss, or deduction available to be specially allocated pursuant to Sections 5.3 and 5.4 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi).

2.73 Purchased Interest. “Purchased Interest” shall have the meaning ascribed to such term in Subsection 9.3(n).

2.74 RTLC-AC. “RTLC-AC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement.

2.75 Regulations. “Regulations” means the United States Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended, modified or supplemented from time to time.

2.76 Returns. “Returns” shall have the meaning ascribed to such term in Section 8.2(d).

2.77 Regulatory Allocations. “Regulatory Allocations” has the meaning set forth in Section 5.4.

2.78 Schedule. “Schedule” shall refer to one of several written Schedules to this Agreement, each of which is hereby incorporated into and made a part of this Agreement for all purposes.

2.79 Securities Act. “Securities Act” shall have the meaning ascribed to such term in Section 13.2.

2.80 Seventh-Member Request. “Seventh Member Request” shall have the meaning ascribed to such term in Section 6.4(a).

2.81 Subsidiary. “Subsidiary” shall refer to (a) a corporation (or equivalent legal entity under foreign law) of which another Person owns directly or indirectly more than 50% of the stock, the holders of which are ordinarily and generally, in the absence of contingencies or understandings, entitled to vote for the election of directors, (b) any limited liability company in which such Person owns directly or indirectly more than 50% of the membership interests, and (c) any partnership in which such other Person owns directly or indirectly more than a 50% interest.

2.82 Tax Matters Partner. “Tax Matters Partner” shall have the meaning ascribed to such term in Subsection 8.2(e).

2.83 Transfer. “Transfer” shall have the meaning ascribed to such term in Subsection 9.3(a).

2.84 Venture Agreement. “Venture Agreement” shall mean that certain Venture Agreement, dated as of August 1, 1988, by and among Penske, GE Tennessee, Gelco Corporation and the Partnership, as the same may be amended and in effect from time to time.

2.85 Written JCM Suspension. “Written JCM Suspension” shall have the meaning ascribed to such term in Section 6.4(d)(ii).

2.86 General Provisions. As used in this Agreement, except as the context otherwise requires, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the Schedules hereto, and not to any particular Article, Section, Subsection, Clause or Subdivision contained in this Agreement. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the respective meanings ascribed to such terms in the Venture Agreement.

ARTICLE 3

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1 Initial Capital Contribution.

(a) Penske, as its initial Capital Contribution to the capital of the Partnership, conveyed, transferred and assigned into the name of the Partnership, or caused to be so conveyed, transferred and assigned, all right, title and interest of Penske and its Affiliates in and to the HP Contributed Assets, as provided by Paragraph 3.1 of the Venture Agreement.

(b) In connection with the Capital Contribution referred to in Subsection 3.1(a), the Partnership assumed the HP Contributed Liabilities to be assumed by it pursuant to the Venture Agreement and executed and delivered an assumption agreement to Penske and its Affiliates, as applicable, all as more fully set forth in the Venture Agreement.

(c) GE Tennessee, as its initial Capital Contribution to the capital of the Partnership, paid or caused to be paid into the Partnership the sum of $98,000,000.00, as provided by Paragraph 3.2 of the Venture Agreement.

3.2 Additional Capital Contributions. Except to the extent set forth in Paragraph 11.2 of the Venture Agreement (relating to indemnification payments) and Paragraph 11.6 of the Venture Agreement (relating to certain post-closing date adjustments), none of which shall result in a change in a Partner’s Percentage Interest, no additional contributions shall be required to be made by the Partners. Notwithstanding the foregoing, Penske contributed $41,400,000 in cash as an additional contribution to the capital of the Partnership on June 11, 2001 and Penske’s Capital Account was credited for the amount of such contribution.

3.3 Opening Balance Sheet. Promptly after the Agreement Date, the Partnership prepared a balance sheet (the “Opening Balance Sheet”) of the Partnership, as of the Agreement Date (after giving effect to (i) the transfer of the HP Contributed Assets to, and the assumption of the HP Contributed Liabilities by, the Partnership, (ii) the purchase by the Partnership of the Gelco Purchased Assets and the assumption by the Partnership of the Gelco Assumed Liabilities and (iii) the lease by the Partnership of the HP Leased Assets and the Gelco Leased Assets).

3.4 Capital Accounts. A Capital Account shall be established and maintained for each Partner on the books of the Partnership. Each Partner’s interest in the capital of the Partnership shall be represented by its Capital Account.

3.5 Negative Capital Accounts. In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (x) distributions shall be made pursuant to Article 10 to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (y) if any General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3), provided, however, that such Limited Partner’s contribution obligation pursuant to this Section 3.5 shall be limited to an amount equal to the excess, if any, of (i) the aggregate Losses allocated to such Limited Partner pursuant to Section 5.2(b)(ii) for all taxable years, including the taxable year during which such liquidation occurs, over (ii) the aggregate gain allocated to such Limited Partner pursuant to Section 5.3(g) for all taxable years, including the taxable year during which such liquidation occurs. Except as provided in this Section 3.5, a Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purposes whatsoever.

3.6 Compliance with Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) (or any corresponding provision of succeeding law) and shall be interpreted and applied in a manner consistent with such Regulation. In the event the General Partner shall determine and the Majority Limited Partners approve that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulation, the Partnership may make such modifications. The Partnership also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b) (or any corresponding provisions of succeeding law).

3.7 Succession to Capital Accounts. In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement and the Venture Agreement (including, without limitation, Paragraphs 3.3, 3.4, 3.5 and 12.5 thereof), the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. For purposes of the preceding sentence, the portion of the Capital Account to which the transferee succeeds shall be that percentage of the transferor’s total Capital Account as the Percentage Interest being transferred bears to the total Percentage Interest of the transferor.

3.8 Certain Adjustments. In the event the Gross Asset Values of the assets of the Partnership are adjusted pursuant to the provisions of this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equal to the amount of such aggregate net adjustment.

3.9 No Withdrawal of Capital Contributions. No Partner shall withdraw any Capital Contributions without the unanimous written approval of the other Partners. No Partner shall receive any interest with respect to its Capital Contributions.

3.10 Partnership Certificates. The General Partner may prepare and deliver to each Partner a certificate to evidence such Partner’s interest in the Partnership (a “Partnership Certificate”), which certificate shall set forth the Partner’s Percentage Interest as of the date of issuance of the certificate. Each such certificate shall evidence a Partner’s interest only as of the date of issuance, shall be non-transferable and non-negotiable and shall be subject to the terms of this Agreement, which shall govern with respect to such Partner’s Percentage Interest from time to time and the rights and obligations of such Partner.

3.11 Prior Additional Capital Contributions. Pursuant to Amendments Nos. 2 though 8 to the Amended and Restated Agreement of Limited Partnership, (a) GE Tennessee, Penske, RTLC-AC, Logistics LLC, and Holdco each contributed capital to the Partnership, (b) Penske, GE Tennessee, and Logistics LLC each transferred all or a portion of its Partnership Interest to PTLC-LLC, NTFC, and Holdco, respectively, and (c) the Partnership made certain distributions to certain partners. Upon such contributions and after giving effect to such transfers, RTLC-AC, PTLC-LLC, NTFC, and Holdco were each admitted as a Limited Partner. Pursuant to the June 2006 Purchase and Sale Agreement, GE Tennessee transferred a portion of its Partnership Interest to PTLC-LLC. Pursuant to the December 2007 Purchase and Sale Agreement, GE Tennessee transferred a portion of its Partnership Interest to PTLC2-LLC. Pursuant to the June 2008 Purchase and Sale Agreement, GE Tennessee and Holdco each transferred a portion of its Partnership Interest to PAG. Effective as of the close of the Partnership’s business on June 28, 2008 (the “Effective Time”), the Percentage Interest of each Partner in the Partnership was (and remains as of the date hereof) as set forth on Schedule A hereto.

ARTICLE 4

COSTS AND EXPENSES

4.1 Organizational and Other Costs. The Partnership paid or caused to be paid all costs and expenses incurred in connection with the formation and organization of the Partnership, except to the extent that such costs were required to be borne by the parties to the Venture Agreement as set forth therein. Such costs and expenses borne by the Partnership included, without limitation, all related accounting, consulting, filing and registration costs.

4.2 Operating Costs. The Partnership shall (i) pay or cause to be paid all costs and expenses of the Partnership incurred in pursuing and conducting, or otherwise related to, the business of the Partnership and (ii) reimburse the General Partner for any documented out-of-pocket costs and expenses incurred by it in connection therewith (including, without limitation, in the performance of its duties as tax matters partner), to the extent permitted by Subsection 6.7(b).

ARTICLE 5

DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;

TAX MATTERS

5.1 Distributions Prior to Dissolution.

(a) Annual Distributions. By no later than April 15 of each calendar year, the Partnership shall make a distribution to the Partners of Available Cash, in the following amounts, order and priority, provided, however, that except as set forth in Subsection 5.1(b) below, distributions made pursuant to this Section 5.1(a) shall not exceed, in the aggregate, the Applicable Percentage of the Partnership’s profits determined in accordance with Generally Accepted Accounting Principles in respect of the preceding Partnership Year:

(i) First, in the event that the Partnership shall have sold all or substantially all of the RTLC-AC truck leasing business, to RTLC-AC in an amount equal to the excess, if any, of (A) the excess, if any, of (1) $57 million, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the RTLC-AC truck leasing business, over (II) the sales price for such intangibles, over (B) all prior distributions to RTLC-AC pursuant to this Section 5.1(a)(i);

(ii) Second, in the event that the Partnership shall have sold all or substantially all of the logistics business of the Partnership, to Holdco in an amount equal to the excess, if any, of (A) the excess, if any of (1) $183 million, over (2) the product of (x) .40 times (y) the excess, if any, of (I) the initial Gross Asset Value of the Code Section 197 intangibles attributable to the logistic business, over (II) the sales price for such intangibles, over (B) all prior distributions to Holdco pursuant to this Section 5.1(a)(ii); and

(iii) Third, to the Partners pro rata in accordance with each Partner’s Percentage Interest.

(b) Discretionary Special Distributions. Subject to the provisions of Subsection 6.5(b)(xi), the General Partner may from time to time cause the Partnership to make other distributions to the Partners, provided that any such distribution is made pro rata in accordance with each Partner’s Percentage Interest.

5.2 Partnership Allocations.

(a) Profits and Losses. After giving effect to the special allocations set forth in Sections 5.3 and 5.4, Profits and Losses of the Partnership shall be allocated to the Partners in proportion to their Percentage Interests, subject to the limitation in Section 5.2(b) below with respect to the allocation of Losses.

(b) Loss Limitation.

(i) Capital Account Limitation. The Losses allocated pursuant to Section 5.2(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any taxable year. All losses in excess of the limitations set forth in this Section 5.2(b) shall be allocated to (i) in the case of PTLC-LLC and PTLC2-LLC, to the General Partner, and (ii) in the case of any Limited Partner other than PTLC-LLC or PTLC2-LLC, to any other Limited Partner other than PTLC-LLC or PTLC2-LLC without such an Adjusted Capital Account Deficit in proportion to and to the extent of the amount of Losses that can be allocated to each such Limited Partner without causing it to have an Adjusted Capital Account Deficit. Any Losses remaining after the reallocation provided for in the preceding sentence shall be allocated to the General Partner.

(ii) Tax Basis Limitation. If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Section 5.2(a) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Section 5.2(b)(ii). If any of Penske, PTLC-LLC, or PTLC2-LLC is limited to any extent by Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Section 5.2(a), then the Partner not so limited among such group may elect, by written notice to the General Partner, to have such Losses allocated to it. If any Limited Partner other than PTLC-LLC or PTLC2-LLC is limited to any extent by Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Section 5.2(a), then the Partner or Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d).

