Exhibit 10.1





Exhibit
10.1

EXECUTION COPY




THIRD AMENDED AND RESTATED




AGREEMENT OF LIMITED PARTNERSHIP




OF PENSKE TRUCK LEASING CO., L.P





 


 









 







TABLE OF CONTENTS





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1 THE LIMITED PARTNERSHIP
	 	 	2	 
	 
	 	 	 	 
	1.1 Formation
	 	 	2	 
	1.2 Certificate of Limited Partnership
	 	 	2	 
	1.3 Name
	 	 	3	 
	1.4 Character of Business
	 	 	3	 
	1.5 Certain Business Policies
	 	 	3	 
	1.6 Principal Offices
	 	 	3	 
	1.7 Fiscal Year
	 	 	3	 
	1.8 Accounting Matters
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2 DEFINITIONS
	 	 	4	 
	 
	 	 	 	 
	2.1 1934 Act
	 	 	4	 
	2.2 Act
	 	 	4	 
	2.3 Adjusted Capital Account Deficit
	 	 	4	 
	2.4 Advisory Committee
	 	 	4	 
	2.5 Affiliate
	 	 	4	 
	2.6 Agreement
	 	 	4	 
	2.7 Agreement Date
	 	 	4	 
	2.8 Applicable Percentage
	 	 	5	 
	2.9 Approved Penske Senior Officer
	 	 	5	 
	2.10 Auditor
	 	 	5	 
	2.11 Available Cash
	 	 	5	 
	2.12 Bankruptcy
	 	 	5	 
	2.13 Bona Fide Lender
	 	 	5	 
	2.14 Business Day
	 	 	5	 
	2.15 Capital Account
	 	 	5	 
	2.16 Capital Contribution
	 	 	6	 
	2.17 Certificate
	 	 	6	 
	2.18 Change of Control of the Partnership
	 	 	6	 
	2.19 Change of Control Person Event
	 	 	6	 
	2.20 Code
	 	 	6	 
	2.21 Control Person
	 	 	6	 
	2.22 December 2007 Purchase and Sale Agreement
	 	 	7	 
	2.23 Depreciation
	 	 	7	 
	2.24 Effective Time
	 	 	7	 
	2.25 Event of Withdrawal
	 	 	7	 
	2.26 Foreclosure
	 	 	7	 
	2.27 GECC
	 	 	7	 
	2.28 GE Committee Member
	 	 	7	 
	2.29 GE Partners
	 	 	7	 
	2.30 GE Tennessee
	 	 	7	 
	2.31 Gelco Assumed Liabilities
	 	 	7	 






 


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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	2.32 Gelco Leased Assets
	 	 	7	 
	2.33 Gelco Purchased Assets
	 	 	8	 
	2.34 General Partner
	 	 	8	 
	2.35 Generally Accepted Accounting Principles
	 	 	8	 
	2.36 GP Committee Member
	 	 	8	 
	2.37 Gross Asset Value
	 	 	8	 
	2.38 Holdco
	 	 	8	 
	2.39 HP Contributed Assets
	 	 	8	 
	2.40 HP Contributed Liabilities
	 	 	8	 
	2.41 HP Leased Assets
	 	 	9	 
	2.42 Interested Party
	 	 	9	 
	2.43 June 2006 Purchase and Sale Agreement
	 	 	9	 
	2.44 June 2008 Purchase and Sale Agreement
	 	 	9	 
	2.45 Limited Partner
	 	 	9	 
	2.46 Logistics LLC
	 	 	9	 
	2.47 Majority Limited Partners
	 	 	9	 
	2.48 March 2009 Purchase and Sale Agreement
	 	 	9	 
	2.49 NTFC
	 	 	9	 
	2.50 Net Losses
	 	 	9	 
	2.51 Non-Issuing Partner
	 	 	9	 
	2.52 Nonrecourse Deductions
	 	 	9	 
	2.53 Nonrecourse Liability
	 	 	10	 
	2.54 Offer
	 	 	10	 
	2.55 Offered Interest
	 	 	10	 
	2.56 Offeree Partner
	 	 	10	 
	2.57 Offering Partner
	 	 	10	 
	2.58 Opening Balance Sheet
	 	 	10	 
	2.59 Original Partnership Agreement
	 	 	10	 
	2.60 PAG
	 	 	10	 
	2.61 PAG Non-Voting Observer
	 	 	10	 
	2.62 PAG Pledged Interest
	 	 	10	 
	2.63 PTLC-LLC
	 	 	10	 
	2.64 PTLC2-LLC
	 	 	10	 
	2.65 PTLC3-LLC
	 	 	10	 
	2.66 Partner
	 	 	10	 
	2.67 Partner Nonrecourse Debt
	 	 	10	 
	2.68 Partner Nonrecourse Debt Minimum Gain
	 	 	10	 
	2.69 Partner Nonrecourse Deductions
	 	 	11	 
	2.70 Partnership
	 	 	11	 
	2.71 Partnership Certificate
	 	 	11	 
	2.72 Partnership Group
	 	 	11	 
	2.73 Partnership Interest
	 	 	11	 
	2.74 Partnership Minimum Gain
	 	 	11	 






