EX-10.3






Exhibit 10.3



SIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF PENSKE TRUCK LEASING CO., L.P.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	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
	 	 	4	 	 	 	 	 
	 	1.7	 	 	Fiscal Year
	 	 	4	 	 	 	 	 
	 	1.8	 	 	Accounting Matters
	 	 	4	 	 	 	 	 
	ARTICLE 2	 	DEFINITIONS
	 	 	4	 	 	 	 	 
	 	2.1	 	 	Definitions
	 	 	4	 	 	 	 	 
	 	2.2	 	 	General Provisions
	 	 	22	 	 	 	 	 
	ARTICLE 3 CAPITAL CONTRIBUTIONS; ISSUANCE OF PARTNERSHIPINTERESTS; CAPITAL ACCOUNTS	 	 	 	 	 	 	22	 
	 	3.1	 	 	Additional Capital Contributions; Issuance of Additional Partnership Interests22
	 	 	 	 
	 	3.2	 	 	Capital Contributions and Accounts
	 	 	27	 	 	 	 	 
	 	3.3	 	 	Negative Capital Accounts
	 	 	27	 	 	 	 	 
	 	3.4	 	 	Compliance with Treasury Regulations
	 	 	27	 	 	 	 	 
	 	3.5	 	 	Succession to Capital Accounts
	 	 	28	 	 	 	 	 
	 	3.6	 	 	No Withdrawal of Capital Contributions
	 	 	28	 	 	 	 	 
	 	3.7	 	 	No Partnership Certificates
	 	 	28	 	 	 	 	 
	 	3.8	 	 	Percentage Interests
	 	 	28	 	 	 	 	 
	ARTICLE 4	 	COSTS AND EXPENSES
	 	 	28	 	 	 	 	 
	 	4.1	 	 	Operating Costs
	 	 	28	 	 	 	 	 
	ARTICLE 5 DISTRIBUTIONS; PARTNERSHIPALLOCATIONS; TAX MATTERS	 	 	28	 	 	 	 	 
	 	5.1	 	 	Distributions Prior to Dissolution
	 	 	28	 	 	 	 	 
	 	5.2	 	 	Partnership Allocations
	 	 	30	 	 	 	 	 
	 	5.3	 	 	Special Allocations
	 	 	32	 	 	 	 	 
	 	5.4	 	 	Curative Allocations
	 	 	34	 	 	 	 	 
	 	5.5	 	 	Other Allocation Rules
	 	 	34	 	 	 	 	 
	 	5.6	 	 	Tax Allocations; Code Section 704(c)
	 	 	35	 	 	 	 	 
	 	5.7	 	 	Accounting Method
	 	 	36	 	 	 	 	 
	ARTICLE 6	 	MANAGEMENT
	 	 	36	 	 	 	 	 
	 	6.1	 	 	Rights and Duties of the Partners
	 	 	36	 	 	 	 	 
	 	6.2	 	 	Fiduciary Duty of General Partner
	 	 	36	 	 	 	 	 
	 	6.3	 	 	Powers of General Partner
	 	 	37	 	 	 	 	 
	 	6.4	 	 	Advisory Committee
	 	 	38	 	 	 	 	 
	 	6.5	 	 	Restrictions on the Authority of the General Partner
	 	 	44	 	 	 	 	 
	 	6.6	 	 	Other Activities
	 	 	49	 	 	 	 	 
	 	6.7	 	 	Transactions with Affiliates
	 	 	54	 	 	 	 	 
	 	6.8	 	 	Mitsui Participation Rights
	 	 	55	 	 	 	 	 
	 	6.9	 	 	Exculpation
	 	 	55	 	 	 	 	 
	ARTICLE 7	 	COMPENSATION
	 	 	56	 	 	 	 	 
	ARTICLE 8	 	ACCOUNTS
	 	 	56	 	 	 	 	 
	 	8.1	 	 	Books and Records
	 	 	56	 	 	 	 	 
	 	8.2	 	 	Reports, Returns and Audits
	 	 	56	 	 	 	 	 
	 	8.3	 	 	Review Rights
	 	 	58	 	 	 	 	 
	ARTICLE 9	 	TRANSFERS AND SALES
	 	 	58	 	 	 	 	 
	 	9.1	 	 	Transfer of Interests of General Partner and PTLC Consolidated Group
	 	 	58	 	 	 	 	 
	 	9.2	 	 	Transfer or Sale of Limited Partner Interests
	 	 	59	 	 	 	 	 
	 	9.3	 	 	Right of First Offer
	 	 	61	 	 	 	 	 
	 	9.4	 	 	Certain Changes of Control
	 	 	64	 	 	 	 	 
	 	9.5	 	 	Certain General Provisions
	 	 	65	 	 	 	 	 
	 	9.6	 	 	Allocation of Profits, Losses and Distributions Subsequent to Sale
	 	 	66	 	 	 	 	 







	 	9.7	 	Death, Incompetence, Bankruptcy, Liquidation or Withdrawal of a Limited
Partner 67	 





	 	 	 	 	 	 	 	 	 
	 	9.8	 	 	Satisfactory Written Assignment Required
	 	 	67	 
	 	9.9	 	 	Transferee’s Rights
	 	 	67	 
	 	9.10	 	 	Transferees Admitted as Partners
	 	 	67	 
	 	9.11	 	 	Change of Control Rights
	 	 	68	 
	ARTICLE 10	 	EXIT/ IPO RIGHT
	 	 	68	 
	 	10.1	 	 	IPO Notice
	 	 	68	 
	 	10.2	 	 	Partnership Restructuring in connection with IPO
	 	 	70	 
	 	10.3	 	 	IPO Alternative
	 	 	70	 
	 	10.4	 	 	Other IPO Rights
	 	 	71	 
	ARTICLE 11	 	DISSOLUTION
	 	 	72	 
	 	11.1	 	 	Events of Dissolution
	 	 	72	 
	 	11.2	 	 	Final Accounting
	 	 	72	 
	 	11.3	 	 	Liquidation
	 	 	72	 
	 	11.4	 	 	Cancellation of Certificate
	 	 	73	 
	ARTICLE 12	 	INVESTMENT REPRESENTATIONS
	 	 	73	 
	 	12.1	 	 	Investment Purpose
	 	 	73	 
	 	12.2	 	 	Investment Restriction
	 	 	73	 
	ARTICLE 13	 	NOTICES
	 	 	73	 
	 	13.1	 	 	Method of Notice
	 	 	73	 
	 	13.2	 	 	Computation of Time
	 	 	76	 
	ARTICLE 14	 	GENERAL PROVISIONS
	 	 	76	 
	 	14.1	 	 	Entire Agreement
	 	 	76	 
	 	14.2	 	 	Amendment; Waiver
	 	 	76	 
	 	14.3	 	 	Governing Law
	 	 	77	 
	 	14.4	 	 	Binding Effect
	 	 	77	 
	 	14.5	 	 	Separability
	 	 	77	 
	 	14.6	 	 	Headings
	 	 	77	 
	 	14.7	 	 	No Third-Party Rights
	 	 	77	 
	 	14.8	 	 	Waiver of Partition
	 	 	77	 
	 	14.9	 	 	Nature of Interests
	 	 	77	 
	 	14.10	 	 	Counterpart Execution
	 	 	77	 







	 	 	 	SCHEDULES	 





SCHEDULE A – Partners and Percentage Interests



SCHEDULE B – Current Members of Advisory CommitteeSIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

PENSKE TRUCK LEASING CO., L.P.




THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 27th day
of July, 2016, and effective as of the Effective Time, by and among Penske Truck Leasing
Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania
19607 (as further defined below, “PTLC”), PTL GP, LLC, a Delaware limited liability company
(formerly known as LJ VP, LLC) with its offices at 2675 Morgantown Road, Reading, Pennsylvania
19607 (as further defined below, “PTL GP”), Penske Automotive Group, Inc., a Delaware corporation
with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined
below, “PAG”), GE Capital Truck Leasing Holding LLC, a Delaware limited liability company (formerly
known as GE Capital Truck Leasing Holding Corp.) with its offices at 2711 Centerville Road, Suite
400, Wilmington, Delaware 19808 (as further defined below, “GE Truck Leasing Holdco”), General
Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 2 Bethesda
Metro Center, Suite 600, Bethesda, MD 20814 (as further defined below, “GE Tennessee”), and MBK USA
Commercial Vehicles Inc., a Delaware corporation, with its offices at Nippon Life Marunouchi Garden
Tower, 1-3 Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan (as further defined below, “MBK USA CV”).



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 (the “Partnership”);



WHEREAS, the agreement of limited partnership of the Partnership was amended and restated in
its entirety by the Amended and Restated Agreement of Limited Partnership dated August 10, 1988,
and thereafter and heretofore was amended or amended and restated from time to time, most recently
by an amendment and restatement in its entirety known as the Fifth Amended and Restated Agreement
of Limited Partnership of the Partnership, dated March 18, 2015, as amended by an Amendment No. 1
dated as of November 24, 2015 and the LPA Acknowledgment Agreement, dated as of March 31, 2016 (the
“Fifth Amended and Restated Partnership Agreement”), by and among the parties hereto and their
predecessors; and



WHEREAS, the parties hereto desire to recognize (i) the reorganization of Mitsui’s ownership
of limited Partnership Interests as of March 31, 2016 and (ii) the sale to PAG of a portion of the
limited Partnership Interests held by GE Truck Leasing Holdco and GE Logistics Holdco, and to amend
and restate the Fifth Amended and Restated Partnership Agreement in its entirety 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 Fifth Amended and Restated
Partnership Agreement is hereby amended and restated in its entirety by this Sixth 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 have heretofore been admitted to the Partnership as general partner or
limited partners of the Partnership, as applicable, and the Partnership shall engage in the
business hereinafter described for the period and upon the terms and conditions hereinafter set
forth.



(b) As of the Effective Time, PAG has acquired an additional fourteen and four-tenths percent
(14.4%) limited Partnership Interest previously held by GE Truck Leasing Holdco and GE Logistics
Holdco and consequently GE Logistics Holdco no longer has any Partnership Interests and is no
longer a Partner.



(c) Notwithstanding any provision of this Agreement to the contrary, PTL GP shall be the
general partner in the Partnership. If any Conversion Event occurs, then at such time (A) PTL GP’s
Partnership Interest (or in the case of a Sale of a portion of such Partnership Interest, the
portion thereof being Sold) will automatically convert from a Partnership Interest as a general
partner in the Partnership to a Partnership Interest as a limited partner in the Partnership (at
the same Percentage Interest) and, subject to the further conditions relating to Transfers under
this Agreement, the transferee in such Sale or, if there is no such transferee, PTL GP, shall be
admitted as a Limited Partner and (B) if such conversion would otherwise result in there being no
General Partner, then, effective immediately prior to such conversion, the Partnership Interest
held by the then Managing Member of Holdings will automatically convert from a Partnership Interest
as a limited partner in the Partnership to a Partnership Interest as a general partner in the
Partnership and the then Managing Member of Holdings shall be automatically admitted to the
Partnership as a General Partner and shall continue the Partnership without dissolution.



1.2 Certificate of Limited Partnership. PTLC has previously 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 (c) 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 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 shall
execute such further documents (including any additional amendments to the Certificate to reflect
the occurrence of the transactions contemplated by Section 1.1) 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 jurisdictions where the Partnership may
elect to do business.



1.3 Name. The name of the Partnership is Penske Truck Leasing Co., L.P. Subject to
the provisions of Subsection 6.5(e)(i), 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”, “GE”, “Mitsui” or derivatives thereof) and, in any such
event, the General Partner shall notify the Limited Partners of such name change within thirty (30)
days thereafter.



1.4 Character of Business. The business of the Partnership shall be (i) the rental
leasing and servicing (including the provision of fuel) of tractors, trailers and trucks to
third-party users, and the sale of such tractors, trailers and trucks used in the business of the
Partnership, (ii) acting as a dedicated contract motor carrier, (iii) the provision of other
third-party logistics services such as distribution center management, transportation management,
managing and optimizing enterprises’ logistics networks, and providing supply chain consulting
services, (iv) conducting Business Activities Ancillary to the businesses set forth in clauses (i),
(ii) and (iii), and (v) such other activities and business as may be lawfully conducted by a
limited partnership formed under the Laws of the State of Delaware. “Business Activities Ancillary”
to a specified business shall mean business activities that are not conducted as a separate
profitable business offering and comprise not more than five percent (5%) of the value measured by
the net profit of the business activities of the specified business. 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.



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 environmental Laws, antitrust Laws, anti-corruption Laws, anti-bribery
Laws, Laws relating to contracts with Governmental Authorities, insider trading and ethical
business practices. The Partnership shall conduct its business in accordance with such policies, as
the same may be amended from time to time in accordance with Subsection 6.5(c)(ii). The Partnership
shall (i) notify the members of the Advisory Committee promptly upon becoming aware of any
violation by any member of the Partnership Group of any anti-corruption, anti-bribery or similar
Laws, including the FCPA, (ii) promptly provide the members of the Advisory Committee with
information regarding any such violation upon request therefor, and (iii) permit any member of the
Advisory Committee not the target of the violation to examine the relevant books and records of the
Partnership Group and interview relevant personnel of the Partnership Group, in each case regarding
any such violation; provided, that with respect to the procedures in clause (ii) and (iii)
of this Section 1.5, such procedures shall be implemented in such a manner to safeguard, to the
greatest extent reasonably practical, the “attorney-client” and “attorney work product” privileges
applicable to the Partnership and/or its Partners (including by entering into a joint defense,
common interest or similar agreement).



1.6 Principal Offices. The location of the principal offices of the Partnership shall
be at 2675 Morgantown Road, Reading, Pennsylvania 19607, 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 in writing within
thirty (30) 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 applied on a consistent basis with prior periods, 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. In the event that any “Accounting Change” (as
defined below) shall occur and such change results in a change in the method of calculation of
permitted distributions, standards or other terms in this Agreement, then the General Partner
agrees to enter into negotiations with the other Partners in order to amend such provisions of this
Agreement so as to reflect equitably such Accounting Changes with the desired result that the
criteria for permitting distributions and other matters shall have the same economic effect after
such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Partners, all such permitted distributions
and other matters in this Agreement shall continue to be calculated or construed as if such
Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting
principles required by the promulgation of any final rule, regulation, pronouncement or opinion by
the Financial Accounting Standards Board of the American Institute of Certified Public Accountants
or any successor organization or, if applicable, the SEC.



ARTICLE 2




DEFINITIONS




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



“ABS Facility” shall mean the asset-backed securitization facility of the Partnership, which
as of the Effective Time is the $1.1 billion revolving asset-backed securitization facility entered
into on October 5, 2012, as amended on June 24, 2013, October 4, 2013, October 3, 2014 and October
2, 2015 and as the same may be further amended, restated, supplemented, refinanced, replaced or
otherwise modified from time to time, including any replacement or successor asset-backed
securitization facility pari passu in right of payment.



“Accepting Partners” shall have the meaning ascribed to such term in Subsection 9.3(e).



“Acquisitions” shall have the meaning ascribed to such term in Subsection 6.5(d)(v).