5.3 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Article 5, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, each Partner shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.3(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Nonrecourse Deductions. Nonrecourse Deductions for any taxable year shall be specially allocated among the Partners in proportion to their Percentage Interests.

(d) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any taxable year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(e) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(f) Special Allocation of Income and Gain to RTLC-AC Upon Liquidation. In the event that, during any taxable year, the Partnership dissolves and is liquidated, RTLC-AC shall be specially allocated items of Partnership income and gain in an amount equal to $44.5 million.

(g) Special Allocation of Gain. In the event that, in any taxable year, the Partnership realizes, or is deemed to realize, a gain from the sale, disposition, or adjustment to the Gross Asset Value of Partnership Property, such gain shall be specially allocated to the Partners in proportion to, and to the extent of, the excess, if any, of (i) the aggregate amount of Losses allocated to each such Partner for the current and all prior taxable years pursuant to Section 5.2(b)(ii), over (ii) the cumulative amount of gain allocated to such Partner pursuant to this Section 5.3(g) for all prior tax years.

5.4 Curative Allocations. The allocations set forth in Sections 5.2(b)(i), 5.3(a), 5.3(b), 5.3(c), 5.3(d) and 5.3(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.4 Therefore, notwithstanding any other provision of this Article 5 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to Sections 5.1, 5.2(b)(ii), 5.3(f) and 5.3(g). In exercising its discretion under this Section 5.4, the General Partner shall take into account future Regulatory Allocations under Sections 5.3(a) and 5.3(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 5.3(c) and 5.3(d).

5.5 Tax Allocations; Code Section 704(c).

(a) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

(b) In the event the Gross Asset Value of any asset of the Partnership shall be adjusted pursuant to the provisions of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder.

(c) Any elections or other decisions relating to such Section 704(c) allocations shall be made by the Partners in any manner that reasonably reflects the purpose and intention of this Agreement. Section 704(c) allocations pursuant to this Section 5.5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

(d) The Partnership shall use the “remedial allocation method” (as defined in Regulations Section 1.704-3(d) for purposes of computing reverse section 704(c) allocations with respect to property for which differences between Gross Asset Value and adjusted tax basis created when the Partnership revalued Partnership property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) as of March 19, 1996 in connection with the distribution to, and reduction in partnership interest of, the General Partner effected on that date. The Partnership shall apply the remedial allocation method in a manner that creates remedial allocations only with respect to 29% of the Partnership’s assets as of March 19, 1996. It is agreed for this purpose that the Gross Asset Values of the Partnership’s tangible assets as of March 19, 1996 equaled their then current book values (as determined under Generally Accepted Accounting Principles), and that the MACRS recovery period and depreciation method set forth in Section 168(b)(1) of the Code shall be used for purposes of computing applicable Depreciation deductions attributable to any excess of such Gross Asset Values over tax basis. It is further agreed for this purpose that, with respect to the Gross Asset Value of the Partnership’s intangible property (e.g. goodwill), the excess of such Gross Asset Value over tax basis shall be amortized ratably over the 15-year period beginning with March 19, 1996 in accordance with Section 197 of the Code. The tax deductions created by the remedial allocation method shall be allocated to GE Tennessee, and the offsetting remedial allocations of tax income shall be allocated to Penske.

(e) The Partnership shall use the “traditional method” (as defined in Regulations Section 1.704-3(b)) with respect to any asset contributed to the Partnership by RTLC-AC or Holdco whose Gross Asset Value differs from its adjusted tax basis for federal income tax purposes. In addition, the Partnership shall account for any goodwill of the Partnership with respect to which there is a Code Section 754(b) basis adjustment consistent with the provisions of Regulations Section 1.197-2 (including, without limitation, Regulations Section 1.197-2(k), Example 31).

5.6 Accounting Method. The books of the Partnership (for both tax and financial reporting purposes) shall be kept on an accrual basis.

5.7 Tax Basis. For tax purposes:

(a) The tax basis of any assets contributed to the Partnership constitutes the tax basis of such assets in the hands of the Partnership.

(b) Assets that are purchased by the Partnership from a Partner shall have as their tax basis the cost of such asset to the Partnership. As to any asset contributed by a Partner (including, without limitation, inventory and all other tangible and intangible assets of any kind), the tax consequences to the non-contributing Partner shall be, to the extent permitted by applicable federal tax rules, the same as if such asset were sold to the Partnership for its fair market value.

ARTICLE 6

MANAGEMENT

6.1 Rights and Duties of the Partners.

(a) The Limited Partners shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership. The Limited Partners shall have the right to approve certain actions proposed to be taken by the General Partner and certain voting rights, all as set forth herein.

(b) Pursuant to Delaware law (and provided that such Limited Partner does not, in addition to the exercise of his rights and powers as a Limited Partner, take part in the control of the business of the Partnership), each Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to the Partnership pursuant to this Agreement plus his share of the undistributed net profits of the Partnership, except that a Partner may be liable under Delaware law to repay certain distributions received by it.

6.2 Fiduciary Duty of General Partner. The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets (including records) of the Partnership, whether or not in his immediate possession or control, and the General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership.

6.3 Powers of General Partner.

(a) Subject to the terms and conditions of this Agreement, the General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner. Except as otherwise provided in the Act or by this Agreement, the General Partner shall possess all of the rights and powers of a partner in a partnership without limited partners under Delaware Law. The General Partner shall be required to devote to the conduct of the business of the Partnership such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Partnership.

(b) Subject to the limitations set forth in this Agreement, including but not limited to Section 6.5, the General Partner shall perform or cause to be performed all management and operational functions relating to the business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership, in his sole discretion and without the approval of the Limited Partners, to:

(i) expend the capital and revenues of the Partnership in furtherance of the Partnership’s business as described in Section 1.4 and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;

(ii) make investments in United States government securities, securities of governmental agencies, commercial paper, insured money market funds, bankers’ acceptances and certificates of deposit, pending disbursement of the Partnership funds in furtherance of the Partnership’s business as described in Section 1.4 or to provide a source from which to meet contingencies;

(iii) enter into and terminate agreements and contracts with third parties in furtherance of the Partnership’s business as described in Section 1.4, institute, defend and settle litigation arising therefrom, and give receipts, releases and discharges with respect to all of the foregoing;

(iv) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures and furnish any Partner with the reports referred to in Section 8.2;

(v) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s properties, business, partners and employees and to protect the General Partner and its employees;

(vi) employ, at the expense of the Partnership, consultants, accountants, attorneys, and others and terminate such employment; provided, however, that if any Affiliate of any Partner is so employed, such employment shall be in accordance with Section 6.7;

(vii) execute and deliver any and all agreements, documents and other instruments necessary or incidental to the conduct of the business of the Partnership; and

(viii) incur indebtedness, borrow funds and/or issue guarantees, in each case for the conduct of the Partnership’s business as described in Section 1.4.

By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of any of the foregoing powers.

(c) The General Partner shall cause Schedule A to be amended to reflect any transfer of a Partner’s Partnership Interest (to the extent permitted by this Agreement), the total Partnership Interest of each Partner, any change in name of the Partnership or change in the name or names under which the Partnership conducts its business, and receipt by the Partnership of any notice of change of address of a Partner. The amended Schedule A, which shall be kept on file at the principal office of the Partnership, shall supersede all such prior Schedules and become part of this Agreement, and the General Partner shall promptly forward a copy of the amended Schedule A to each Partner upon each amendment thereof.

6.4 Advisory Committee.

(a) Selection of the Advisory Committee. The General Partner and Holdco shall propose and approve an Advisory Committee (the “Advisory Committee”), which shall be a committee of the Partnership consisting initially of six members. Of the six committee members, three shall be proposed and approved by the General Partner (a “GP Committee Member”) and three shall be proposed and approved by Holdco (a “GE Committee Member”). Schedule B annexed hereto sets forth the current members of the Advisory Committee as of the date of this Agreement. If Roger S. Penske shall, for any reason, have permanently ceased to directly or indirectly participate in or control the material business decisions of the General Partner, the Advisory Committee shall, upon the written request of Holdco, thereupon consist of seven members. Such written request (the “Seventh-Member Request”) may be delivered at any time and from time to time following the occurrence of the event giving rise to such right, in which event the GP Committee Members and the GE Committee Members shall jointly propose and approve an initial additional seventh independent committee member (such member and such member’s successors, the “Joint Committee Member”). The initial Joint Committee Member shall serve a term limited to one year from the date of such Member’s having been approved by the GP Committee Members and the GE Committee Members. Subject to Subsection 6.4(d), on the first anniversary of such approval, the term of that Joint Committee Member shall end, whether or not a successor has been appointed. If the GP Committee Members and the GE Committee Members fail to agree upon the individual to serve as the initial Joint Committee Member within ninety (90) days of the Seventh-Member Request, as such period may be extended in writing by the General Partner and Holdco, Section 10.1(d) shall apply. At the end of the term of the initial Joint Committee Member and each subsequent Joint Committee Member, a successor will be appointed pursuant to Section 6.4(d). PAG shall have the right to a non-voting observer (the “PAG Non-Voting Observer”) at all duly called and convened meetings of the Advisory Committee (as provided for in subsection 6.4(c) below). The PAG Non-Voting Observer shall be entitled to receive all materials and information distributed to the members of the Advisory Committee (in such capacity) in connection with such duly called and convened meetings (including written consents in lieu of such meetings) and shall have access to the Partnership’s management and records as if the PAG Non-Voting Observer were a member of the Advisory Committee. For the avoidance of doubt, any failures to comply with the immediately preceding two sentences shall not affect in any way the validity of any actions taken by the Advisory Committee.

(b) Functions of the Advisory Committee; Quorum; Vote Required for Action.

(i) The Advisory Committee shall consult with and advise the General Partner with respect to the business of the Partnership. In addition, the Advisory Committee shall review any matters or actions proposed to be taken by the General Partner which pursuant to Section 6.5 hereof require its prior approval. Subject to the provisions of Subsection 6.4(b)(ii) below, at all meetings of the Advisory Committee, the presence of any four members of the Advisory Committee, including at least one GP Committee Member and one GE Committee Member, shall be a quorum necessary for the conduct of any business.

(ii) With respect to any regularly-scheduled meeting of the Advisory Committee (as such meetings may be scheduled by such Committee as contemplated by Subsection 6.4(e) below), and any other meeting of the Advisory Committee notice of which shall have been duly given as set forth in Subsection 6.4(c) below, in the event that a quorum shall not be present at the time and place fixed for such regularly-scheduled meeting or specified in such notice of any other meeting, then such meeting shall automatically be adjourned (without the need for further notice) until the same time (and at the same place) on the next succeeding Business Day. At any meeting of the Advisory Committee which shall have been so adjourned, any four members of the Advisory Committee shall constitute a quorum solely with respect to (A) as to any regularly-scheduled meeting of the Advisory Committee, any matter that may properly be considered at such meeting pursuant to the rules and regulations to be established by the Advisory Committee under Subparagraph 6.4(e) below and (B) as to any other meeting of the Advisory Committee, only those matters which shall have been specified in the notice calling the meeting which was so adjourned and no other matters, and any action purportedly taken by the Advisory Committee in contravention of the foregoing shall be void and of no force or effect whatsoever.

(iii) Each member of the Advisory Committee shall have one vote on all matters which may come before the Advisory Committee for decision. Members of the Advisory Committee may be present and vote at meetings thereof in person or by written proxy. All actions by the Advisory Committee shall require the affirmative vote of a majority of the members of the Advisory Committee.