 


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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	2.75 Partnership Year
	 	 	11	 
	2.76 Penske
	 	 	11	 
	2.77 Penske Consolidated Group
	 	 	11	 
	2.78 Percentage Interest
	 	 	11	 
	2.79 Person
	 	 	11	 
	2.80 Profits and Losses
	 	 	12	 
	2.81 Purchased Interest
	 	 	12	 
	2.82 RTLC-AC
	 	 	12	 
	2.83 Regulations
	 	 	13	 
	2.84 Returns
	 	 	13	 
	2.85 Regulatory Allocations
	 	 	13	 
	2.86 Schedule
	 	 	13	 
	2.87 Second Amended and Restated Partnership Agreement
	 	 	13	 
	2.88 Securities Act
	 	 	13	 
	2.89 Subsidiary
	 	 	13	 
	2.90 Tax Matters Partner
	 	 	13	 
	2.91 Transfer
	 	 	13	 
	2.92 Venture Agreement
	 	 	13	 
	2.93 General Provisions
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 3 CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
	 	 	14	 
	 
	 	 	 	 
	3.1 Initial Capital Contribution
	 	 	14	 
	3.2 Additional Capital Contributions
	 	 	14	 
	3.3 Opening Balance Sheet
	 	 	14	 
	3.4 Capital Accounts
	 	 	14	 
	3.5 Negative Capital Accounts
	 	 	15	 
	3.6 Compliance with Treasury Regulations
	 	 	15	 
	3.7 Succession to Capital Accounts
	 	 	15	 
	3.8 Certain Adjustments
	 	 	15	 
	3.9 No Withdrawal of Capital Contributions
	 	 	15	 
	3.10 Partnership Certificates
	 	 	16	 
	3.11 Prior Additional Capital Contributions
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 4 COSTS AND EXPENSES
	 	 	16	 
	 
	 	 	 	 
	4.1 Organizational and Other Costs
	 	 	16	 
	4.2 Operating Costs
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 5 DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS; TAX MATTERS
	 	 	17	 
	 
	 	 	 	 
	5.1 Distributions Prior to Dissolution
	 	 	17	 
	5.2 Partnership Allocations
	 	 	17	 
	5.3 Special Allocations
	 	 	18	 
	5.4 Curative Allocations
	 	 	20	 






 


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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	5.5 Tax Allocations; Code Section 704(c)
	 	 	20	 
	5.6 Accounting Method
	 	 	21	 
	5.7 Tax Basis
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 6 MANAGEMENT
	 	 	21	 
	 
	 	 	 	 
	6.1 Rights and Duties of the Partners
	 	 	21	 
	6.2 Fiduciary Duty of General Partner
	 	 	22	 
	6.3 Powers of General Partner
	 	 	22	 
	6.4 Advisory Committee
	 	 	24	 
	6.5 Restrictions on General Partner’s Authority
	 	 	28	 
	6.6 Other Activities
	 	 	31	 
	6.7 Transactions with Affiliates
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 7 COMPENSATION
	 	 	32	 
	 
	 	 	 	 
	ARTICLE 8 ACCOUNTS
	 	 	32	 
	 
	 	 	 	 
	8.1 Books and Records
	 	 	32	 
	8.2 Reports, Returns and Audits
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 9 TRANSFERS
	 	 	34	 
	 