“Act” shall have the meaning ascribed to such term in the first “Whereas” clause hereof as
amended and in effect from time to time, or the corresponding provisions of any successor statute.



“Adjusted Capital Account Deficit” shall mean, 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 or other period 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.



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



“Affiliate” shall mean, with respect to any specified Person, any other Person that, at the
time of determination, (i) directly or indirectly through one or more intermediaries Controls, is
Controlled by or is under common Control with, such specified Person, (ii) beneficially owns or
Controls ten percent (10%) or more of any class or series of outstanding voting securities of such
specified Person, (iii) is a managing member, manager or general partner of such specified Person,
or (iv) is an officer, director, managing member, manager or general partner of any of the
foregoing.



“Affiliate Acquisition” means any transaction or series of related transactions pursuant to
which (directly or indirectly) the Partnership Group acquires any equity interests, securities,
assets, properties or rights from any Partner or any Affiliate of any Partner (including in a
purchase, merger or consolidation) or in respect of which any Partner or any Affiliate of any
Partner is entitled to receive consideration.



“After-Acquired Business” shall have the meaning ascribed to such term in Subsection 6.6(i).



“After-Acquired Company” shall have the meaning ascribed to such term in Subsection 6.6(i).



This “Agreement” shall mean this Sixth Amended and Restated Agreement of Limited Partnership,
including the Schedules hereto, as the same may be amended, restated, supplemented or otherwise
modified from time to time.



“Alternative Structure” or “Alternative Structures” shall have the meaning ascribed to such
term in Subsection 10.1(b).



“Approved IPO Structure” shall have the meaning ascribed to such term in Subsection 10.1(f).



“Auditor” shall mean Deloitte LLP or any successor firm of independent auditors selected
pursuant to Subsection 6.4(g).



“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 (60) 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 (60)-day period.



“Beneficial Owner” or “Beneficially Own” shall have the meaning given in Rule 13d-3 under the
Exchange Act and a Person’s beneficial ownership of securities of any Person will be calculated in
accordance with the provisions of that Rule.



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



“Business Activities Ancillary” shall have the meaning ascribed to such term in Subsection
1.4.



“Business Day” shall mean any day other than a Saturday or Sunday or other day that commercial
banks are required or permitted to be closed in New York City or Tokyo, Japan.



“Capital Account” shall mean, with respect to any Partner, the Capital Account maintained for
such Partner in accordance with the following provisions:



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



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



(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.




“Capital Call Conditions” shall mean, collectively, the following conditions:



(i) the General Partner shall have determined that the Partnership requires additional equity
capital to maintain any minimum investment grade corporate, unsecured, long-term debt rating for
the Partnership on a stand-alone basis (i.e., to avoid any non-investment grade rating); and



(ii) the General Partner shall have determined to make a capital call that satisfies each of
the following conditions, with the approval of the Advisory Committee (acting reasonably and in
good faith) pursuant to Subsection 6.5(f)(v):



(A) the net proceeds of such capital call do not exceed the amount reasonably required to
maintain such minimum investment grade corporate, unsecured, long-term debt rating (i.e., to avoid
any non-investment grade rating) for the Partnership on a stand-alone basis;



(B) such capital call is made, solely for cash in U.S. dollars and at a price based upon the
fair market value of one hundred percent (100%) of the Partnership Interests adjusted for limited
(non-controlling) Partnership Interests (as determined by the Advisory Committee following its
receipt of valuation guidance from an independent third party financial advisor of nationally
recognized standing to the Partnership, and taking into account such factors as, among other
things, the consolidated financial statements of the Partnership and its Subsidiaries, current
forecasts of the Partnership and its Subsidiaries prepared in a manner consistent with past
practice, the results of operations of the Partnership and its Subsidiaries, the current financial
condition of the Partnership and its Subsidiaries, the profitability of the Partnership and its
Subsidiaries and the then-current market conditions);



(C) such capital call is, except as otherwise expressly provided in Section 3.1, made pro rata
among all of the Partners (in accordance with their respective Percentage Interests); and



(D) no amendment, supplement or modification of any kind shall be made to this Agreement in
connection with such capital call or the consummation thereof (other than to adjust Capital
Accounts of the Partners, to adjust the Percentage Interests of the Partners in accordance with
Subsection 3.1(m) (as applicable) and (if applicable) to admit any new purchaser of limited
Partnership Interests with respect to such capital call in accordance with Subsection 3.1(j)(ii)
(if applicable) as a Limited Partner).



“Capital Contribution” shall mean, with respect to any Partner, the amount of money and the
initial Gross Asset Value of any property (other than money) contributed to the Partnership by such
Partner (or its predecessors in interest) with respect to the Partnership Interest held by such
Partner.



“Capital Markets Activity” shall have the meaning ascribed to such term in Subsection
6.6(k)(1).



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



“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 of all or substantially all of the
Partnership Group’s assets (whether by sale of assets, capital stock or otherwise) in one or a
series of related transactions.



“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.



“Control” (including the correlative terms “Controlling,” “Controlled by” and “under common
Control with”) shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.



“Conversion Event” shall mean the occurrence of any of the following: (i) the Sale in
accordance with this Agreement or the Holdings LLC Agreement of all or any portion of PTL GP’s
Partnership Interest; (ii) the dissolution of Holdings pursuant to Section 12.1 of the Holdings LLC
Agreement; (iii) the dissolution of PTL GP pursuant to Section 15 of the PTL GP LLC Agreement or
the Bankruptcy of PTL GP; and (iv) while PTL GP then holds a Partnership Interest (as a general
partner), the Managing Member of Holdings ceases to be PTLC or a Controlled Affiliate of PTLC other
than as a result of a Bankruptcy of PTLC (or any permitted successor to its Member Interest as the
Managing Member of Holdings).



“Corresponding Provision” shall mean the provision in a Prior Agreement, if any, that
corresponds to a given provision in this Agreement.



“Credit Agreement” shall mean the senior credit facility of the Partnership, which as of the
Effective Time is the Credit Agreement, dated as of March 9, 2015, by and among the Partnership,
PTL Finance Corporation, the Subsidiary borrowers and the several lenders from time to time parties
thereto, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise
modified from time to time, including any replacement or successor credit agreements pari passu in
right of payment.



“Default Recovery/Remarketing Activities” shall have the meaning ascribed to such term in
Subsection 6.6(k)(2).



“De Minimis Business” shall have the meaning ascribed to such term in Subsection 6.6(k)(3).



“Depreciation” shall mean, for each taxable year or portion of a taxable year for which the
Partnership is required to allocate Profits, Losses, or other items pursuant to Article 5 or the
Corresponding Provision of any Prior Agreement, an amount equal to the depreciation, amortization
or other cost recovery deduction allowable for federal income tax purposes 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 taxable year or portion of a taxable year shall be the amount of
the book basis recovered for such taxable year or portion of a taxable year under the rules
prescribed in Treasury Regulation Section 1.704-3(d)(2) (notwithstanding anything to the contrary
in Subsection 5.6(c) or the Corresponding Provision of any Prior Agreement) 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 taxable year or portion of a taxable year is zero, Depreciation shall be
determined with reference to such beginning Gross Asset Value using any reasonable method agreed
upon by the Partners.



“Discretionary Distributions” shall have the meaning ascribed to such term in Subsection
5.1(c).



“Effective Time” shall mean the close of the Partnership’s business on the date of this
Agreement.



“Electing Partner” shall have the meaning ascribed to such term in Subsection 3.1(d).



“Evaluation Material” shall have the meaning ascribed to such term in Subsection 6.4(i).