(c) Meetings in Person or by Telephone; Notice; Action by Written Consent. Meetings of the Advisory Committee may be in person or by telephonic communication in such manner as to permit all members to hear each other at the same time. All members of the Advisory Committee shall be given not less than five Business Days advance notice of all meetings (other than regularly scheduled meetings), which notice shall set forth the business to be considered at such meeting, the time of such meeting and the place of such meeting (if other than the principal office of the Partnership). Notice of any meeting may be waived by means of a written instrument to such effect executed and delivered by the waiving member to the Partnership either prior to or after such meeting. Meetings in person shall be held at the principal office of the Partnership, or at such other place as may be determined by the Advisory Committee and, at any such meeting, any one or more members of the Advisory Committee may participate by means of telephonic communication as aforesaid, and such participation shall be deemed presence in person for purposes of such meeting. Any action required or permitted to be taken at any meeting of the Advisory Committee may be taken without a meeting if all members of the Advisory Committee approve such action in a writing or writings or by electronic transmission or transmissions, and the writing or writings or electronic transmission or transmissions are filed with the minutes of meetings of the Advisory Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

(d) Resignation, Replacement and Removal of Advisory Committee Members.

(i) Any GP Committee Member may be removed at any time, with or without cause, by proposal of the General Partner. Any GE Committee Member may be removed at any time, with or without cause, by proposal of Holdco. The Joint Committee Member, if any, may be removed at any time, with or without cause, by joint proposal of the General Partner and Holdco. In the event of the death, adjudication of insanity or incompetency, resignation, withdrawal or removal of (or, with respect to the Joint Committee Member, if any, the expiration of the term of such member): (A) a GP Committee Member, the General Partner shall propose and approve a replacement member; (B) a GE Committee Member, Holdco shall propose and approve a replacement member; or (C) the Joint Committee Member (if any, as required by Section 6.4(a)), the GP Committee Members and the GE Committee Members shall jointly propose and approve a replacement member.

(ii) The term of each successor to the initial Joint Committee Member will be one year from the date of the expiration of such successor’s predecessor’s term and shall end whether or not a successor is appointed. The General Partner and Holdco will jointly propose and approve the successor to the then serving Joint Committee Member during the period at least 90 days prior to the expiration of such then serving Joint Committee Member’s term. Nothing in this Agreement shall prevent the General Partner and Holdco from selecting an existing Joint Committee Member to succeed himself or herself. Nothing in this Agreement shall prevent Holdco from agreeing in writing to forgo the appointment of a successor Joint Committee Member (a “Written JCM Suspension”), provided, however, that, if it does forgo such appointment, Holdco shall have the right to reinstitute the addition of a Joint Committee Member by delivering a Seventh-Member Request, and the terms of Section 6.4(a) shall apply with respect to the process of selecting such Joint Committee Member and the effect of any failure to select such Joint Committee Member.

(iii) If the General Partner and Holdco fail to agree upon the individual to serve as the replacement Joint Committee Member within ninety (90) days of the death, adjudication of insanity or incompetency, resignation, withdrawal or removal of a Joint Committee Member, as such period may be extended in writing by the General Partner and Holdco, or if they fail to agree not later than the expiration of the term of a Joint Committee Member on the person to succeed that Joint Committee Member at such expiration (unless there is a Written JCM Suspension in effect that has not been superseded by a subsequent Seventh-Member Request), Section 10.1(d) shall apply.

(e) Certain Provisions with respect to the Advisory Committee. The Advisory Committee shall adopt appropriate rules and regulations concerning the frequency and conduct of its meetings. Any member of the Advisory Committee may delegate any or all of his or her authority as a member of the Advisory Committee to any person, or may appoint any person as such member’s proxy with respect to any matter or matters to be considered or action to be taken by the Advisory Committee, provided that the Partner which proposed and approved the Advisory Committee member has approved such delegation or appointment in writing. Such approval may be revoked by the granting Partner at any time, provided that any such revocation shall not affect the validity of any action taken by such delegate or proxy prior to such revocation.

(f) Audit Function. The Partnership has engaged the Auditor as its independent auditors. The Advisory Committee shall review and confer with respect to the performance of the Partnership’s independent auditors and may, by the vote of a majority of its members, require that such auditors be substituted by the General Partner. The Partnership shall establish an internal audit staff which (i) shall report directly to the Advisory Committee and (ii) shall not be utilized by any Partner with respect to its separate business.

(g) No Liability. Notwithstanding anything else contained in this Agreement, the Advisory Committee shall not be deemed to possess and shall not exercise any power that, if possessed or exercised by a Limited Partner, would constitute participation in the control of the business of the Partnership, within the meaning of Section 17-303 of the Delaware Revised Uniform Limited Partnership Act, and no member of the Advisory Committee shall be liable to the Partnership, the General Partner, any Limited Partner, or any other person or entity for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by it as a member of the Advisory Committee other than acts or omissions involving gross negligence, willful misconduct or bad faith. The Partnership shall indemnify, to the fullest extent permitted by law, each member of the Advisory Committee against losses, claims, damages or liabilities arising from any act or omission performed or omitted by it as a member of the Advisory Committee other than those involving gross negligence, willful misconduct or bad faith on the part of such committee member.

(h) Confidentiality. With respect to any and all information provided to or obtained by any Partner or any of its Affiliates, or any of its or their directors, officers, employees, agents, representatives or advisors, including the PAG Non-Voting Observer, as a result of such Partner being a Partner in the Partnership or being a member of the Advisory Committee, such Partner and each of its Affiliates, and its and their directors, officers, employees, agents, representatives or advisors, including the PAG Non-Voting Observer, shall hold such information in strict confidence and use such information solely in connection with such Partner’s evaluation of its investment in the Partnership; provided, however, that any Partner may disclose such information (i) as required by applicable law, rule or regulation (including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder, and rules of a stock exchange or other self-regulatory bodies), (ii) to any person involved in the preparation of the Partner’s or any of its Affiliates’ financial statements or public filings, (iii) to any of its own Affiliates, or its or their directors, officers, employees, agents, representatives or advisors, or (iv) to any person and such person’s advisors with whom any Partner or any of its Affiliates is contemplating a financing transaction or to whom such Partner is contemplating a transfer of all or any portion of its Partnership Interests, provided that such potential source of financing or transferee and such person’s advisors are advised of the confidential nature of such information and agree to be bound by a confidentiality agreement containing protective provisions no less protective of the information of the Partnership than provided in this Agreement. All press releases, public announcements, and similar publicity (other than such public announcements required by law, rule or regulation, pursuant to clause (i) in the immediately preceding sentence) respecting the Partnership and referencing the name of any Partner or any Affiliate of any Partner (“Non-Issuing Partner”) other than the Partner issuing such press release, public announcement, similar publicity or making such required disclosure shall be made only with the prior written consent of the Non-Issuing Partner, which consent will not be unreasonably withheld; provided however, that without consent any Partner may state in such a public announcement that it is a Partner and disclose the legal names of the Partnership, and the other Partners and their respective parents. Nothing in this paragraph shall waive any attorney-client privilege, attorney work product privilege or other privilege, and any information subject to such privilege shall not be disclosed except by agreement of the Advisory Committee or as required by law or restrict the Partnership’s ability to issue press releases in the ordinary course of business. For purposes of this Subsection 6.4(h), the Partnership shall not be deemed to be an Affiliate of any of the Partners.

6.5 Restrictions on General Partner’s Authority.

(a) Notwithstanding any other provision of this Agreement, the General Partner shall not have authority to do any of the following:

(i) any act in contravention of this Agreement;

(ii) any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(iii) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose;

(iv) admit a person as a Partner, except as otherwise provided in this Agreement;

(v) amend this Agreement, except upon the written approval of the Majority Limited Partners;

(vi) except to the extent permitted by Section 9.1, sell, assign, hypothecate, lease, exchange, pledge, encumber or otherwise transfer or grant a security interest in its interest as a General Partner of the Partnership;

(vii) knowingly commit any act which would subject any Limited Partner to liability as a general partner in any jurisdiction in which the Partnership transacts business; or

(viii) elect to dissolve the Partnership, except as expressly permitted herein.

(b) Notwithstanding any other provision of this Agreement, other than Subsection 6.4(g), the General Partner shall not have authority to do any of the following without the written approval (which approval may be by resolution) of the Advisory Committee:

(i) Cause the Partnership to (A) incur indebtedness for borrowed money aggregating in excess of $25 million, including, without limitation, the refinancing of existing indebtedness, or (B) grant any liens, encumbrances or other security interests with respect to any property of the Partnership (other than liens granted or indebtedness incurred in connection with the financing of the acquisition of vehicles by the Partnership in the ordinary course of business);

(ii) Adopt the annual budget of the Partnership;

(iii) Change the Partnership’s policies relating to requirements of federal, state and local environmental statutes and regulations, antitrust laws and regulations, laws and regulations relating to contracts with federal, state and local governments and governmental entities, insider trading and ethical business practices;

(iv) Change the name of the Partnership or the name or names under which the Partnership conducts business; provided, however, that nothing in this Subsection 6.5(b)(iv) shall be deemed to prevent the Partnership from ceasing to use the name “Penske” if and to the extent required by that certain Tradename and Trademark Agreement, dated August 10, 1988, as amended from time to time, between Penske Truck Leasing Corporation and the Partnership;

(v) Change policies relating to accounting matters;

(vi) Determine the accounting methods and conventions to be used in the preparation of the Returns (as defined in Subsection 8.2(d)), and make any and all elections under the tax laws of any jurisdiction as to the treatment of items of income, gain, loss, deduction and credit of the Partnership, or any other method or procedure related to the preparation of the Returns;

(vii) Change the Partnership’s policies relating to credit approval levels;

(viii) Appoint the officers of the Partnership;

(ix) Cause the Partnership to expend in excess of $5 million in any single transaction or series of related transactions involving the acquisition of (A) any stock or other equity interest in any other entity or (B) all or substantially all of the assets of any other entity or person (other than instances where the principal assets to be acquired are vehicles), or cause the Partnership to incur capital expenditures in excess of $5 million in connection with any single transaction or series of related transactions (other than in respect of vehicles); provided, however, that with respect to transactions involving an investment in excess of $5 million but not in excess of $15 million, the requisite approval of the Advisory Committee shall be deemed to have been given if the Advisory Committee does not disapprove such investment by delivery of written notice thereof to the Partnership stating that at least 3 members of the Advisory Committee have disapproved within five Business Days following receipt of written notice of a request for approval of such transaction;

(x) Change the character of the Partnership’s business from that set forth in clauses (i), (ii) and (iii) of Section 1.4 hereof, or cause the Partnership to engage in any activity other than as described therein;

(xi) Declare or cause the Partnership to make any distribution to its Partners not otherwise expressly provided for herein;

(xii) Increase or amend the compensation arrangements between the Partnership and Roger S. Penske from those currently in effect; or

(xiii) Commence any action, claim or proceeding by or in the name of the Partnership (other than a claim for indemnification by the Partnership under Paragraph 11.2 of the Venture Agreement) where the same involves an amount in excess of $500,000 or confess a judgment against the Partnership in an amount in excess of $100,000; provided, however, that the prior approval of the Advisory Committee shall not be required in order for the Partnership to commence an action, claim or proceeding in excess of the above-mentioned amount if the General Partner determines in the exercise of its reasonable business judgment that such action, claim or proceeding is necessary to protect the interests of the Partnership in its properties or assets and the Partnership would be prejudiced by the delay in seeking approval.

(c) Notwithstanding any other provision of this Agreement, any determination to make a public offering of interests in the Partnership shall require the unanimous written approval of all of the Partners.