	 	 	 	 
	9.1 Transfer of General Partner’s Interest
	 	 	34	 
	9.2 Transfer of a Limited Partner’s Interest
	 	 	35	 
	9.3 Buy-Sell Provisions
	 	 	36	 
	9.4 Allocation of Distributions Subsequent to Assignment
	 	 	40	 
	9.5 Death, Incompetence, Bankruptcy, Liquidation or Withdrawal of a
Limited Partner
	 	 	41	 
	9.6 Satisfactory Written Assignment Required
	 	 	41	 
	9.7 Transferee’s Rights
	 	 	41	 
	9.8 Transferees Admitted as Partners
	 	 	41	 
	9.9 Change of Control Rights
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 10 DISSOLUTION
	 	 	42	 
	 
	 	 	 	 
	10.1 Events of Dissolution
	 	 	42	 
	10.2 Final Accounting
	 	 	43	 
	10.3 Liquidation
	 	 	43	 
	10.4 Cancellation of Certificate
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 11 AMENDMENTS TO AGREEMENT
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 12 NOTICES
	 	 	44	 
	 
	 	 	 	 
	12.1 Method of Notice
	 	 	44	 
	12.2 Computation of Time
	 	 	44	 






 


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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 13 INVESTMENT REPRESENTATIONS
	 	 	44	 
	 
	 	 	 	 
	13.1 Investment Purpose
	 	 	44	 
	13.2 Investment Restriction
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 14 GENERAL PROVISIONS
	 	 	45	 
	 
	 	 	 	 
	14.1 Entire Agreement
	 	 	45	 
	14.2 Amendment; Waiver
	 	 	45	 
	14.3 Governing Law
	 	 	45	 
	14.4 Binding Effect
	 	 	45	 
	14.5 Separability
	 	 	45	 
	14.6 Headings
	 	 	45	 
	14.7 No Third-Party Rights
	 	 	45	 
	14.8 Waiver of Partition
	 	 	45	 
	14.9 Nature of Interests
	 	 	45	 
	14.10 Counterpart Execution
	 	 	45	 






 


- v -









 





SCHEDULES




SCHEDULE A — Partners and Percentage Interests




SCHEDULE B — Current Members of Advisory Committee





 


- vi -









 







THIRD AMENDED AND RESTATED




AGREEMENT OF LIMITED PARTNERSHIP




OF




PENSKE TRUCK LEASING CO., L.P.




THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 26th day
of March, 2009, and effective as of the Effective Time, 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”), PTLC3
Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market
Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC3-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, PTLC3-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 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 subsequently
adjusted the Percentage Interests of the Partners as the result of a special distribution;


 


 









 





WHEREAS, the Amended and Restated Agreement of Limited Partnership, as so amended, was amended
and restated in its entirety by the Second Amended and Restated Agreement of Limited Partnership
dated September 19, 2008; and



WHEREAS, the parties hereto desire to recognize the admission of PTLC3-LLC as a Limited
Partner and amend and restate in its entirety the Second 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 Second Amended and Restated
Agreement of Limited Partnership, as so amended, of the Partnership is hereby amended and restated
in its entirety by this Third 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.


 


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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 the Effective Time, 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.


 


- 3 -









 





ARTICLE 2




DEFINITIONS




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



2.1 1934 Act. “1934 Act” shall have the meaning ascribed to such term in Subsection 6.4(i).



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



2.3 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.



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



2.5 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.



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



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


 


- 4 -









 





2.8 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%.



2.9 Approved Penske Senior Officer. “Approved Penske Senior Officer” shall mean any of the
Chairman of the Board of Directors, President or Chief Financial Officer of Penske Corporation or
Penske Transportation Holdings Corp., who exercise the powers and responsibilities customarily and
usually associated with such title.



2.10 Auditor. “Auditor” shall mean Deloitte 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(g).



2.11 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.



2.12 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.



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



2.14 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.



2.15 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;


 


- 5 -









 






(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.




(iii) 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.




(iv) 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.



2.16 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.



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



2.18 Change of Control of the Partnership. “Change of Control of the Partnership” shall
mean (i) the consummation of a merger or consolidation of one or more members of the Partnership
Group which collectively own, directly or indirectly, all or substantially all of the Partnership
Group’s assets with or into another entity (whether or not it is the surviving entity) that is not
the Partnership or a direct or indirect wholly-owned subsidiary of the Partnership; or (ii) the
sale, transfer or other disposition of all or substantially all of the Partnership’s assets in one
or more of a series of related transactions.