“Event of Withdrawal” shall have the meaning ascribed to such term in Subsection 11.1(b).



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from
time to time, or the corresponding provisions of any successor statute, and the rules and
regulations promulgated thereunder.



“Exercising Partner” shall mean (i) either the GE Representative Partner or Penske Truck
Leasing Corporation, whichever delivers an IPO Notice pursuant to Subsection 10.1(a), or (ii) as
provided in Subsection 10.4(a)(i).



“Existing Business Activities” shall have the meaning ascribed to such term in Subsection
6.6(k)(4).



“FCPA” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended and in
effect from time to time, or the corresponding provisions of any successor statute, and the rules
and regulations promulgated thereunder.



“Financial Services Business” shall have the meaning ascribed to such term in Subsection
6.6(k)(5).



“Financing” shall have the meaning ascribed to such term in Subsection 6.6(k)(6).



“First Opportunity” shall have the meaning ascribed to such term in Subsection 6.6(i).



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



“GE Capital” shall mean GE Capital Global Holdings, LLC, a Delaware limited liability company.



“GE Capital Consolidated Group” shall mean the consolidated group, determined in accordance
with Generally Accepted Accounting Principles, of which GE Capital is the common parent.



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



“GE Logistics Holdco” shall mean Logistics Holding LLC, a Delaware limited liability company
(formerly known as Logistics Holding Corp.).



“GE Partners” shall mean GE Truck Leasing Holdco and GE Tennessee and any Permitted Intragroup
Transferees thereof.



“GE Priority Amount” shall mean the result of (x) 49.9% of $700,000,000 minus (y) the Mitsui
Priority Amount.



“GE Representative Partner” shall mean (i) GE Truck Leasing Holdco or such other Partner as
designated by the then existing GE Partners, or (ii) any permitted successor or permitted assignee
to which a GE Partner has Sold its right to designate or replace the GE Representative Partner
pursuant to Subsection 9.5(d) (and any permitted successor or permitted assignee thereof) or such
other Partner as designated thereby.



“GE Tennessee” shall have the meaning ascribed to such term in the first Paragraph of this
Agreement and shall include any of its Permitted Intragroup Transferees.



“GE Truck Leasing Holdco” shall have the meaning ascribed to such term in the first Paragraph
of this Agreement and shall include any of its Permitted Intragroup Transferees.



“General Partner” shall mean PTL GP until such time as PTL GP is replaced or substituted in
accordance with the terms of Section 1.1(c) or Section 11.1(b) of this Agreement, in either case in
its capacity as the general partner in the Partnership and with respect to its Partnership Interest
as a general partner in the Partnership.



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



“Governmental Authority” shall mean any (i) U.S., foreign, federal, state, local or other
government, (ii) governmental commission, board, body, bureau, agency, department or other
judicial, regulatory or administrative authority of any nature, including courts, tribunals and
other judicial bodies, (iii) any self-regulatory body or authority, and (iv) any instrumentality or
entity designed to act for or on behalf of the foregoing in exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.



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



(i) 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 General Partner and the
Contributing Partner at the time of such contribution, provided that, if the contributing Partner
is the General Partner or an Affiliate of the General Partner, the gross fair market value of such
asset must be agreed to by the General Partner and each Significant Limited Partner;



(ii) 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 each
Significant Limited Partner, as of the following times: (a) the acquisition of an additional
interest in the Partnership 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 property as consideration for a Partnership Interest; (c) the
liquidation of the Partnership within the meaning of Treasury Regulation Section
1.704-1(b)(2)(ii)(g); and (d) in connection with the grant of an interest in the Partnership (other
than a de minimis interest) as consideration for the provision of services to or for the
benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner
acting in a partner capacity in anticipation of being a Partner; provided, however, that
adjustments pursuant to clauses (a), (b) and (d) above shall be made only if the General Partner
reasonably determines that such adjustments are necessary or appropriate to reflect the relative
economic interests of the Partners in the Partnership;



(iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be
adjusted to equal the gross fair market value of such asset on the date of distribution as
determined by the distributee and the General Partner, provided that, if the distributee is the
General Partner or an Affiliate of the General Partner, the determination of the fair market value
of the distributed asset must be agreed to by the General Partner and each Significant Limited
Partner; and



(iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect
any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Section
743(b) but only to the extent that such adjustments are taken into account in determining Capital
Accounts pursuant to (a) Regulations Section 1.704-1(b)(2)(iv)(m) and (b) subparagraph (vi) of the
definition of “Profits” and “Losses” in this Section 2.1 or Subsection 5.3(g), provided, however,
that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the
General Partner determines that an adjustment pursuant to subparagraph (ii) is necessary or
appropriate in connection with a transaction that would otherwise result in an adjustment pursuant
to this subparagraph (iv).



If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections
(i), (ii), or (iv) hereof or the Corresponding Provision of any Prior Agreement, 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.



“Holdings” shall mean LJ VP Holdings LLC, a Delaware limited liability company and the sole
member of PTL GP.



“Holdings LLC Agreement” shall mean that certain Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of March 17, 2015, as amended by an Amendment No. 1 dated
as of November 24, 2015, as the same may be further amended, restated, supplemented or otherwise
modified from time to time.



“Initial Capital Call Deficiency” shall have the meaning ascribed to such term in Subsection
3.1(c).



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



“Insurance” shall have the meaning ascribed to such term in Subsection 6.6(k)(7).



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



“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.



“IPO” shall mean the initial public offering limited to common equity securities involving the
Partnership Registrant in accordance with applicable securities Laws.



“IPO Consummation Obligation” shall have the meaning ascribed to such term in Subsection
10.1(c).



“IPO Demand Notice” shall have the meaning ascribed to such term in Subsection 10.1(b).



“IPO Notice” shall have the meaning ascribed to such term in Subsection 10.1(a).



“IPO Rebuttal” shall have the meaning ascribed to such term in Subsection 10.1(b).



“Issuing Entity” shall mean any entity formed to be the issuer in the IPO.



“Law” shall mean any applicable foreign or domestic, federal, state or local statute,
ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order,
judgment, decree, injunction or requirement of any Governmental Authority or any arbitration
tribunal.



“Leasing” shall have the meaning ascribed to such term in Subsection 6.6(k)(8).



“Level One Approval” shall mean the approval (which may be by resolution adopted at a duly
convened meeting) of at least five (5) members of the Advisory Committee (including the GE
Committee Member designated by the GE Representative Partner, the Mitsui Committee Member
designated by MBK USA CV and the PAG Committee Member designated by PAG) given at a duly called
meeting of the Advisory Committee at which a Level One Quorum was present, or by written resolution
in accordance with Subsection 6.4(c).



“Level One Quorum” shall mean the presence (in person or by telephonic communication or other
means in accordance with Subsection 6.4(c)) of at least five (5) members of the Advisory Committee
(including the GE Committee Member designated by the GE Representative Partner, the Mitsui
Committee Member designated by MBK USA CV and the PAG Committee Member designated by PAG).



“Level Two Approval” shall mean the approval (which may be by resolution adopted at a duly
convened meeting) of at least three (3) PTLC Committee Members and the GE Committee Member
designated by the GE Representative Partner given at a duly called meeting of the Advisory
Committee at which a Level Two Quorum was present, or by written resolution in accordance with
Subsection 6.4(c).



“Level Two Quorum” shall mean the presence (in person or by telephonic communication or other
means in accordance with Subsection 6.4(c)) of at least four (4) members of the Advisory Committee
(including the GE Committee Member designated by the GE Representative Partner).