(d) Notwithstanding anything to the contrary set forth in this Agreement, the Partnership is authorized to take any action required or expressly contemplated to be performed by it pursuant to the provisions of the Venture Agreement without requiring the approval of the Advisory Committee or any Limited Partner.

6.6 Other Activities. (a) Any Partner (other than the General Partner in such capacity) (the “Interested Party”) may engage in or possess an interest in other business ventures of any nature or description, independently or with others, whether presently existing or hereafter created, and neither the Partnership nor any Partner (including the General Partner) other than the Interested Party shall have any rights in or to such independent ventures or the income or profits derived therefrom.

(b) Notwithstanding the foregoing, neither Penske nor any of its Subsidiaries shall, in any capacity, directly compete with the Partnership (as such phrase is defined in Subsection 6.6(d) below) or acquire or possess an ownership interest (other than investments of less than two percent (2%) of any class of outstanding securities of a corporation or other entity) in any other entity which directly competes with the Partnership.

(c) Subject to the provisions of the next succeeding sentence, nothing in this Agreement shall be deemed to prohibit or restrict GE Tennessee and/or any of its Affiliates (including, without limitation, GECC) from engaging in any business activity whatsoever, regardless of whether any such business activity may be competitive with any activities presently conducted by the Partnership or which may be conducted by the Partnership in the future. Notwithstanding the foregoing sentence, neither GECC nor any of its Subsidiaries (including, without limitation, GE Tennessee) shall directly compete with the Partnership (as such phrase is defined in Subsection 6.6(d) below), provided that GECC or any of its Subsidiaries (including, without limitation, GE Tennessee) may directly compete with the Partnership in the course of a debt restructuring, workout or similar arrangement involving any Person in which GECC or any such Subsidiary has an ownership or creditor interest. It is acknowledged and agreed that neither the business operations conducted as of August 10, 1988 by the Commercial Equipment Financing Department of GECC, GE Capital Fleet Services and Transportation International Pool, Inc., nor any reasonable expansions of such business operations or extensions of such business operations which are reasonably and directly related to the businesses and operations of such entities as of August 10, 1988 shall be deemed to directly compete with the Partnership for purposes of this Section.

(d) As used in this Section 6.6, the phrase “directly compete(s) with the Partnership” shall mean the active conduct and operation of a business engaged in the renting, leasing and servicing of tractors, trailers and/or trucks to third party users or in providing contract or common motor carrier services, but shall in no event include providing investment advice, financing or similar services to Persons engaged in any or all such businesses or to Persons seeking to acquire other Persons engaged in any or all such businesses.

(e) Nothing in this Section 6.6 shall modify consents contained in written resolutions signed by all members of the Advisory Committee.

6.7 Transactions with Affiliates. (a) Nothing in this Agreement shall preclude transactions between the Partnership and any Partner (including the General Partner) or an Affiliate or Affiliates of any Partner acting in and for its own account, provided that any services performed or products provided by the Partner or any such Affiliates are services and/or products that the General Partner reasonably believes, at the time of requesting such services, to be in the best interests of the Partnership, and further provided that the rate of compensation to be paid for any such services and/or products shall be comparable to the amount paid for similar services and/or products under similar circumstances to independent third parties in arm’s length transactions.

(b) All bills with respect to services provided to the Partnership by a Partner or any Affiliate of a Partner shall be separately submitted and shall be supported by logs or other written data.

6.8 Exculpation.

Neither the General Partner nor any Affiliate of the General Partner nor any of their respective partners, shareholders, officers, directors, employees or agents shall be liable, in damages or otherwise, to the Partnership or to any of the Limited Partners for any act or omission on its or his part, except for (i) any act or omission resulting from its or his own willful misconduct or bad faith, (ii) any breach by the General Partner of its obligations as a fiduciary of the Partnership or (iii) any breach by the General Partner of any of the terms and provisions of this Agreement. The Partnership shall indemnify, defend and hold harmless, to the fullest extent permitted by law, the General Partner and each of its Affiliates and their respective partners, shareholders, officers, directors, employees and agents, from and against any claim or liability of any nature whatsoever arising out of or in connection with the assets or business of the Partnership, except where attributable to the willful misconduct or bad faith of such individual or entity or where relating to a breach by the General Partner of its obligations as a fiduciary of the Partnership or to a breach by the General Partner of any of the terms and provisions of this Agreement.

ARTICLE 7

COMPENSATION

The General Partner shall be entitled to reimbursement of all of its expenses attributable to the performance of its obligations hereunder, as provided in Article 4 hereof, to the extent permitted by Section 6.7. Subject to the Act, no amount so paid to the General Partner shall be deemed to be a distribution of Partnership assets for purposes of this Agreement.

ARTICLE 8

ACCOUNTS

8.1 Books and Records. The General Partner shall maintain complete and accurate books of account of the Partnership’s affairs at the Partnership’s principal office, including a list of the names and addresses of all Partners. Each Partner shall have the right to inspect the Partnership’s books and records (including the list of the names and addresses of Partners). Each of the Partners shall have the right to audit independently the books and records of the Partnership, any such Audit being at the sole cost and expense of the Partner conducting such audit.

8.2 Reports, Returns and Audits.

(a) The books of account shall be closed promptly after the end of each Partnership Year. The books and records of the Partnership shall be audited as of the end of each Partnership Year by the Auditor. Within sixty days after the end of each Partnership Year, the General Partner shall make a written report to each person who was a Partner at any time during such Partnership Year which shall include financial statements comprised of at least the following: a balance sheet as of the close of the preceding Partnership Year, and statements of earnings or losses, changes in financial position and changes in Partners’ Capital Accounts for the Partnership Year then ended, which financial statements shall be certified by the Auditor as in accordance with Generally Accepted Accounting Principles. The report shall also contain such additional statements with respect to the status of the Partnership business as are considered necessary by the Advisory Committee to advise all Partners properly about their investment in the Partnership.

(b) Prior to May 15 of each year, each Partner shall be provided with an information letter (containing such Partner’s Form K-1 or comparable information) with respect to its distributive share of income, gains, deductions, losses and credits for income tax reporting purposes for the previous Partnership Year, together with any other information concerning the Partnership necessary for the preparation of a Partner’s income tax return(s), and the Partnership shall provide each Partner with an estimate of the information to be set forth in such information letter by no later than April 15 of each year. With the sole exception of mathematical errors in computation, the financial statements and the information contained in such information letter shall be deemed conclusive and binding upon such Partner unless written objection shall be lodged with the General Partner within ninety days after the giving of such information letter to such Partner.

(c) The General Partner shall also furnish the Partners with such periodic reports concerning the Partnership’s business and activities as are considered necessary by the Advisory Committee to advise all Partners properly about their investment in the Partnership.

(d) The General Partner shall, in accordance with the advice of the Advisory Committee, prepare or cause to be prepared all federal, state and local tax returns of the Partnership (the “Returns”) for each year for which such Returns are required to be filed. To the extent permitted by law, for purposes of preparing the Returns, the Partnership shall use the Partnership Year. Subject to Subsection 6.5(b)(vi), the General Partner may make any elections under the Code and/or applicable state or local tax laws, and the General Partner shall be absolved from all liability for any and all consequences to any previously admitted or subsequently admitted Partners resulting from his making or failing to make any such election. Notwithstanding the foregoing, the General Partner shall make the election provided for in Section 754 of the Code, if requested to do so by any Partner, without the need of approval of the Advisory Committee.

(e) The General Partner shall be the “tax matters partner” of the Partnership within the meaning of Section 6231(a)(7) of the Code (the “Tax Matters Partner”) and shall serve in any similar capacity under applicable state, local or foreign law. The Tax Matters Partner shall take reasonable action to cause each other Partner to be treated as a “notice partner” within the meaning of Section 6231(a)(8) of the Code. Each Partner shall be given at least fifteen (15) Business Days advance notice from the Tax Matters Partner of the time and place of, and shall have the right to participate in (i) any administrative proceeding relating to the determination at the Partnership level of partnership items on which the Partners, rather than the Partnership, are taxable and (ii) any discussions with the Internal Revenue Service (or other governmental tax authority) relating to the allocations pursuant to Article 5 of this Agreement. The Tax Matters Partner shall not initiate any action or proceeding in any court in its capacity as Tax Matters Partner, extend any statute of limitation, or take any other action contemplated by Sections 6222 through 6232 of the Code (or similar state, local or foreign laws with respect to income or income-based taxes that apply to the Partners rather than the Partnership) if such initiation, extension or other action would legally bind any other Partner or the Partnership without the approval of a majority-in-interest of the Partners, which approval will not be unreasonably withheld or untimely delayed. The Tax Matters Partner shall from time to time upon request of any other Partner confer, and cause the Partnership’s tax attorneys and accountants to confer, with such other Partner and its attorneys and accountants on any matters relating to a Partnership tax return or any tax election.

ARTICLE 9

TRANSFERS

9.1 Transfer of General Partner’s Interest.

(a) Except as provided in Section 9.3 hereof and Paragraph 12.5 of the Venture Agreement, the General Partner shall not withdraw from the Partnership or resign as General Partner nor shall it Transfer its general partner interest in the Partnership, in each case without the written approval of the Majority Limited Partners.

(b) The General Partner shall be liable to the Partnership for any withdrawal or resignation in violation of Subsection 9.1(a) above.

9.2 Transfer of a Limited Partner’s Interest.

(a) Except as provided by Section 9.3 hereof and except as provided by Section 3 of the June 2006 Purchase and Sale Agreement, Section 1 of the December 2007 Purchase and Sale Agreement, and Section 1 of the June 2008 Purchase and Sale Agreement, no Limited Partner may Transfer his limited partner interest in the Partnership to any Person nor may Penske cease to own, directly or indirectly, and have voting control over, at least 100% of the outstanding membership interests of either PTLC-LLC or PTLC2-LLC, provided, however, that (A) each of GE Tennessee, RTLC-AC, NTFC and Holdco may assign any of their rights and obligations, including Section 9.2, to any member or members of the consolidated group of which General Electric Company is the common parent, (B) each of PTLC-LLC and PTLC2-LLC may assign any of their rights and obligations, including Section 9.2, to PAG or to any member or members of a consolidated group of which Penske and such assignees are members and the ultimate owners of Penske and such assignees own the same percentages of Penske and such assignees (the “Penske Consolidated Group”), (C) PAG may assign any of its rights and obligations, including Section 9.2, to any member or members of the Penske Consolidated Group or a member of the PAG consolidated group, and (D) PAG may, in connection with a bona fide financing from one or more third-party lenders, such lenders, or an agent or a representative therefor (a “Bona Fide Lender”), grant a security interest in, or otherwise pledge, to a Bona Fide Lender, PAG’s share in the profits and losses of the Partnership and PAG’s right to receive distributions of the Partnership solely with respect to all or any portion of the nine percent (9%) limited partnership interest in the Partnership purchased by PAG pursuant to the June 2008 Purchase and Sale Agreement, as such percentage may be increased other than by virtue of a Transfer (including by operation of law) to PAG or any of its subsidiaries of any additional interest (such portion of the limited partnership interests in the Partnership owned by PAG and so secured or pledged being referred to herein as the “PAG Pledged Interest”), it being understood and agreed that (i) prior to or upon any foreclosure or similar exercise of rights of the Bona Fide Lender pursuant to the terms of its security interest (a “Foreclosure”) the Bona Fide Lender (or any transferee of the Pledged PAG Interest following any foreclosure) shall only be entitled to receive distributions of cash or other property from the Partnership in accordance with the terms of the Partnership Agreement (and after a Foreclosure only to receive allocations of the income, gains, credits, deductions, profits and losses of the Partnership attributable to such PAG Pledged Interest after the effective date of such Foreclosure in accordance with the terms of this Agreement) and shall not at any time become a Partner (and shall not have any rights with respect to governance, voting, approvals, consents, observation or other management rights with respect to the Partnership, all of which shall remain with PAG) and (ii) upon a Foreclosure, PAG’s rights with respect to governance, observation or other management rights with respect to the Partnership shall lapse and any and all voting, approval and consent rights of PAG attributable to the PAG Pledged Interest foreclosed upon shall be deemed made in proportion to the other Partners or members of the Advisory Committee, as applicable and as the case may be. Prior to and as a condition to an assignment as contemplated by clause (B) or (C) above, the assignee shall agree in writing to be bound by all of the terms and conditions of this Agreement in the same manner as assignor.