2.19 Change of Control Person Event. “Change of Control Person Event” shall have the
meaning ascribed to such term in Subsection 9.9(a).



2.20 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.



2.21 Control Person. “Control Person” shall mean a Person or group of Persons who has the
power, directly or indirectly, to elect a majority of the directors of the General Partner or has
the power, directly or indirectly, to direct the affairs of the General Partner; provided,
however, that if no Person or group of Persons has the power described above through stock
ownership, the Control Person shall be the Person holding the title of chief executive officer or
other title of comparable authority and power of the General Partner; provided,
further, that at the Effective Time, Roger S. Penske is the Control Person of the General
Partner for the purposes of this definition.


 


- 6 -









 





2.22 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 PTLC3-LLC and PAG), as amended, restated, supplemented
and/or otherwise modified from time to time.



2.23 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.



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



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



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



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



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



2.29 GE Partners. “GE Partners” shall mean GE Tennessee, Holdco, RTLC-AC and NTFC and
their successors, if any, as permitted under Subsection 9.2(a).



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



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



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


 


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



2.34 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.



2.35 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.



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



2.37 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
2.37(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.



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



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



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


 


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



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



2.43 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, PTLC3-LLC and PAG) and GECC, as amended, restated, supplemented
and/or otherwise modified from time to time.



2.44 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
(other than PTLC3-LLC), as amended, restated, supplemented and/or otherwise modified from time to
time.



2.45 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.



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



2.47 Majority Limited Partners. “Majority Limited Partners” shall mean, at any given time,
Limited Partners (other than Penske and its Affiliates, which for the preclusion of doubt includes
as of the Effective Time PAG and will continue to include PAG as long as it is an Affiliate of
Penske) 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 and its Affiliates).



2.48 March 2009 Purchase and Sale Agreement. “March 2009 Purchase and Sale Agreement”
means that certain Purchase and Sale Agreement dated the date hereof among the Partnership and the
Partners, as amended, restated, supplemented and/or otherwise modified from time to time.



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



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



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



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


 


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



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



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



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



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



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



2.59 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.



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



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



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



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



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



2.65 PTLC3-LLC. “PTLC3-LLC” shall have the meaning ascribed to such term in the first
Paragraph of this Agreement.



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



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



2.68 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.”


 


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2.69 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).



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



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



2.72 Partnership Group. “Partnership Group” shall mean, individually or in the aggregate,
the Partnership and its Subsidiaries.



2.73 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.



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



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



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



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



2.78 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.



2.79 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.


 


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2.80 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 2.80 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 2.80 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 2.37(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).



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



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


 


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2.83 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.



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



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



2.86 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.



2.87 Second Amended and Restated Partnership Agreement. “Second Amended and Restated
Partnership Agreement” shall mean the Second Amended and Restated Agreement of Limited Partnership
dated September 19, 2008 by and among the Partners (other than PTLC3).



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



2.89 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.



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



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



2.92 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 amended as of July 1, 1993, as amended, restated, supplemented and/or otherwise
modified from time to time.



2.93 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.


 


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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) or in Section 3.5 of this Agreement,
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.



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.


 


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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.


 


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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. On September
19, 2008, Holdco reduced its Partnership Interest in return for a special distribution from the
Partnership. Pursuant to the March 2009 Purchase and Sale Agreement, Holdco is transferring a
portion of its Partnership Interest to PTLC3-LLC. Effective as of the close of the Partnership’s
business on March 28, 2009 (the “Effective Time”), the Percentage Interest of each Partner in the
Partnership is 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).




 


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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 logistics
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.


 


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(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,
PTLC2-LLC and PTLC3-LLC, to the General Partner, (ii) in the case of PAG, to the
General Partner, and (iii) in the case of any GE Partner, first, to the other GE
Partners 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 GE Partner
without causing it to have an Adjusted Capital Account Deficit and, thereafter, 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,
PTLC2-LLC or PTLC3-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 it. If any GE Partner 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 other GE 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 GE 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.


 


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(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.


 


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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.


 


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(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.
Notwithstanding the preceding sentence, 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
1.704-1(b)(2)(iv)(f) as of September 19, 2008 in connection with the distribution to, and reduction
in partnership interest of, Holdco effected on that date. 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.