“Level Three Approval” shall mean the approval (which may be by resolution adopted at a duly
convened meeting) of at least three (3) PTLC Committee Members and at least fifty percent (50%) of
the number of members of the Advisory Committee designated by Significant Limited Partners given at
a duly called meeting of the Advisory Committee at which a Level Three Quorum was present, or by
written resolution in accordance with Subsection 6.4(c).



“Level Three Quorum” shall mean the presence (in person or by telephonic communication or
other means in accordance with Subsection 6.4(c)) of at least three (3) PTLC Committee Members and
at least fifty percent (50%) of the number of members of the Advisory Committee designated by
Significant Limited Partners.



“Level Three Triggering Condition” shall have the meaning ascribed to such term in Subsection
6.5(d).



“Level Four Approval” shall mean the approval (which may be by resolution adopted at a duly
convened meeting) of at least four (4) members of the Advisory Committee given at a duly called
meeting of the Advisory Committee at which a Level Four Quorum was present, or by written
resolution in accordance with Subsection 6.4(c).



“Level Four Quorum” shall mean the presence (in person or by telephonic communication or other
means in accordance with Subsection 6.4(c)) of at least four (4) members of the Advisory Committee.



“Level Four Triggering Condition” shall have the meaning ascribed to such term in Subsection
6.5(d).



“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security interest or any
preference, priority or other security’ agreement or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement and any capital lease
having substantially the same economic effect as any of the foregoing); provided, however, that
“Liens” shall not include contracts entered into by the Partnership to lease, rent or otherwise
permit the utilization of the Partnership’s assets in the ordinary course of business, unless such
contracts are entered into in connection with the incurrence of indebtedness by the Partnership or
its Subsidiaries.



“Limited Partner” shall mean (i) as of the Effective Time, GE Tennessee, PTLC, PAG, GE Truck
Leasing Holdco and MBK USA CV and (ii) after the Effective Time, the Persons set forth in the
foregoing clause (i) and such other Persons as may be admitted from time to time as limited
partners in the Partnership in accordance with this Agreement, each in its capacity as a Limited
Partner; provided, however, that the term “Limited Partner” at any given time shall not include (A)
such Persons that cease to be limited partners as provided in Article 9, or (B) the Managing Member
of Holdings if it becomes the general partner in the Partnership pursuant to Subsection 1.1(c), but
only with respect to its Partnership Interest as the general partner in the Partnership.



“Managing Member” shall have the meaning ascribed to such term in the Holdings LLC Agreement.



“MBK USA CV” shall have the meaning ascribed to such term in the first Paragraph of this
Agreement and shall include any of its Permitted Intragroup Transferees.



“Member” shall have the meaning ascribed to such term in the Holdings LLC Agreement.



“Member Interest” shall have the meaning ascribed to such term in the Holdings LLC Agreement.



“Mitsui” shall mean Mitsui & Co., Ltd., a Japanese company.



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



“Mitsui Consolidated Group” shall mean the consolidated group, determined in accordance with
Generally Accepted Accounting Principles, of which Mitsui is the common parent.



“Mitsui Co-Obligation Fee, Payment and Security Agreement” shall mean the Mitsui Co-Obligation
Fee, Payment and Security Agreement dated as of March 18, 2015, as amended by an Amendment No. 1
dated as of November 24, 2015 and an Amendment No. 2 dated as of March 31, 2016, as the same may be
further amended, restated, supplemented or otherwise modified from time to time.



“Mitsui Pledge” shall have the meaning ascribed to such term in Subsection 9.2(f).



“Mitsui Pledged Interest” shall have the meaning ascribed to such term in Subsection 9.2(f).



“Mitsui Priority Amount” shall mean the Purchase Indemnity Amount under (and as defined in)
that certain Purchase and Sale Agreement, dated as of March 18, 2015, by and among GE Logistics
Holdco, GE Capital Memco, LLC, a Delaware limited liability company, General Electric Capital
Corporation, MBK Commercial Vehicles Inc., a Delaware corporation, and MBK USA CV.



“Mitsui Trainee” shall have the meaning ascribed to such term in Subsection 6.8(b).



“Net Income” shall mean, for any period, the consolidated net income of the Partnership and
its Subsidiaries, determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles; provided, however, (i) any positive or negative currency
translation adjustments will be excluded from the determination of Net Income to the extent such
adjustments do not require an adjustment to the Partnership’s equity and (ii) goodwill impairment
charges will be excluded from the determination of Net Income.



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



“Non-Exercising Partner” shall mean (i) either the GE Representative Partner or Penske Truck
Leasing Corporation, whichever does not deliver an IPO Notice pursuant to Subsection 10.1(a) or
(ii) as provided in Subsection 10.4(a)(i).



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



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



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



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



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



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



“Offered Partner” shall have the meaning ascribed to such term in Subsection 3.1(n).



“Offeree Partners” shall have the meaning ascribed to such term in Subsection 9.3(c).



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



“Other Financial Services Activities” shall have the meaning ascribed to such term in
Subsection 6.6(k)(9).



“PAG” shall have the meaning ascribed to such term in the first Paragraph of this Agreement
and shall include any of its Permitted Intragroup Transferees except for members of the PTLC
Consolidated Group.



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



“PAG Consolidated Group” shall mean a consolidated group, determined in accordance with
Generally Accepted Accounting Principles, of which PAG is the common parent.



“PAG Pledge” shall have the meaning ascribed to such term in Subsection 9.2(e).



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



“PAG Security Agreement” shall mean the Amended and Restated PAG Co-Obligation Fee, Indemnity
and Security Agreement, dated as of March 17, 2015, as modified by the letter agreement among
General Electric Capital Corporation, GE Tennessee and PAG, dated November 24, 2015, and as the
same may be further amended, restated, supplemented or otherwise modified from time to time.



“Parent Company” shall mean, in the case of a GE Partner, GE Capital, and in the case of a
Penske Partner, Penske Corporation.



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



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



“Partner Nonrecourse Debt Minimum Gain” shall mean 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.”



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



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



“Partnership Certificate” shall have the meaning ascribed to such term in Section 3.7.



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



“Partnership Interest” shall refer, with respect to a given Partner as of a given date, to
such Partner’s interest as a general partner of the Partnership (if any) and such Partner’s
interest as a limited partner of the Partnership (if any), in each case as of such date, including
any and all benefits to which the holder of such an interest may be entitled as provided in this
Agreement, together with all obligations of such Partner to comply with the terms and provisions of
this Agreement.



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



“Partnership Registrant” shall mean the Partnership or the Issuing Entity that is the issuer
in the IPO, as the case may be.



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



“Penske Corporation” shall mean Penske Corporation, a Delaware corporation.



“Penske Partners” shall mean (i) PTLC, (ii) PTL GP until the date, if any, that PTL GP ceases
to be a Controlled Affiliate of Penske Corporation and (iii) subject to the last sentence of
Subsection 6.6(b), PAG until the date, if any, that PAG ceases to be a Controlled Affiliate of
Penske Corporation, and, in each case, any Permitted Intragroup Transferees thereof.



The “Percentage Interest” of a Partner shall be the percentage ownership set forth next to its
respective name on Schedule A hereto, as such Schedule A shall be amended, restated, supplemented
or otherwise modified from time to time to reflect Sales of then outstanding Partnership Interests,
issuance and sales of new Partnership Interests, and additional capital contributions of the
Partners, in each case, in accordance with the terms of this Agreement.



“Permitted Intragroup Transferees” of a Partner shall mean transferees and assignees of such
Partner to which a Partnership Interest has been Sold as permitted or required under Subsections
9.2(b) or (c), excluding those that have ceased to be a member of the GE Capital Consolidated
Group, the PTLC Consolidated Group, the PAG Consolidated Group or the Mitsui Consolidated Group, as
the case may be.