(b) The Limited Partners agree, upon request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership, after the completion of any Transfer of an interest in the Partnership, under the laws of the State of Delaware.

9.3 Buy-Sell Provisions.

(a) Subject to Subsection 9.2(a), no Partner shall Transfer all or any portion of such Partner’s Partnership Interest (or any right or interest therein) except as hereinafter provided. As used in this Agreement, the term “Transfer” shall mean any assignment, mortgage, hypothecation, transfer, pledge, creation of a security interest in or lien upon, encumbrance, gift or other disposition. Solely for the purposes of this Section 9.3, Penske, PTLC-LLC, PTLC2-LLC and PAG shall be treated as one Partner and GE Tennessee, RTLC-AC, NTFC and Holdco shall be treated as one Partner. No Partner shall Transfer less than all of such Partner’s Partnership Interest, and no Partner shall Transfer its Partnership Interest for consideration other than cash and/or a promissory note, in each case without the unanimous approval of all the Partners; provided, however, that if a promissory note shall form a portion of the consideration being offered by a third-party offeror, such note must (i) be issued by the party which proposes to acquire the Partnership Interest, (ii) bear an interest rate not less than the then-current market rate and (iii) not represent more than 50% of the total amount of the consideration being offered for such Partnership Interest.

(b) In the event that (i) a Partner proposes to Transfer its Partnership Interest, or (ii) a Partner shall have received an offer from a third party to acquire such Partner’s Partnership Interest that the Partner proposes to accept, then in either such event such Partner (the “Offering Partner”) shall first offer (the “Offer”) in writing (which Offer shall set forth the price and all other material terms of such proposed Transfer, and, in the case of a third party proposed Transfer, have attached to it a copy of such third party’s written offer to purchase) to sell its Partnership Interest (the “Offered Interest”) to the other Partner (the “Offeree Partner”) at the price and on the other terms specified in the Offer (which price and other terms, in the event of a third party offer, shall be the price and other terms offered by the third party offeror for the Offered Interest). The Offeree Partner shall have a period of 60 days from the date of the Offer to either (i) accept the Offer at the offering price and on the other terms set forth therein or at such other price and on such other terms as the Partners may agree or (ii) decline to accept the Offer. Any failure by the Offeree Partner to respond to the Offer within such 60 day period shall be deemed a declination of the Offer.

(d) If the Offeree Partner shall have accepted the Offer as provided by Subsection 9.3(b), then the Offering Partner shall sell the Offered Interest to the Offeree Partner (or to such nominee of the Offeree Partner as the Offeree Partner may specify in writing to the Offering Partner not less than one Business Day prior to the closing of such purchase and sale) and the sale of the Offered Interest to the Offeree Partner (or such nominee, as the case may be) shall be consummated within 90 days thereafter, unless the Offering Partner and the Offeree Partner otherwise agree, at the principal office of the Partnership or such other location as the Offering Partner and the Offeree Partner may agree, at which time the Offering Partner shall deliver to the Offeree Partner the Partnership Certificate (to the extent one has been issued) evidencing the Offered Interest, free and clear of all liens, security interests, claims, charges, options to purchase and other restrictions of any nature whatsoever against payment in cash of the purchase price therefor; provided, however, that in the event that the Offeree Partner shall be purchasing the Offered Interest at the price set forth in the Offer pertaining thereto, and the terms of such Offer shall state that the third-party offeror offered to acquire the Offered Interest for consideration consisting of cash and (subject to the proviso to Subsection 9.3(a) above) a promissory note, then the Offeree Partner shall pay to the Offering Partner the purchase price for the Offered Interest in cash, in an amount equal to the sum of (i) the amount of the purchase price which would have been paid in cash by the third-party offeror as set forth in the Offer, plus (ii) the principal amount of the promissory note which would have been delivered by the third-party offeror as set forth in the Offer. Such cash purchase price shall be paid by wire transfer of immediately available funds to such account as the Offering Partner shall specify to the Offeree Partner not less than one Business Day prior to the closing of any such purchase and sale.

(e) If the Offeree Partner shall have declined (either by written notice thereof or by failure to respond within the stated period) to accept the Offer, the Offering Partner shall have the right to Transfer the Offered Interest in respect of an Offer at the same or a higher price and upon terms and conditions that are no less favorable to the Offering Partner than as set forth in the Offer for a period of 90 days following the expiration of the applicable period during which the Offeree Partner may accept an offer from the Offering Partner to acquire the Offered Interest.

(f) In the event that any proposed Transfer of a Partnership Interest to a third party shall not have been consummated within the ninety day period referred to in Subsection 9.3(e), any such proposed Transfer, or any further proposed Transfer, of such Partnership Interest shall again be subject to the provisions of this Section 9.3.

(g) [Intentionally omitted.]

(h) [Intentionally omitted.]

(i) In the event that (i) Penske Corporation, at any time and for any reason, either (A) shall have ceased to own, directly or indirectly, at least 51% of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp. and (1) in an election of directors for which proxies are not solicited under the Securities Exchange Act of 1934 (the “1934 Act”), Penske Corporation and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, shall be unable to elect at least half of the directors of Penske Transportation Holdings Corp., or (2) in an election of directors for which proxies are solicited under the 1934 Act, proxies for management nominees and the vote of Penske Corporation and/or its Affiliates and other persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) shall have ceased to own, directly or indirectly, at least 25% of the outstanding common stock or other voting securities of Penske Transportation Holdings Corp., or (ii) Penske Transportation Holdings Corp., at any time and for any reason, either (A) shall have ceased to own, directly or indirectly, and have voting control over at least 80% of the outstanding common stock or other voting securities of either Penske, PTLC-LLC or PTLC2-LLC, or (B) shall have ceased to own at least 51% of the outstanding equity of Detroit Diesel Corporation and shall have a net worth (determined in accordance with Generally Accepted Accounting Principles) of less than $75 million and, upon the occurrence of both such events, shall have failed to provide to GE Tennessee a guarantee of Penske Corporation (which guarantee shall be in form and substance reasonably satisfactory to GE Tennessee) of Penske’s obligations under Paragraphs 3.3, 3.4 and Paragraph 11.2 of the Venture Agreement, then from and after the occurrence of any of the events specified in clauses (i)(A), (i)(B), (ii)(A) and (ii)(B) above, GE Tennessee shall have the right, but not the obligation (which right shall expire six months from the date on which GE Tennessee shall have received the notice referred to in the last sentence of this Subsection 9.3 (i)), to purchase from Penske, PTLC-LLC and PTLC2-LLC, 100% of their respective Partnership Interests at a purchase price, payable in cash, to be determined as of the date GE Tennessee shall advise Penske of its decision to acquire 100% of Penske’s Partnership Interest pursuant to this Subsection 9.3(i) by means of the appraisal procedure set forth in Subsection 9.3(q) herein plus any additional amount payable pursuant to the provisions of Subsection 9.3(m) below. Penske shall give prompt written notice to GE Tennessee of the occurrence of any of the events specified in clauses (i)(A), (i)(B), (ii)(A) or (ii)(B) of this Subsection 9.3(i).

(j) In the event that (i) General Electric Company, at any time and for any reason, either (A) shall have ceased to own, directly or indirectly, at least 51% of the outstanding common stock or voting securities of GECC and (1) in an election of directors for which proxies are not solicited under the 1934 Act, General Electric Company and/or its Affiliates by vote of their own shares and shares for which they have obtained proxies from other shareholders, shall be unable to elect at least half of the directors of GECC or (2) in an election of directors for which proxies are solicited under the 1934 Act, proxies for management nominees and the vote of General Electric Company and/or its Affiliates and other persons shall not have resulted in the election of management nominee directors who aggregate at least half of the directors elected, or (B) shall have ceased to own, directly or indirectly, at least 25% of the outstanding common stock or other voting securities of GECC, or (ii) GECC, at any time and for any reason, shall have ceased to own, directly or indirectly, and have voting control over at least 100% of the outstanding common stock or other voting securities of the General Electric Company consolidated group member or members then holding Partnership Interests, then from and after the occurrence of any of the events specified in clauses (i)(A), (i)(B) or (ii) above, Penske shall have the right, but not the obligation (which right shall expire six months from the date on which Penske shall have received the notice referred to in the last sentence of this Subsection 9.3(j)), to purchase from such holders 100% of their respective Partnership Interests at a purchase price, payable in cash, to be determined as of the date Penske shall advise such holders of its decision to acquire 100% of their respective Partnership Interests pursuant to this Subsection 9.3(j) by means of the appraisal procedure set forth in Subsection 9.3(q) below. GE Tennessee shall give prompt written notice to Penske of the occurrence of any of the events specified in clauses (i)(A), (i)(B) or (ii) of this Subsection 9.3(j).

(k) In the event that any Offering Partner shall have made an Offer to sell its Offered Interest to the other Partner pursuant to Subsection 9.3(b), which offer does not result in the consummation of a Transfer of the Offered Interest (either to the Offeree Partner or to a third party) within the applicable time periods specified in the foregoing provisions of this Section 9.3, then such Offering Partner may not again attempt to Transfer its Partnership Interest pursuant to this Section 9.3 for a period of one year following (i) the determination by the Offering Partner not to proceed with the Offer and the sale of the Offered Interest following utilization of the appraisal procedure set forth in Subsection 9.3(q) below, or (ii) the expiration of the 90 day period referred to in Subsection 9.3(e), as applicable.

(l) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any Transfer of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease to be a Partner nor be deemed to have withdrawn as a Partner or to have transferred its Partnership Interest, until the transferee of such Partnership Interest shall have been admitted as a Partner pursuant to Section 9.8 below.

(m) Upon any sale, exchange or other disposition by Penske and/or any of its Affiliates of 100% of the Partnership Interest then held by Penske and its Affiliates (whether to GE Tennessee or any of its Affiliates or to any third party), GE Tennessee shall pay or cause to be paid to Penske, in cash, an amount equal to the lesser of (i) $5,000,000 and (ii) the amount equal to the amount of federal income tax that would be due and payable by Penske and/or its Affiliates, as the case may be, in respect of such sale, exchange or other disposition, determined as if the maximum marginal rate for corporations with respect to ordinary income or capital gains, as the case may be, as in effect in the year such sale, exchange or other disposition takes place, applied to such transaction, on the excess of (A) the gain recognized by Penske and/or its Affiliates upon such sale, exchange or other disposition over (B) the excess of (1) the aggregate amount of the losses and deductions allocated to Penske and/or any of its Affiliates from the inception of the Partnership through the date of such sale, exchange or other disposition pursuant to Section 5.2 of this Agreement over (2) the aggregate amount of the income and gains allocated to Penske and/or any of its Affiliates from the date of inception of the Partnership through the date of such sale, exchange or other disposition pursuant to Sections 5.2 through 5.5 of this Agreement (the excess of such losses and deductions over such income and gains is sometimes hereinafter referred to as “Net Losses”). For purposes of computing the amount of such federal income tax that would be due and payable in respect of such sale, exchange or other disposition, (x) both the Net Losses and the gain recognized by Penske and/or its Affiliates upon such sale, exchange or other disposition shall be deemed to have arisen in the same taxable year, and (y) all losses, deductions and credits allocated to Penske and/or its Affiliate under Sections 5.2 through 5.5 of this Agreement shall be taken into account and no limitations shall apply or be deemed to apply to the use of such losses, deductions and credits. Such calculation shall initially be made by Penske and shall be confirmed in writing to GE Tennessee by the Auditor before any payment shall be required to be made by or on behalf of GE Tennessee, RTLC-AC, NTFC or Holdco under this Subsection 9.3(m).