 


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(b) Pursuant to Delaware law (and provided that such Limited Partner does not, in addition to
the exercise of its 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 such Partner’s 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 its 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 the General
Partner’s 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 set forth in clauses (i) and (ii) of Section 1.4 and as
otherwise conducted on March 26, 2009 or otherwise approved in accordance with
Subsection 6.5(b)(x), 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 set forth in clauses (i) and (ii)
of Section 1.4 and as otherwise conducted on March 26, 2009
or otherwise approved in accordance with Subsection 6.5(b)(x) or to provide a source from which to meet contingencies;


 


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(iii) enter into and terminate agreements and contracts with third parties in
furtherance of the Partnership’s business set forth in clauses (i) and (ii) of
Section 1.4 and as otherwise conducted on March 26, 2009 or otherwise approved in
accordance with Subsection 6.5(b)(x), 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 set forth in clauses (i) and (ii) of
Section 1.4 and as otherwise conducted on March 26, 2009 or otherwise approved in
accordance with Subsection 6.5(b)(x).



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.


 


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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 from the Effective Time shall
be a committee of the Partnership consisting of five members. Of the five committee members, three
shall be proposed and approved by the General Partner (a “GP Committee Member”) and two 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. 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 and provided that notice shall have
been duly given as set forth in Subsection 6.4(c) below: (A) at any meeting of the
Advisory Committee in which an action specified in Subsections 6.5(b)(i), (iii) -
(vi), (ix) — (xii) shall be considered, the presence of any four members of the
Advisory Committee shall be a quorum for the conduct of any business; and (B) at any
other meeting of the Advisory Committee, the presence of any three members of the
Advisory Committee shall be the 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(f) 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, the number of members
specified for the quorum in Subsection 6.4(b)(i) above 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 Subsection 6.4(f)
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.




 


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(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 and in certain circumstances as
further specified in Section 6.5(b) below the affirmative vote of four 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, so long as all members of the Advisory Committee participating in such meeting can hear
one another, 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) Regular Meetings and Special Meetings.



(1) Regular meetings of the Advisory Committee shall be held at such times as the Advisory
Committee shall from time to time determine, but no less frequently than once each quarter of the
Fiscal Year, including:




(i) one meeting to be held in the last month of the Fiscal Year in which the
General Partner and/or its representatives will report to the Advisory Committee on
the business, operations, results of operations and financial condition of the
Partnership Group; and


 


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(ii) one meeting to be held as soon as practicable after completion of the
audit conducted pursuant to Subsection 8.2(a) for the immediately preceding
Partnership Year in which the General Partner and/or its representatives will report
to the Advisory Committee on the business, operations, results of operations and
financial condition of the Partnership Group.



(2) Special meetings of the Advisory Committee shall be held whenever called by at least two
members of the Advisory Committee upon no less than three weeks’ notice to each member of the
Advisory Committee prior to such meeting unless such notice is waived by such member. Any and all
business that may be transacted at a regular meeting of the Advisory Committee may be transacted at
a special meeting.



(e) Resignation, Replacement and Removal of Advisory Committee Members. 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. In the event of the death, adjudication of insanity or incompetency, resignation,
withdrawal or removal of: (i) a GP Committee Member, the General Partner shall propose and approve
a replacement member; provided, however, that if such GP Committee Member is Roger
S. Penske or a GP Committee Member who is a direct successor of Roger S. Penske or any direct
successor thereof from time to time who is not an Approved Penske Senior Officer, the General
Partner shall deliver a written proposal to Holdco of a replacement member, subject to the approval
of Holdco within the thirty day period after such proposal, which approval shall not be
unreasonably withheld and which approval shall be deemed given if Holdco fails to object in writing
within such thirty day period; or (ii) a GE Committee Member, Holdco shall propose and approve a
replacement member.



(f) Certain Provisions with respect to the Advisory Committee. Subject to Subsection
6.4(d), 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 or Advisory Committee member 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.



(g) 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 four of its members, require that such
auditors be substituted by the General Partner; provided, however, that a vote of only three of the
members of the Advisory Committee shall be required if the substitute auditors are Deloitte LLP or
KPMG LLP. 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.


 


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(h) 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 him or her 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.



(i) 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 , the Securities Exchange Act of 1934 (the “1934 Act”) 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(i), the Partnership shall not be deemed to be an Affiliate of any of the
Partners.