“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.



“Potential Buyer” shall have the meaning ascribed to such term in Subsection 6.4(i).



“Preliminary Distribution” shall have the meaning ascribed to such term in Subsection 5.1(a).



“Prior Agreement” shall mean each of the Amended and Restated Agreement of Limited Partnership
of Penske Truck Leasing Co., L.P., dated August 10, 1988, the Second Amended and Restated Agreement
of Limited Partnership of Penske Truck Leasing Co., L.P., dated September 19, 2008, the Third
Amended and Restated Agreement of Limited Partnership of Penske Truck Leasing Co., L.P., dated
March 26, 2009, the Fourth Amended and Restated Agreement of Limited Partnership of Penske Truck
Leasing Co., L.P., dated April 30, 2012, and the Fifth Amended and Restated Partnership Agreement,
in each case, as amended and in effect from time to time.



“Profits” and “Losses” shall mean, for each taxable year or portion of a taxable year, an
amount equal to the Partnership’s taxable income or loss for such taxable year or portion of a
taxable year, determined in accordance with Code Section 703(a) (for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1)
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 definition shall be added to
such taxable income or loss;



(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) 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 definition 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
subparagraphs (ii) or (iii) of the definition of “Gross Asset Value” in this Section 2.1 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 taxable year or portion of a taxable year;



(vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant
to Code Sections 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(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 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.



(vii) 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).



“PTL GP” shall mean PTL GP, LLC, a Delaware limited liability company and shall include any
permitted successors or permitted assigns as contemplated by the Holdings LLC Agreement.



“PTLC” shall have the meaning ascribed to such term in the first Paragraph of this Agreement
and shall include any of its Permitted Intragroup Transferees except members of the PAG
Consolidated Group.



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



“PTLC Consolidated Group” shall mean the consolidated group, determined in accordance with
Generally Accepted Accounting Principles, of which Penske Corporation is the common parent, except
that members of the PAG Consolidated Group shall not be deemed members of the PTLC Consolidated
Group.



“PTLC Security Agreement” shall mean the Amended and Restated PTLC Co-Obligation Fee,
Indemnity and Security Agreement, dated as of March 17, 2015, as modified by the letter agreement
among General Electric Capital Corporation, GE Tennessee, PTLC and Penske System, Inc., dated
November 24, 2015 and as the same may be further amended, restated, supplemented or otherwise
modified from time to time.



“Purchasing Partner” shall have the meaning ascribed to such term in Subsection 3.1(n).



“Recipient Group” shall have the meaning ascribed to such term in Subsection 6.4(i).



“Registration Rights Agreement” shall mean the First Amended and Restated Registration Rights
Agreement entered into by the Partners, the Partnership and Holdings, dated as March 18, 2015, as
the same may be amended, restated, supplemented or otherwise modified from time to time.



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



“Regulatory Allocations” shall have the meaning set forth in Section 5.4.



“Remaining Capital Call Deficiency” shall have the meaning ascribed to such term in Subsection
3.1(e).



“Response Notice” shall have the meaning ascribed to such term in Subsection 9.3(d).



“Restricted Person” shall have the meaning ascribed to such term in Subsection 6.6(i).



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



“Rollins Business” shall mean the truck leasing business as conducted by Rollins Truck Leasing
Corp. at the time of its acquisition by the Partnership and such business as may have been
continued by the Partnership Group.



“Sale” (including, with its correlative meanings, “Sell” and “Sold”) with respect to a
Partnership Interest shall mean any voluntary or involuntary sale, assignment, transfer or other
disposition of all or any portion of such Partnership Interest (or any right or interest therein),
including by operation of Law, but, for the avoidance of doubt, does not include the creation of
any Liens upon a Partnership Interest unless the holder of such a Lien acquires all or any portion
of such Partnership Interest or the Partnership Interest is otherwise sold, transferred or assigned
in accordance with the Lien.



“Schedule” shall refer to one of several written Schedules to this Agreement, as amended,
restated, supplemented or otherwise modified from time to time to the extent permitted by this
Agreement, each of which is hereby incorporated into and made a part of this Agreement for all
purposes.



“SEC” shall mean the Securities and Exchange Commission or any successor agency.



“Securities” shall mean any common equity securities of the Partnership Registrant.



“Securities Act” shall mean the Securities Act of 1933, as amended and in effect from time to
time, or the corresponding provisions of any successor statute, and the rules and regulations
promulgated thereunder.



“Securities Activity” shall have the meaning ascribed to such term in Subsection 6.6(k)(10).



“Selling Interests” shall have the meaning ascribed to such term in Subsection 10.1(d).



“Significant Limited Partners” shall mean each of (i) the GE Partners (acting through the GE
Representative Partner), (ii) PAG and (iii) MBK USA CV, so long as each such Person or Persons
holds at least a ten percent (10%) Percentage Interest; it being agreed, for the avoidance of
doubt, that there may be no more than one (1) Significant Limited Partner from each of the
foregoing clauses (i) through (iii).



“Subject Purchaser” shall have the meaning ascribed to such term in Subsection 3.1(i).



“Subject Year” shall mean a Partnership Year with respect to which Net Income for such
Partnership Year or the fiscal quarters thereof is being calculated for purposes of determining
whether distributions to the Partners are to be made under Section 5.1, regardless of whether such
distributions are to be made in such Partnership Year or the following Partnership Year.



“Subject Year to Date” shall mean the Subject Year through and including the quarter for which
Net Income is being calculated.



“Subsidiary” shall refer to (i) any corporation (or equivalent legal entity under foreign Law)
of which another Person owns directly or indirectly more than fifty percent (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, (ii) any limited liability company in which such
Person owns directly or indirectly more than fifty percent (50%) of the membership interests, (iii)
any partnership in which such other Person owns directly or indirectly more than fifty percent
(50%) of the partnership interests and (iv) any other entity of which another Person has the voting
power to elect the majority of the members of the board of directors, the board of managers or a
similar body of such entity.



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



“Third-Party Proposed Sale” shall have the meaning ascribed to such term in Subsection 9.3(c).



“Third Tier Built-In Gain” shall have the meaning ascribed to such term in Subsection 5.5(d).



“TMP Eligible Partner” shall have the meaning ascribed to such term in Subsection 8.2(e).



“Trade Name and Trademark Agreement” shall mean that certain Amended and Restated Trade Name
and Trademark Agreement, dated April 30, 2012, between Penske System, Inc. and the Partnership, as
the same may be amended, restated, supplemented or otherwise modified from time to time.



“Transfer” shall mean any Sale or creation of a Lien.



“Triggering Transfer” shall have the meaning ascribed to such term in Subsection 9.4(b).



2.2 General Provisions. Unless the context otherwise requires, as used in this
Agreement, (i) the terms “herein”, “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole and not to any particular section, paragraph or subdivision; (ii)
terms used in the singular also include the plural and vice versa; (iii) all references to statutes
and related regulations shall include any amendments of same and any successor statutes and
regulations; (iv) any pronoun shall include the corresponding masculine, feminine and neuter forms;
(v) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”; (vi) the word “will” shall be construed to have the same meaning and effect
as the word “shall”; (vii) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Section of, and Exhibits and Schedules to, this
Agreement; and (viii) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.



ARTICLE 3




CAPITAL CONTRIBUTIONS; ISSUANCE OF PARTNERSHIP INTERESTS;

CAPITAL ACCOUNTS




3.1 Additional Capital Contributions; Issuance of Additional Partnership Interests.



(a) Except as required in Section 3.3, no additional capital contributions shall be required
to be made by the Partners.