(n) Any amounts payable in cash by any party pursuant to this Section 9.3 shall be effected by means of wire transfer of immediately available funds to such account or accounts as the payee shall specify not less than one Business Day prior to the date on which such payment is to occur.

(o) Notwithstanding anything to the contrary set forth in this Section 9.3, in the event that the acquisition by a Partner of a Partnership Interest pursuant to the provisions of this Section 9.3 would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware law, then such Partner may effect such acquisition, in whole or in part, through an Affiliate of such Partner.

(p) For purposes of Subsections 9.3(i) and 9.3(j) above, any reference in such Subsections (i) to “Penske” shall be deemed to include any permitted assignee of Penske’s and/or PTLC-LLC’s and/or PTLC2-LLC’s Partnership Interest pursuant to Paragraph 12.5(B) of the Venture Agreement, and (ii) to “GE Tennessee” shall be deemed to include any permitted assignee of GE Tennessee’s, RTLC-AC’s, NTFC’s and/or Holdco’s Partnership Interest pursuant to Paragraph 12.5 of the Venture Agreement.

(q) If GE Tennessee shall have elected in writing within the period specified in Section 9.3(f) to purchase 100% of Penske’s Partnership Interest or if the General Partner shall have elected in writing within the period specified in Section 9.3(j) to purchase 100% of GE Tennessee’s and its affiliates’ Partnership Interest (each partnership interest hereinafter referred to as the “Purchased Interest”), then each Partner shall engage, at its own expense, an investment banking firm of recognized national standing to appraise the Purchased Interest. Such investment banking firms shall determine the fair market value of the Purchased Interest as of the date of GE Tennessee’s or the General Partner’s, as applicable, notice referred to above. In reaching their determinations, such investment banking firms shall not take into account any “control premium” attributable to the Purchased Interest or the illiquid nature of an investment in the Purchased Interest. If the difference between the amount of the higher of such determinations and the amount of the lower of such determinations is not more than an amount equal to 10% of the amount of the higher of such determinations, then the determinations of both investment banking firms shall be averaged. If the difference between the respective amounts of such determinations is greater than an amount equal to 10% of the amount of the higher of such determinations, then, in lieu of averaging such determinations, such investment banking firms shall jointly select a third investment banking firm of recognized national standing to determine the fair market value of the Purchased Interest, which determination shall not take into account any “control premium” or the illiquid nature of an investment therein as aforesaid. The costs and expenses of any such third investment banking firm shall be borne equally by GE Tennessee and Penske Partners. Each Partner agrees to use its best efforts to cause the appraising investment banking firms to complete their appraisals pursuant to this Subsection 9.3(q) as promptly as practicable. Upon the determination of the fair market value of the Purchased Interest by such third investment banking firm, the two highest determinations of the fair market value of the Purchased Interest shall be averaged, which amount shall be the purchase price referred to in Section 9.3(i) or 9.3(j).

9.4 Allocation of Distributions Subsequent to Assignment. All Profits and Losses of the Partnership attributable to any Partnership Interest acquired by reason of any Transfer of such Partnership Interest and any distributions made with respect thereto shall be allocated (i) in respect of the portion of the Partnership Year ending on the effective date of the Transfer, to the transferor and (ii) in respect of subsequent periods, to the transferee. The effective date of any Transfer permitted under this Agreement, subject to the provisions of Section 9.7 below, shall be the close of business on the day the Partnership is notified of the Transfer.

9.5 Death, Incompetence, Bankruptcy, Liquidation or Withdrawal of a Limited Partner. The death, incompetence, Bankruptcy, liquidation or withdrawal of a Limited Partner shall not cause (in and of itself) a dissolution of the Partnership, but the rights of such a Limited Partner to share in the Profits and Losses of the Partnership, to receive distributions and to assign its Interest pursuant to this Article 9, on the happening of such an event, shall devolve on its beneficiary or other successor, executor, administrator, guardian or other legal representative for the purpose of settling its estate or administering its property, and the Partnership shall continue as a limited partnership. Such successor or personal representative, however, shall become a substituted limited partner only upon compliance with the requirements of Section 9.8 hereof with respect to a transferee of a Partnership Interest. The estate of a Bankrupt Limited Partner shall be liable for all the obligations of the Limited Partner.

9.6 Satisfactory Written Assignment Required. Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the transferor of a Partnership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements of this Article 9 and is reasonably satisfactory to the General Partner has been received by and recorded on the books of the Partnership, at which time the Transfer shall become effective for purposes of this Agreement.

9.7 Transferee’s Rights. Any purported Transfer of a Partnership Interest which is not in compliance with this Agreement is hereby declared to be null and void and of no force and effect whatsoever. A permitted transferee of any Partnership Interest pursuant to Section 9.1, 9.2, 9.3, or 9.5 hereof shall be entitled to receive distributions of cash or other property from the Partnership and to receive allocations of the income, gains, credits, deductions, profits and losses of the Partnership attributable to such Partnership Interest after the effective date of the Transfer but shall not become a Partner unless and until admitted pursuant to Section 9.8 hereof.

9.8 Transferees Admitted as Partners. The assignee or transferee of any Partnership Interest shall be admitted as a Partner only upon the satisfaction of the following conditions:

(a) A duly executed and acknowledged written instrument of Transfer, being either a certificate evidencing the Partnership Interest owned by the transferor prior to such Transfer or some other instrument approved by the General Partner, and either a copy of this Agreement duly executed by the transferee or an instrument of assumption in form and substance satisfactory to the General Partner setting forth the transferee’s agreement to be bound by the provisions of this Agreement have been delivered to the Partnership.

(b) The transferee has paid any fees and reimbursed the Partnership for any expenses paid by the Partnership in connection with the Transfer and admission.

The effective date of an admission of a Partner and the withdrawal of the transferring Partner, if any, shall be the first day which is the last Business Day of a calendar month to occur following the satisfaction of the foregoing conditions, except as otherwise may be agreed by all the Partners in writing.

ARTICLE 10

DISSOLUTION

10.1 Events of Dissolution. The Partnership shall continue until December 31, 2018, or such later date as the Partners may unanimously agree, unless sooner dissolved upon the earliest to occur of the following events, which shall cause an immediate dissolution of the Partnership:

(a) the sale, exchange or other disposition of all or substantially all of the Partnership’s assets; or

(b) the withdrawal, resignation, filing of a certificate of dissolution or revocation of the charter or Bankruptcy of the General Partner or the occurrence of any other event which causes the General Partner to cease to be a general partner of the Partnership under the Act (each an “Event of Withdrawal”); provided, however, that upon the occurrence of an Event of Withdrawal of the General Partner, the Partnership shall not be dissolved and its business shall not be required to be wound up if, within 90 days after such Event of Withdrawal all remaining Partners agree in writing to continue the business of the Partnership and to appoint one or more successor general partners; or

(d) the failure of the General Partner and Holdco to agree at the times required by and in accordance with the provisions of Section 6.4(a) or Section 6.4(d) hereof upon the individual to serve as the Joint Committee Member.

10.2 Final Accounting. Upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 10.1 hereof, a proper accounting shall be made by the Partnership’s Auditor from the date of the last previous accounting to the date of dissolution.

10.3 Liquidation. Upon the dissolution of the Partnership and the failure to continue the Partnership as provided in Section 10.1 hereof, the General Partner or, if there is no General Partner, a person approved by the Majority Limited Partners, shall act as liquidator to wind up the Partnership. The liquidator shall have full power and authority to sell, assign and encumber any or all of the Partnership’s assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner. All proceeds from liquidation shall be distributed in the following orders of priority: (a) to the payment and discharge of the debts and liabilities of the Partnership (other than liabilities for distributions to Partners) and expenses of liquidation, (b) to the setting up of such reserves as the liquidator may reasonably deem necessary for any contingent liability of the Partnership (other than liabilities for distributions to Partners), and (c) the balance to the Partners in accordance with their Capital Accounts after adjustment to reflect all Profit and Loss for the Partnership Year in which such liquidation occurs.

10.4 Cancellation of Certificate. Upon the completion of the distribution of Partnership assets as provided in Section 10.3 hereof, the Partnership shall be terminated and the person acting as liquidator shall cause the cancellation of the Certificate and shall take such other actions as may be necessary or appropriate to terminate the Partnership.

ARTICLE 11

AMENDMENTS TO AGREEMENT

Without the written approval of each of the Partners, no amendment shall be made to this Agreement. The General Partner shall give written notice to all Partners promptly after any amendment has become effective.

ARTICLE 12

NOTICES

12.1 Method of Notice. Any notices or other communications required or permitted hereunder (including notices or other communications to or from members of the Advisory Committee) shall be in writing and shall be deemed to have been duly given when delivered personally or transmitted by telex or telecopier, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, postage prepaid, on the date shown on the receipt therefor, addressed to the Partners at their respective addresses as set forth on Schedule A annexed hereto (except that any Partner may from time to time give notice changing his address for that purpose), and addressed to members of the Advisory Committee at such addresses as such members shall from time to time advise the Partnership in writing.

12.2 Computation of Time. In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

ARTICLE 13

INVESTMENT REPRESENTATIONS

13.1 Investment Purpose. Each Limited Partner represents and warrants to the Partnership and to each other Partner that it has acquired its limited partner interest in the Partnership for its own account, for investment only and not with a view to the distribution thereof, except to the extent provided in or contemplated by this Agreement.

13.2 Investment Restriction. Each Partner recognizes that (a) the limited partner interests in the Partnership have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from such registration, and agrees that it will not sell, offer for sale, transfer, pledge or hypothecate its limited partner interest in the Partnership (i) in the absence of an effective registration statement covering such limited partner interest under the Securities Act, unless such sale, offer of sale, transfer, pledge or hypothecation is exempt from registration for any proposed sale, and (ii) except in compliance with all applicable provisions of this Agreement, and (b) the restrictions on transfer imposed by this Agreement may severely affect the liquidity of an investment in limited partner interests in the Partnership.

ARTICLE 14

GENERAL PROVISIONS

14.1 Entire Agreement. [Reserved]

14.2 Amendment; Waiver. Except as provided otherwise herein, this Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver.

14.3 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

14.4 Binding Effect. Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns.

14.5 Separability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

14.6 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

14.7 No Third-Party Rights. Nothing in this Agreement shall be deemed to create any right in any person not a party hereto (other than the permitted successors and assigns of a party hereto) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (except as aforesaid).

14.8 Waiver of Partition. Each Partner, by requesting and being granted admission to the Partnership, is deemed to waive until termination of the Partnership any and all rights that it may have to maintain an action for partition of the Partnership’s assets.

14.9 Nature of Interests. All Partnership property, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and none of the Partners shall have any direct ownership of such property.

14.10 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be an original instrument and all of which, when taken together, shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written, effective as of June 28, 2008.

GENERAL PARTNER:

PENSKE TRUCK LEASING CORPORATION

By:
Title:

LIMITED PARTNERS:

GENERAL ELECTRIC CORPORATION OF TENNESSEE

By:
Title:

PTLC HOLDINGS CO., LLC

By:
Title:

PTLC2 HOLDINGS CO., LLC

By:
Title:

PENSKE AUTOMOTIVE GROUP, INC.