 


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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(h), 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, provided that, in the case of
Subsections 6.5(b)(i), (iii) — (vi), (ix) — (xii) below, such approval shall require the written
approval (which approval may be by resolution) of four members of the Advisory Committee (including
at least one GE Committee Member):




(i) Cause the Partnership Group to (A) incur indebtedness for borrowed money
aggregating in excess of $50 million, including, without limitation, the refinancing
of existing indebtedness (other than such indebtedness solely incurred in connection
with financing of the acquisition of vehicles by the Partnership Group in the
ordinary course of business), or (B) grant any liens, encumbrances or other security
interests with respect to any property of the Partnership Group (other than such
liens, encumbrances or other security interests granted in connection with the financing of the acquisition of vehicles by the
Partnership Group in the ordinary course of business, which liens, encumbrances and
security interests attach only to the vehicles being acquired with the proceeds of
the applicable financing, including any chattel paper, replacements, substitutes and
proceeds thereof, as such terms are defined in Article 9 of the Uniform Commercial
Code);


 


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(ii) Adopt the annual budget of the Partnership Group;




(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, or file a Form 8832 — Entity
Classification Election or in any other manner make or change an election under U.S.
Treasury Regulations Section 301.7701-3(c)(1) or successor regulations to have the
Partnership taxed as anything other than as a partnership for federal tax purposes;




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




(viii) Appoint the officers of the Partnership;




(ix) Cause the Partnership Group to expend in excess of $10 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 $10 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 $10 million but not in excess of $20 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 two (2) members of the Advisory Committee
have disapproved within five Business Days following receipt of written notice of a
request for approval of such transaction;


 


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(x) Change the character of the Partnership Group’s business from that set
forth in clauses (i) and (ii) of Section 1.4 hereof and as otherwise conducted on
March 26, 2009, or cause the Partnership to engage in any activity other than as
described therein or conducted on such date;




(xi) Declare or cause the Partnership to make any distribution to its Partners
(including for the avoidance of doubt, (i) any annual distributions of Available
Cash pursuant to Section 5.1(a) which would 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 and (ii)
any discretionary special distributions pursuant to Section 5.1(b)) not otherwise
expressly provided for herein;




(xii) Increase or amend the compensation arrangements for the direct services
of Roger S. Penske between the Partnership Group and Roger S. Penske or any entity
that is an Affiliate of 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 $10,000,000 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.


 


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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.


 


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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, and
further provided that commencing with transactions entered into after the Effective Date the
members of the Advisory Committee will receive a written notice within thirty days of the date on
which any such transaction is entered setting forth the material terms of any transaction or series
of related transactions described above for which the aggregate amount involved in such transaction
or series of transactions, which includes the U.S. dollar value of the amounts involved throughout
the duration of any agreements entered into with respect to such transaction(s), is greater than
$10 million.



(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 or her part, except for (i) any act or omission resulting from its or his or her 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.


 


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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 any member of the Advisory
Committee to advise any or all Partners properly about their investment in the Partnership. As
soon as practicable after the end of each month in each Partnership Year, the Partnership shall
deliver to Holdco and PAG a written report which shall include forecasts for the current quarter,
including forecast changes in debt balance of 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 any member of the Advisory
Committee or PAG to advise any or 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 its 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.


 


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(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 the Majority Limited 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.



(f) The General Partner shall provide such other information as may be reasonably required for
GECC or PAG or their Affiliates to timely comply with applicable financial reporting requirements
or their customary financial reporting practices, and the General Partner shall continue to provide
substantially the same accounting assistance to GECC or PAG or their Affiliates as it provided to
them for the 2008 fiscal year including, without limitation, (i) booking the GE Partners’ share of
the Profits, Losses, distributions or other items of the Partnership’s activities in the GECC
ledger at the end of each quarter of the Partnership Year and (ii) preparing quarterly accounting
closing schedules at the end of each quarter of the Partnership Year.



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.


 


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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,
Section 1 of the June 2008 Purchase and Sale Agreement and Section 1 of the March 2009 Purchase and
Sale Agreement, no Limited Partner may Transfer its 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 any of PTLC-LLC, PTLC2-LLC or PTLC3-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 and remains the common parent, (B) each of
PTLC-LLC, PTLC2-LLC and PTLC3-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 and remain members and the ultimate controlling owners of Penske continue to control 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
any member or members of the PAG consolidated group of which PAG is and remains the common parent,
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 has been
or 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.