(b) If at any time the Advisory Committee has approved raising additional equity capital
pursuant to Subsection 6.5(c)(viii) or Subsection 6.5(f)(v) then the General Partner may, by
written notice, cause the Partnership to make a voluntary capital call to all Partners for the
amount of such additional equity capital. Any such notice of any additional capital call shall
include the following information: (i) the aggregate amount of the capital contributions to be made
and the reason for such capital call, (ii) the fair market value of one hundred percent (100%) of
the Partnership Interests adjusted for limited (non-controlling) Partnership Interests, as
determined reasonably and in good faith by the Advisory Committee (on a pro forma basis after
giving effect to the full satisfaction of such capital call), and (iii) the aggregate Percentage
Interest represented by such capital call (on a pro forma basis after giving effect to the full
satisfaction of such capital call).



(c) A capital call by the Partnership pursuant to Subsection 3.1(b) shall remain open for
thirty (30) days or such longer period as may be determined by the General Partner. If by the end
of such period, any of the Partners shall have failed to provide written notice to the General
Partner that it has elected to contribute its pro rata portion of such capital call (based on its
Percentage Interests), the General Partner shall inform the Partners in writing within two (2)
Business Days thereafter of the amount of such capital call not subscribed for by any
non-participating Partners and by any Partners not participating in full with respect to their pro
rata shares (such aggregate deficiency, the “Initial Capital Call Deficiency”).



(d) Following receipt of notice from the General Partner of any Initial Capital Call
Deficiency, each Partner that elected to contribute its pro rata portion of the capital call (each,
an “Electing Partner”) shall be entitled to elect to make an additional capital contribution of up
to its pro rata share of any such Initial Capital Call Deficiency (based upon the aggregate
Percentage Interests of all Electing Partners that elected to make a capital contribution pursuant
to this Subsection 3.1(d), without giving effect to such capital contribution). Each Electing
Partner that exercises this right to contribute up to such pro rata share of any Initial Capital
Call Deficiency shall provide notice thereof to the General Partner and each other Partner within
ten (10) days after receipt of such notice of Initial Capital Call Deficiency from the General
Partner, specifying the maximum amount such Partner has elected to contribute pursuant to this
Subsection 3.1(d).



(e) In the event that the Electing Partners do not elect to contribute in the aggregate an
amount sufficient to satisfy in full any Initial Capital Call Deficiency within such ten (10) day
period, the General Partner shall inform the Partners in writing within two (2) Business Days
thereafter of the amount of such Initial Capital Call Deficiency in respect of which Electing
Partners have not elected to make additional capital contributions (the “Remaining Capital Call
Deficiency”).



(f) Following receipt of notice from the General Partner of any Remaining Capital Call
Deficiency, each Partner may elect to make additional capital contributions in respect of all or
any portion of such Remaining Capital Call Deficiency by providing written notice thereof to the
General Partner and each other Partner within ten (10) days after receipt of such notice of
Remaining Capital Call Deficiency.



(g) If, within ten (10) days after receipt by each Partner of the notice of such Remaining
Capital Call Deficiency, any Partners shall have provided notice to the General Partner of its
election to contribute all or a portion of the Remaining Capital Call Deficiency, then the
additional amount of capital to be contributed by all such Partners shall be allocated among them
as follows:



(1) First, each participating Partner shall contribute its pro rata share of the
Remaining Capital Call Deficiency (calculated by reference to the Percentage Interests of such
participating Partners, but excluding, for purposes of such calculation, the Percentage Interests
of any non-participating Partner) up to (but not to exceed) the additional amount it has agreed to
contribute with respect to such Remaining Capital Call Deficiency; and



(2) Thereafter, if any of the Remaining Capital Call Deficiency shall not have been
fully funded, each Partner that has contributed its full pro rata portion of such deficiency
pursuant to Subsection 3.1(g)(1) shall contribute its pro rata share of such remaining shortfall
(calculated by reference to the Percentage Interests of only those Partners that have elected to
contribute more than their pro rata share of the Remaining Capital Call Deficiency) up to (but not
to exceed) the additional amount it has agreed to contribute, up to the remaining amount of such
Remaining Capital Call Deficiency.



(h) Upon receipt by the General Partner of a Partner’s election to participate in a capital
call pursuant to Subsections 3.1(c), (d) and (f), such Electing Partner shall be obligated to
contribute to the Partnership the aggregate amount so elected, subject to reduction as provided
herein and subject to abandonment of the capital call pursuant to Subsection 3.1(l). The failure by
any Partner to elect to participate in the capital call pursuant to Subsections 3.1(c), (d) and (f)
shall be an irrevocable waiver of such Partner’s right to participate in satisfying such capital
call.



(i) If (and only if) the Remaining Capital Call Deficiency is not satisfied in full by the
participating Partners as provided in Subsection 3.1(g) (including, for the avoidance of doubt,
following any capital call approved pursuant to Subsection 6.5(c)(viii)), then the General Partner
may cause the Partnership to offer to sell and issue limited Partnership Interests, in a
transaction that is exempt from the registration requirements of applicable securities Laws, to any
Person that is a legal entity and is not a Partner or an Affiliate of any Partner (each, a “Subject
Purchaser”) and to admit such Subject Purchasers as Limited Partners of the Partnership, provided
that:



(1) the pricing of the proposed issuance is at least equal to the greater of the fair market
value of the limited Partnership Interests issued and sold or ninety percent (90%) of the implied
price of limited Partnership Interests issued to the existing Partners in such immediately
preceding capital call (based upon the notice delivered by the General Partner to the existing
Partners pursuant to Subsection 3.1(b) above), and the proposed issuance is otherwise on arms’
length terms and conditions; provided that if the proposed issuance of limited Partnership
Interests is at a price that is less than the implied price of limited Partnership Interests issued
to the existing Partners in such immediately preceding capital call, then (A) the implied price of
limited Partnership Interests issued to the existing Partners in the immediately preceding capital
call shall be decreased to equal the price for limited Partnership Interests in such proposed
issuance (but without reducing the amount of the capital contributions by the participating
Partners in respect of such capital call), (B) the aggregate Percentage Interest represented by the
preceding capital call shall be adjusted to reflect the implied price of limited Partnership
Interests in the proposed issuance and the aggregate proceeds to be received by the Partnership in
connection with such proposed issuance and related capital call and (C) the General Partner shall
promptly notify the Partners of the matters reflected in clauses (A) and (B) above; and



(2) such issuance is only for the unsatisfied portion of the Remaining Capital Call Deficiency
in respect of such immediately preceding capital call.



(j) Any offer and sale of limited Partnership Interests to a Subject Purchaser pursuant to
Subsection 3.1(i) shall be made by the General Partner during the period of one hundred eighty
(180) days following the final election by Electing Partners with respect to the Remaining Capital
Call Deficiency and shall be at a price and on terms and conditions that, in the case of an
issuance approved pursuant to Subsection 6.5(f)(v), comply with Subsection 3.1(i) and, in the case
of an issuance approved pursuant to Subsection 6.5(c)(viii), comply with the terms and conditions
set forth by the Advisory Committee in granting its approval. In addition, such offer and sale
shall be made only subject to the following conditions:



(i) the purchase price is paid one hundred percent (100%) in cash in U.S. dollars to the
Partnership (less associated customary fees and expenses);



(ii) no amendment, supplement or modification of any kind will be made to this Agreement in
connection with the proposed issuance or the consummation thereof (other than to admit each of the
purchasers thereof as Limited Partners, and to adjust the Percentage Interests of all Partners, in
each case on Schedule A, after receipt by the Partnership of a true and complete copy of this
Agreement duly executed by each such purchaser);



(iii) such issuance shall comply with applicable Laws (including any applicable securities
Laws and any applicable regulatory filing requirement of any Governmental Authority with respect
thereto); and



(iv) none of the “bad actor” disqualifying events, described in Rule 506(d)(1)(i)-(viii)
promulgated under the Securities Act, shall be applicable to any of the purchasers of such limited
Partnership Interests pursuant to such issuance.