By:
Title:

LOGISTICS HOLDING CORP.

By:
Title:

RTLC ACQUISITION CORP.

By:
Title:

NTFC CAPITAL CORPORATION

By:
Title:

Schedule A

Effective June 28, 2008


Name and Address	Percentage Interest
General Partner

Penske Truck Leasing Corporation Route 10, Green Hills		11.68	%
Reading, Pennsylvania 19603-0563
Limited Partners

General Electric Credit Corporation of Tennessee 44 Old Ridgebury Road		0.50	%
Danbury, Connecticut 06810
PTLC Holdings Co., LLC 1105 N. Market Street, Suite 1300		18.32	%
Wilmington, DE 19801
PTLC2 Holdings Co., LLC 1105 N. Market Street, Suite 1300		10.00	%
Wilmington, DE 19801
Logistics Holding Corp. 1209 Orange Street		13.26	%
Wilmington, DE 19808
RTLC Acquisition Corp. 2711 Centerville Road Suite 400		35.29	%
Wilmington, DE 19801
NTFC Capital Corporation 44 Old Ridgebury Road		1.95	%
Danbury, Connecticut 06810
Penske Automotive Group, Inc. 2555 Telegraph Road		9.00	%

Bloomfield Hills, Michigan 48302

Schedule B

Current Members of Advisory Committee


GP Committee Members:		Roger S. Penske Brian Hard Frank Cocuzza
GE Committee Members:		Deborah M. Reif Dennis M. Murray David G. Amble

RIGHTS AGREEMENT

This RIGHTS AGREEMENT (the “Agreement”) dated as of June 26, 2008 is by and between Penske Automotive Group, Inc., a Delaware corporation (“PAG”) and PTLC Holdings Co., LLC, a Delaware limited liability company (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company (“PTLC2-LLC”) and Penske Truck Leasing Corporation, a Delaware corporation (“PTLC” and, together with PTLC-LLC and PTLC2-LLC, the “Penske Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement.

RECITALS

WHEREAS, PAG and the Penske Parties are partners under the Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P. dated July 18, 1988, as amended by a series of amendments being Amendments Nos. 1 through 11 (the “Partnership Agreement”);

WHEREAS, the Partnership Agreement provides in Section 9.3 for various rights and obligations regarding the transfer of limited partnership interests, including the obligation under certain circumstances to provide the other parties to the agreement with a right of first refusal regarding certain transfers;

NOW, THEREFORE, in consideration of the mutual promises and obligations hereinafter set forth and in the other agreements executed between the parties on June 26, 2008, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I RIGHTS

Section 1.1 Notice Right. The parties acknowledge that Section 9.3(a) of the Partnership Agreement provides that PAG and the Penske Parties shall be treated as one party for purposes of Section 9.3. PAG, on the one hand, and the Penske Parties, on the other hand, hereby agree that in the event either of them receives any Offers or written notices under Section 9.3 that each will promptly forward a copy of the related correspondence to the other.

Section 1.2 Additional Rights. Neither PAG nor the Penske Parties shall exercise any of their collective rights in Section 9.3 without providing the other with a reasonable period of time under the circumstances to consider the necessary action and respond accordingly. Specifically, (1) the Penske Parties shall not commence any Offer under Section 9.3(b) or accept an offer from a third party to acquire such party’s Partnership Interest without first notifying PAG of the proposed Transfer opportunity and providing PAG with a pro rata opportunity to join in such Transfer under the terms offered, (2) PAG shall not commence any Offer under Section 9.3(b) or accept an offer from a third party to acquire PAG’s Partnership Interest without first notifying the Penske Parties of the proposed Transfer opportunity and providing the Penske Parties with a right of first refusal of all or a portion of the proposed Transfer under the terms proposed, (3) neither party shall accept or decline any Offer under Section 9.3(b) without first consulting with the other party and assuring in any response, such other party’s response is conveyed in accordance with their instruction on a pro rata basis, and (4) neither party shall exercise any right under 9.3(j) without first consulting with the other party and assuring in any response, such other party’s response is conveyed in accordance with their instruction.

ARTICLE II TERMINATION

Section 2.1 Termination. This Agreement may be terminated at any time by mutual written consent of the parties and shall terminate at such time as either PAG or the Penske Parties (or any of them) have no further limited or general partnership ownership interest under the Partnership Agreement.

ARTICLE III MISCELLANEOUS

Section 3.1 Amendments and Waivers. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the parties to the Agreement at that time.

Section 3.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and the personal representatives and assigns of the parties hereto, whether so expressed or not.

Section 3.3 Entire Agreement. This Agreement (with the documents referred to herein or delivered pursuant hereto and together with the Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 3.4 Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Michigan without giving effect to the conflicts of law principles thereof which might result in the application of the laws of any other jurisdiction.

Section 3.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. All signatures need not appear on any one counterpart.

Section 3.6 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

Section 3.7 Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to injunctive relief, including specific performance, to enforce such obligations without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 3.8 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.


PTLC2 HOLDINGS CO., LLC		PTLC HOLDINGS CO., LLC
By /s/ Walter P. Czarnecki		By /s/ Walter P. Czarnecki

Title: Vice President		Title: Vice President
PENSKE TRUCK LEASING CORPORATION By /s/ Walter P. Czarnecki		PENSKE AUTOMOTIVE GROUP, INC. By /s/ Robert O’Shaughnessy

Title: Vice President		Title: Executive Vice President — Finance


Contact:	Bob O’Shaughnessy Chief Financial Officer 248-648-2800 boshaughnessy@penskeautomotive.com	Tony Pordon Senior Vice President 248-648-2540 tpordon@penskeautomotive.com

PAG Acquires 9% of Penske Truck Leasing for $219 Million
Expected Accretion to 2008 Earnings; Operational Synergies

Acquires BMW Dealership in San Mateo, CA
$125 Million of Estimated Annual Revenues

Schedules Conference Call to Discuss Investments

BLOOMFIELD HILLS, MI, July 1, 2008 – Penske Automotive Group, Inc. (NYSE: PAG), an international automotive retailer, announced today that it has acquired a 9% limited partnership interest in Penske Truck Leasing Co., L.P. (“PTL”) from GE Capital for $219 million. The all-cash transaction was financed with borrowings under the Company’s U.S. credit agreement. PTL, a joint venture between Penske Corporation and GE Capital, is a leading global transportation services provider that operates more than 200,000 vehicles and serves customers from more than 1,000 locations in North America, South America, Europe, and Asia.

Penske Automotive Group Chairman Roger Penske said, “We view the opportunity to invest in PTL as an outstanding use of capital. In addition to expected earnings accretion, we anticipate significant cash flow from partnership operating distributions and U.S. tax savings over the next three to five years to recoup a substantial portion of our investment.”

PTL is currently a key partner in the Company’s smart USA distribution business, managing our highly successful 24-hour roadside assistance program. PTL’s success with the smart USA roadside assistance program allows us to evaluate the development of a similar proprietary product for the Company’s new and pre-owned vehicle customers. Penske Automotive Group President

Rob Kurnick said, “This investment strengthens our relationship with PTL, and allows us to foster further cooperation between our two companies. We intend to utilize the 700-person PTL corporate sales force to develop vehicle purchase programs with PTL’s lease and rental customers and other target markets. Further, we intend to implement potential operational synergies such as purchasing and utilizing PTL’s India-based infrastructure for a wide range of customer support and administrative functions.”

In connection with the transaction, Penske Automotive’s U.S. credit agreement was expanded to include an additional $219 million of non-amortizing term loans, which were used to fund the acquisition of the PTL limited partnership interests. Including the term loans, the total commitment under the U.S. credit agreement was increased to $479 million, allowing available credit for continued investment in the Company’s core retail automotive strategies.

The Company projects an increase to 2008 earnings relating to the PTL transaction in the range of $0.02 to $0.04 per share and expects to update third quarter and full year 2008 guidance on its second quarter earnings conference call scheduled for July 30, 2008.

Peter Pan BMW Acquisition

Penske Automotive Group also announced that it has acquired Peter Pan BMW located in

San Mateo, California. The dealership is located within the San Francisco metropolitan market, one of the nation’s top-ten market areas. George Brochick, Executive Vice President of the Company’s Western Region said, “The acquisition of Peter Pan BMW further strengthens our brand mix and complements our existing operations in the northern California market.” The acquisition is expected to generate $125 million in revenue on an annualized basis and was financed using borrowings under the Company’s U.S. credit agreement.

Penske Automotive will host a conference call to discuss these investments on July 2, 2008, at 1:00 p.m. EDT. To participate on the conference call, participants must dial (800) 230-1951. [International, please dial (612) 332-0228]. The call will be simultaneously broadcast over the Internet through the Penske Automotive Group website at www.penskeautomotive.com. A replay of the call will be available approximately one hour after the completion until July 9^th. To access the replay, participants must dial (800)-475-6701 [International, please dial (320)-365-3844], access Code 952146.

About Penske Automotive

Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 308 retail automotive franchises, representing more than 40 different brands, and 27 collision repair centers. Penske Automotive, which sells new and previously owned vehicles, finance and insurance products and replacement parts, and offers maintenance and repair services on all brands it represents, has 161 franchises in 19 states and Puerto Rico and 147 franchises located outside the United States, primarily in the United Kingdom. Penske Automotive is a member of the Fortune 200 and Russell 1000 and has approximately 16,000 employees. smart and fortwo are registered trademarks of Daimler AG.

About Penske Truck Leasing

Penske Truck Leasing Co., L.P., headquartered in Reading, Pa., is a joint venture of Penske Corporation and GE Capital. A leading global transportation services provider, PTL operates and maintains more than 200,000 vehicles and serves customers from more than 1,000 locations in North America, South America, Europe, and Asia. Product lines include full-service truck leasing, contract maintenance, commercial and s, transportation and warehousing management and supply chain management solutions. Visit www.GoPenske.com to learn more about PTL’s products and services.

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding PTL’s and Penske Automotive Group, Inc.’s future sales and earnings potential. Actual results may vary materially because of risks and uncertainties, including external factors such as interest rate fluctuations, changes in consumer spending and other factors over which management has no control. With respect to PTL, risks and uncertainties also include changes in tax, financial or regulatory requirements, changes in the financial health of PTL’s customers, labor strikes or work stoppages, asset utilization rates and industry competition. The forward-looking statements in this release should be evaluated together with additional information about Penske Automotive’s business, markets, conditions and other uncertainties which could affect Penske Automotive’s future performance. These risks and uncertainties are addressed in Penske Automotive’s Form 10-K for the year ended December 31, 2007, and its other filings with the Securities and Exchange Commission. This press release speaks only as of its date, and Penske Automotive disclaims any duty to update the information herein.

# # #


Delaware	1-12297	22-3086739
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2555 Telegraph Road, Bloomfield Hills, Michigan		48302
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Penske Automotive Group, Inc.