 


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(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, PTLC3-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.


 


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(c) (Previously deleted)



(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.]



 


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(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 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, 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 any
of Penske, PTLC-LLC, PTLC2-LLC or PTLC3-LLC, then from and after the occurrence of any of the
events specified in clauses (i)(A), (i)(B) and (ii) above, GE Tennessee or any nominee(s) thereof
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, PTLC2-LLC, PTLC3-LLC and PAG, 100% of their
collective Partnership Interests at a purchase price, payable in cash, to be determined as of the
date GE Tennessee shall advise Penske of its or its nominee(s)’s decision to acquire 100% of
Penske’s, PTLC’s, PTLC2-LLC’s, PTLC3-LLC’s and PAG’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) or (ii) 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 or any nominee(s) thereof 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 or its
nominee(s)’s 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 the expiration of the 90 day
period referred to in Subsection 9.3(e).


 


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(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.


 


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(p) For purposes of Subsections 9.3(i) and 9.3(j) above and Subsection 9.3(q) below, 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 and/or PTLC3-LLC’s and/or PAG’s Partnership Interest
pursuant to Paragraph 12.5(B) of the Venture Agreement or Subsection 9.2(a) above, 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 or
Subsection 9.2(a) above.



(q) If GE Tennessee (or its nominee(s)) shall have elected in writing within the period
specified in Section 9.3(i) 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. 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.


 


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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.


 


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9.9 Change of Control Rights.



(a) If the Control Person of the General Partner ceases to be the Control Person of the
General Partner (a “Change of Control Person Event”), a successor Control Person other than an
Approved Penske Senior Officer shall be subject to prior written approval by Holdco as follows:



(1) if the Change of Control Person Event is not as a result of death or permanent disability
of the Control Person, any successor Control Person of the General Partner other than an Approved
Penske Senior Officer shall be subject to approval by Holdco within the thirty day period after the
General Partner delivers a written proposal to Holdco of a successor Control Person, which approval
shall not be unreasonably withheld, provided that failure by Holdco to object in writing within
such thirty day period shall be deemed approval of Holdco; or



(2) if the Change of Control Person Event is as a result of death or permanent disability of
the Control Person, any successor Control Person of the General Partner other than an Approved
Penske Senior Officer shall be approved by the General Partner within 180 days of the Change of
Control Person Event, subject to approval by Holdco within the thirty day period after the General
Partner delivers a written proposal to Holdco of a successor Control Person, which approval shall
not be unreasonably withheld, provided that failure by Holdco to object in writing within such
thirty day period shall be deemed approval of Holdco.



(b) In addition to any other approval required under the Act, any Change of Control of the
Partnership shall be subject to approval by Holdco.



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 the Limited
Partners then holding a majority of limited partner interests in the Partnership (exclusive of any
limited partner interest in the Partnership then held by Penske and its Affiliates other than PAG)
agree in writing to continue the business of the Partnership and to appoint one or more successor
general partners;


 


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(c) such earlier date as the Partners shall unanimously elect;



(d) the failure of the General Partner and Holdco to agree at the times required by and in
accordance with Section 6.4(e)(i) hereof upon the individual to serve as a GP Committee Member
replacing Roger S. Penske or his direct successor or any direct successor thereof from time to time
who is not an Approved Penske Senior Officer; or



(e) the failure of the General Partner and Holdco to agree at the times required by and in
accordance with Section 9.9(a) hereof upon the individual to serve as a Control Person.



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.


 


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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 its
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.


 


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ARTICLE 14




GENERAL PROVISIONS




14.1 Entire Agreement. This Agreement amends and restates in its entirety the Second Amended
and Restated Partnership Agreement unless expressly provided otherwise in this Agreement, and
constitutes the entire agreement with respect to the subject matter hereof prospectively from the
Effective Time. For preclusion of doubt, this Agreement does not modify or amend any rights or
obligations of the Partnership or any Partners with respect to events or circumstances arising or
existing prior to the Effective Time, which matters will continue to be
governed by the Original Partnership Agreement through the Partnership’s close of business on
September 19, 2008 and thereafter by the Second Amended and Restated Partnership Agreement through
the Effective Time, and does not waive or release any claim of a Partner or a Partnership with
respect to any event or circumstance arising or existing prior to the Effective Time. Nothing in
this Agreement shall reinstate any provision of the Venture Agreement previously deleted,
terminated or modified.