July 2, 2008	By:	/s/ Shane M. Spradlin

		Name: Shane M. Spradlin
		Title: Senior Vice President, General Counsel and Secretary


Exhibit No.		Description

4.1		Fifth Amendment dated June 26, 2008 to the Second Amended and Restated Credit Agreement dated September 8, 2004 by and among us, DCFS USA LLC and Toyota Motor Credit Corporation
10.1		Purchase and Sale Agreement dated June 26, 2008 by and among General Electric Credit Corporation of Tennessee, Logistics Holding Corp., RTLC Acquisition Corp., NTFC Capital Corporation, Penske Truck Leasing Corporation, PTLC Holdings Co., LLC, PTLC2 Holdings Co., LLC, Penske Automotive Group, Inc. and Penske Truck Leasing Co., L.P.
10.2		Amendment No. 11 to the Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P. dated June 26, 2008 by and among General Electric Credit Corporation of Tennessee, Logistics Holding Corp., RTLC Acquisition Corp., NTFC Capital Corporation, Penske Truck Leasing Corporation, PTLC Holdings Co., LLC, PTLC2 Holdings Co., LLC and Penske Automotive Group, Inc.
10.3		Form of Second Amended and Restated Partnership Agreement of Penske Truck Leasing Co., L.P.
10.4		Rights Agreement dated June 26, 2008 by and among PTLC Holdings Co., LLC, PTLC2 Holdings Co., LLC, Penske Truck Leasing Corporation and Penske Automotive Group, Inc.
99.1		Press Release


	Share of Revolving		Share of L/C		Share of Term
Lender	Commitment Amount		Commitment Amount		Commitment Amount		Pro Rata Share
DCFC USA LLC	$	173,076,923.08	$	6,923,076.92	$	151,615,384.62		69.2307692307692	%

Toyota Motor Credit Corporation	$	76,923,076.92	$	3,076,923.08	$	67,384,615.38		30.7692307692308	%

TOTAL	$	250,000,000	$	10,000,000	$	219,000,000		100	%


ATLANTIC AUTO FUNDING CORPORATION
ATLANTIC AUTO SECOND FUNDING CORP		ORATION
ATLANTIC AUTO THIRD FUNDING CORPO		RATION
AUTO MALL PAYROLL SERVICES, INC.
BRETT MORGAN CHEVROLET-GEO, INC.
CJNS, LLC
CLASSIC AUTO GROUP, INC.
CLASSIC IMPORTS, INC.
CLASSIC MANAGEMENT COMPANY, INC.
CLASSIC TURNERSVILLE, INC.
COVINGTON PIKE DODGE, INC.
CYCLE HOLDINGS, LLC
DAN YOUNG CHEVROLET, INC.
DIFEO PARTNERSHIP, LLC
EUROPA AUTO IMPORTS, INC.
FLORIDA CHRYSLER-PLYMOUTH, INC.
FRN of TULSA, LLC
GENE REED CHEVROLET, INC.
GMG MOTORS, INC.


Date of Report (Date of Earliest Event Reported):		July 2, 2008


Registrant’s telephone number, including area code:		248-648-2500


		Partnership
		Interest Pledged
Partnership	Pledgors	Hereunder
Penske Truck Leasing Co., L.P.	Penske Automotive Group, Inc.		9	%


GOODSON NORTH, LLC
GOODSON PONTIAC GMC, LLC
GOODSON SPRING BRANCH, LLC
HBL, LLC
HT AUTOMOTIVE, LLC
JS IMPORTS, LLC
KMPB, LLC
KMT/UAG, INC.
LANDERS AUTO SALES, LLC
LANDERS BUICK-PONTIAC, INC.
LANDERS FORD NORTH, INC.
LANDERS UNITED AUTO GROUP NO. 2,	INC.
LATE ACQUISITION I, LLC
LATE ACQUISITION II, LLC
LMNS, LLC
LRP, LTD.
MICHAEL CHEVROLET-OLDSMOBILE, INC		.
MOTORCARS ACQUISITION II, LLC
MOTORCARS ACQUISITION III, LLC
MOTORCARS ACQUISITION IV, LLC
MOTORCARS ACQUISITION V, LLC
MOTORCARS ACQUISITION VI, LLC
MOTORCARS ACQUISITION, LLC
PAG ACQUISITION 15, LLC
PAG AUSTIN S1, LLC
PAG CLOVIS T1, INC.
PAG LONG ISLAND B1, LLC
PAG LONG ISLAND L1, LLC
PAG LONG ISLAND M1, LLC
PAG MICHIGAN S1, LLC
PAG NORTH SCOTTSDALE BE, LLC
PAG TURNERSVILLE AU, LLC
PAG MICHIGAN HOLDINGS, LLC
PAG WEST, LLC
PALM AUTO PLAZA, LLC
PEACHTREE NISSAN, INC.
PENSKE DIRECT, LLC
PENSKE WHOLESALE OUTLET, LLC
PMRC, LLC
RELENTLESS PURSUIT ENTERPRISES, I	NC.
SA AUTOMOTIVE, LTD.
SAU AUTOMOTIVE, LTD.
SCOTTSDALE 101 MANAGEMENT, LLC
SCOTTSDALE FERRARI, LLC
SCOTTSDALE JAGUAR, LTD.
SCOTTSDALE MANAGEMENT GROUP, LTD.
SCOTTSDALE PAINT & BODY, LLC
SIGMA MOTORS INC.
SK MOTORS, LLC
SL AUTOMOTIVE, LLC
SMART USA DISTRIBUTOR, LLC
SOMERSET MOTORS, INC.
SUN MOTORS, LLC
TRI-CITY LEASING, INC.
TURNERSVILLE AUTO OUTLET, LLC
UAG ATLANTA H1, LLC
UAG ATLANTA IV MOTORS, INC.
UAG ARKANSAS FLM, LLV
UAG CAPITOL, INC.
UAG CAROLINA, INC.
UAG CENTRAL NJ, LLC
UAG CENTRAL REGION MANAGEMENT, LL		C
UAG CHANTILLY AU, LLC
UAG CHCC, INC.
UAG CHEVROLET, INC.
UAG CLASSIC, INC.
UAG CLOVIS, INC.
UAG CONNECTICUT I, LLC
UAG CONNECTICUT, LLC
UAG DULUTH, INC.
UAG EAST, LLC
UAG ESCONDIDO A1, INC.
UAG ESCONDIDO H1, INC.
UAG ESCONDIDO M1, INC.
UAG FAIRFIELD CA, LLC
UAG FAIRFIELD CM, LLC
UAG FAIRFIELD CP, LLC
UAG FAYETTEVILLE I, LLC
UAG FAYETTEVILLE II, LLC
UAG FAYETTEVILLE III, LLC
UAG FINANCE COMPANY, INC.
UAG GD, LTD.
UAG GN, LTD.
UAG GP, LTD
UAG GRACELAND II, INC.
UAG GW, LTD.
UAG HOUSTON ACQUISITION, LTD.
UAG HUDSON, INC.
UAG HUDSON CJD, LLC
UAG INTERNATIONAL HOLDINGS, INC.
UAG KISSIMMEE MOTORS, INC.
UAG LANDERS SPRINGDALE, LLC
UAG LOS GATOS, INC.
UAG MARIN, INC.
UAG MEMPHIS II, INC.
UAG MEMPHIS IV, INC.
UAG MEMPHIS MANAGEMENT, LLC
UAG MENTOR ACQUISITION, LLC
UAG MICHIGAN CADILLAC, LLC
UAG MICHIGAN H1, LLC
UAG MICHIGAN H2, LLC
UAG MICHIGAN PONTIAC-GMC, LLC
UAG MICHIGAN T1, LLC
UAG MICHIGAN TMV, LLC
UAG MINNEAPOLIS B1, LLC
UAG NANUET I, LLC
UAG NANUET II, LLC
UAG NEVADA LAND, LLC
UAG NORTHEAST BODY SHOP, INC.
UAG NORTHEAST, LLC
UAG OLDSMOBILE OF INDIANA, LLC
UAG/PFS, INC.
UAG PHOENIX VC, LLC
UAG REALTY, LLC
UAG ROYAL PALM, LLC
UAG ROYAL PALM M1, LLC
UAG SAN DIEGO A1, INC.
UAG SAN DIEGO H1, INC.
UAG SAN DIEGO JA, INC.
UAG SOUTHEAST, INC.
UAG SPRING, LLC
UAG STEVENS CREEK II, INC.
UAG SUNNYVALE, INC.
UAG TEXAS II, INC.
UAG TEXAS, LLC
UAG TULSA HOLDINGS, LLC
UAG TURNERSVILLE MOTORS, LLC
UAG TURNERSVILLE REALTY, LLC
UAG VK, LLC
UAG WEST BAY AM, LLC
UAG WEST BAY FM, LLC
UAG WEST BAY IA, LLC
UAG WEST BAY IAU, LLC
UAG WEST BAY IB, LLC
UAG WEST BAY II, LLC
UAG WEST BAY IL, LLC
UAG WEST BAY IM, LLC
UAG WEST BAY IP, LLC
UAG WEST BAY IV, LLC
UAG WEST BAY IW, LLC
UAG YOUNG II, INC.
UAG-CARIBBEAN, INC.
PENSKE AUTOMOTIVE GROUP, INC.
UNITED AUTO LICENSING, LLC
UNITEDAUTO SCOTTSDALE PROPERTY HO	LDINGS, LLC
UNITED AUTOCARE PRODUCTS, LLC
UNITED NISSAN, INC., A GEORGIA CO	RPORATION
UNITED NISSAN, INC., A TENNESSEE	CORPORATION
UNITED RANCH AUTOMOTIVE, LLC
UNITED AUTO DODGE OF SHREVEPORT,	INC.
UNITEDAUTO FIFTH FUNDING INC.
UNITEDAUTO FINANCE INC.
UNITEDAUTO FOURTH FUNDING INC.
WEST PALM AUTO MALL, INC.
WEST PALM NISSAN, LLC
WEST PALM S1, LLC
WESTBURY SUPERSTORE, LTD.
WTA MOTORS, LTD.
YOUNG MANAGEMENT GROUP, INC.
UNITED FORD NORTH, LLC
UNITED FORD BROKEN ARROW, LLC
DEALER ACCESSORIES, LLC
UAG WEST BAY IN, LLC
UAG SAN DIEGO AU, INC.
UAG SAN DIEGO MANAGEMENT, INC.


If to PTLC or the Partnership:		Route 10, Green Hills P.O. Box 563 Reading, PA 19603-0563 Attention: General Counsel Facsimile No.: 610-775-6330
With a copy to:		Lawrence N. Bluth, Esquire Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Facsimile No.: 248-648-2135
If to Holdings or Holdings 2:		1105 North Market Street Suite 1300 Wilmington, DE 19801 Attention: President Facsimile No.: 302-651-8423
With a copy to:		Lawrence N. Bluth, Esquire Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Facsimile No.: 248-648-2135
If to PAG:		Penske Automotive Group, Inc. 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Attention: President Facsimile No.: 248-648-2155
With a copy to:		Penske Automotive Group, Inc. Attention: General Counsel 2555 Telegraph Road Bloomfield Hills, MI 48302-0954 Facsimile No.: 248-648-2515
If to any GE Partner:		GE Commercial Finance 901 Main Avenue Norwalk, CT 06851 Attention: Senior Counsel – M&A Facsimile No.: 203-840-6525


GENERAL ELECTRIC CREDIT		PENSKE AUTOMOTIVE GROUP, INC.
CORPORATION OF TENNESSEE
By	/s/ Mark Cohen	By	/s/ Robert O’Shaughnessy

	Title: Authorized Person		Title: Executive Vice President-Finance
LOGISTICS HOLDING CORP.		RTLC ACQUISITION CORP.
By	/s/ Mark Cohen	By	/s/ Mark Cohen

	Title: Authorized Person		Title: Authorized Person


By	/s/ Mark Cohen	By	/s/ Brian Hard

	Title: Authorized Person		Title: President
PTLC HOLDINGS CO., LLC		PTLC2 HOLDINGS	CO., LLC
By	/s/ Brian Hard	By	/s/ Brian Hard

	Title: President		Title: President
PENSKE TRUCK LEASING CO., L.P.
	By: PENSKE TRUCK LEASING CORPORATION, its general partner
By	/s/ Brian Hard

	Title: President