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.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written, effective as of the close of the Partnership’s business on March 28, 2009.



	 	 	 	 	 
	 	GENERAL PARTNER:




PENSKE TRUCK LEASING CORPORATION

 	 
	 	By:  	/s/ Frank Cocuzza
 	 
	 	 	Title: 	 
	 	 	 	 



 


 









 






	 	 	 	 	 
	 	
LIMITED PARTNERS:



GENERAL ELECTRIC CREDIT
 CORPORATION
OF TENNESSEE
 	 
	 
	 	By:  	/s/ Mark Cohen
 	 
	 	 	Title:  Authorized Person 	 
	 	

PTLC HOLDINGS CO., LLC

 	 
	 	By:  	/s/ Frank Cocuzza
 	 
	 	 	Title:  Senior Vice President — Finance 	 
	 	

PTLC2 HOLDINGS CO., LLC

 	 
	 	By:  	/s/ Frank Cocuzza
 	 
	 	 	Title:  Senior Vice President — Finance 	 
	 	

PTLC3 HOLDINGS CO., LLC

 	 
	 	By:  	/s/ Frank Cocuzza
 	 
	 	 	Title:  Senior Vice President — Finance 	 
	 	

PENSKE AUTOMOTIVE GROUP, INC.

 	 
	 	By:  	/s/ Robert Kurnick, Jr.
 	 
	 	 	Title:  President 	 



 


 









 





	 	 	 	 	 
	 	

LOGISTICS HOLDING CORP.

 	 
	 	By:  	/s/ Dennis M. Murray
 	 
	 	 	Title:  Vice President 	 
	 	

RTLC ACQUISITION CORP.

 	 
	 	By:  	/s/ Mark Cohen
 	 
	 	 	Title:  Authorized Person 	 
	 	

NTFC CAPITAL CORPORATION

 	 
	 	By:  	/s/ Mark Cohen
 	 
	 	 	Title:  Authorized Person 	 




 


 









 







Schedule A




Effective at the Close of Business of the Partnership on March 28, 2009




	 	 	 	 	 
	Name and Address	 	Percentage Interest	 
	 
	 	 	 	 
	General Partner
	 	 	 	 
	 
	 	 	 	 
	Penske Truck Leasing Corporation

Route 10, Green Hills

Reading, Pennsylvania 19603-0563
	 	 	11.70	%
	 
	 	 	 	 
	Limited Partners
	 	 	 	 
	 
	 	 	 	 
	General Electric Credit Corporation of
Tennessee

44 Old Ridgebury Road 

Danbury, Connecticut 06810
	 	 	0.50	%
	 
	 	 	 	 
	PTLC Holdings Co., LLC

1105 N. Market Street, Suite 1300

Wilmington, DE 19801
	 	 	18.36	%
	 
	 	 	 	 
	PTLC2 Holdings Co., LLC

1105 N. Market Street, Suite 1300

Wilmington, DE 19801
	 	 	10.02	%
	 
	 	 	 	 
	PTLC3 Holdings Co., LLC

1105 N. Market Street, Suite 1300

Wilmington, DE 19801
	 	 	1.00	%
	 
	 	 	 	 
	Logistics Holding Corp.

1209 Orange Street

Wilmington, DE 19808
	 	 	12.09	%
	 
	 	 	 	 
	RTLC Acquisition Corp.

2711 Centerville Road

Suite 400

Wilmington, DE 19801
	 	 	35.36	%
	 
	 	 	 	 
	NTFC Capital Corporation

44 Old Ridgebury Road 

Danbury, Connecticut 06810
	 	 	1.95	%
	 
	 	 	 	 
	Penske Automotive Group, Inc.

2555 Telegraph Road 

	 	 	 	 
	Bloomfield Hills, Michigan 48302
	 	 	9.02	%








 


 









 







Schedule B




Current Members of Advisory Committee




	 	 	 	 	 
	GP Committee Members:
	 	 	 	Roger S. Penske

	 
	 	 	 	Brian Hard

	 
	 	 	 	Frank Cocuzza
	 
	 	 	 	 
	GE Committee Members:
	 	 	 	Mark W. Begor

	 
	 	 	 	Mark H.S. Cohen