(k) The closing of the capital contributions and issuance and sale of limited Partnership
Interests provided by this Section 3.1 shall be held simultaneously, at a time and place as
determined by the General Partner. However, if such issuance and sale is not consummated within
one hundred eighty (180) days following the final election by participating Partners with respect
to the Remaining Capital Call Deficiency, then the restrictions provided for herein shall again
become effective, and no capital call and no issuance and sale of limited Partnership Interests may
be made thereafter by the Partnership without again complying with the provisions of this Section
3.1.



(l) If the expected proceeds of any equity issuance pursuant to Subsection 3.1(i) are
insufficient to satisfy any related Remaining Capital Call Deficiency, then the related capital
call and proposed issuance of Partnership Interests shall be abandoned and shall not be consummated
by the Partners or the Partnership; provided, however, that notwithstanding the foregoing, if the
Partnership has received a notice or other indication from the applicable rating agency or agencies
that the aggregate amount expected to be funded to the Partnership in connection with a capital
call and related proposed issuance of Partnership Interests approved pursuant to Section 6.5(f)(v)
(taking into account the amount of any Remaining Capital Call Deficiency) is nonetheless sufficient
to avoid the Partnership’s loss of any minimum investment grade corporate, unsecured, long-term
debt rating, then (i) the General Partner shall provide, as promptly as practicable to the
Partners, a written notice (x) describing such notice or other indication and (y) stating the
General Partner’s reasonable determination that, taking into account such notice or other
indication, that the aggregate amount expected to be funded to the Partnership in connection with
such capital call and related proposed issuance is believed by the General Partner to be sufficient
to avoid the Partnership’s loss of any such debt rating, and (ii) the related capital call and
proposed issuance of Partnership Interests shall not be abandoned and shall be consummated by the
Partners or the Partnership.



(m) Following the consummation of the transactions contemplated by this Section 3.1, (x) the
Capital Accounts for each participating Partner shall be adjusted, and (y) the Percentage Interests
of each of the Partners shall each be adjusted, in each case, as and to the extent applicable. For
greater clarity, the adjustments in the Capital Accounts and Percentage Interests shall not create
any right to or affect distributions payable under Article 5 attributable to Net Income of the
Partnership with respect to periods prior to the date of consummation of the applicable
transaction.



(n) Notwithstanding anything in this Section 3.1 to the contrary, if the Advisory Committee
has determined to raise equity capital pursuant to Section 6.5(f)(v), and because of a financial
exigency it concludes that it is not reasonably practicable to comply with the capital call
provisions of Subsections 3.1(a)-(l), then, at the request of the General Partner, any Partner
(and/or one or more of its Affiliates that satisfies the definition of “Permitted Intragroup
Transferee”) may, at such Partner’s sole election, purchase from the Partnership additional limited
Partnership Interests at a price equal to the fair market value of such limited Partnership
Interests (determined in a manner consistent with Section 3.1(b)) and in an aggregate amount not to
exceed the aggregate amount that is necessary to provide the Partnership with the funds reasonably
determined by the General Partner to be necessary for the Partnership to maintain a minimum
investment grade corporate, unsecured long-term debt rating. No limited Partnership Interests
issued pursuant to this Subsection 3.1(n) shall entitle the holder thereof to any greater rights or
preferences than are provided in this Agreement for all of the existing limited Partnership
Interests. Any limited Partnership Interests issued pursuant to this Subsection 3.1(n) shall have
a Percentage Interest based on the price paid relative to the fair market value of all the
Partnership Interests. If a Partner (and/or one or more of such Affiliates that satisfies the
definition of “Permitted Intragroup Transferee”) elects, at the request of the General Partner, to
purchase additional limited Partnership Interests pursuant to the preceding sentences (a
“Purchasing Partner”), then (A) the Partnership shall notify each Significant Limited Partner that
is not the Purchasing Partner of such issuance of additional limited Partnership Interests no less
than five (5) Business Days before the date of such issuance, (B) each such Significant Limited
Partner and PTLC (as applicable) that is not the Purchasing Partner (the “Offered Partners”) shall
have thirty (30) Business Days after the delivery of such notice by the Partnership to elect to
purchase (directly or through an Affiliate that satisfies the definition of “Permitted Intragroup
Transferee”) from the Purchasing Partner (or its applicable Affiliate(s), as the case may be), at
the same price and the same other terms and conditions, its pro rata portion of the additional
limited Partnership Interests issued to the Purchasing Partner (or such Affiliate(s), as the case
may be), calculated in accordance with each Partner’s Percentage Interest as of the date
immediately prior to the date the Purchasing Partner (or such Affiliate(s), as the case may be)
purchased the additional limited Partnership Interests from the Partnership in accordance with this
Subsection 3.1(n). If any Offered Partner declines to purchase its full pro rata portion of such
additional limited Partnership Interests, then the limited Partnership Interests that remain
available shall be offered to each Offered Partner that had elected to purchase its full pro rata
portion, utilizing the process set forth in the prior sentence, except substituting a five (5)
Business Day period for the thirty (30) Business Day period in clause (B), and each fully-electing
Offered Partner (and/or one or more of its Affiliates that satisfies the definition of “Permitted
Intragroup Transferee”) shall have the right to purchase up to its relative pro rata portion (for
clarity, calculated only among such fully-electing Offered Partners and the Purchasing Partner) of
such remaining limited Partnership Interests, and of any Partnership Interests that have not been
subscribed for in such second round (calculated using only the Significant Limited Partners (or
such Affiliates, as the case may be) fully participating in such second round and the Purchasing
Partner). In respect of the period when such newly issued additional limited Partnership Interests
are held by the Purchasing Partner (or such applicable Affiliate(s), as the case may be), the
Purchasing Partner (or such Affiliate(s), as the case may be) shall be entitled to (x) all
distributions for such period to the extent payable in respect of such additional limited
Partnership Interests under Article 5, and (y) all allocations of items of income, gain, loss and
deduction (including all special allocations) to the extent for such period and in respect of such
additional limited Partnership Interests. Notwithstanding any other provision of this Agreement,
no changes to any governance, voting, approval, consent or other rights of any Partner provided
herein as a result of the issuance of limited Partnership Interests under this Subsection 3.1(n)
shall be effective until the procedures set forth in this Section 3.1(n) have been complied with in
full.



3.2 Capital Contributions and Accounts. Effective as of the Effective Time, PAG has
acquired an additional fourteen and four-tenths percent (14.4%) limited Partnership Interest
previously held by GE Truck Leasing Holdco and GE Logistics Holdco and is succeeding to the Capital
Account of the Partnership Interest(s) being transferred to it. A Capital Account shall be
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. The Capital Account of each
Partner as of the Effective Time, after giving effect to the first sentence of this Section 3.2, to
all distributions and contributions made at or prior to the Effective Time and to all allocations
of items of income, gain, loss and deduction (including all special allocations) with respect to
any period (or a portion thereof) ending at or prior to the Effective Time, shall be proportionate
to such Partner’s Percentage Interest as set forth on Schedule A in effect at the Effective Time.
The Partnership shall be permitted to adjust the Capital Account of each Partner after the
Effective Time as appropriate to give effect to the immediately preceding sentence.



3.3 Negative Capital Accounts. In the event the Partnership is “liquidated” within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) (other than as a result of a termination
under Code Section 708(b)(1)(B)), (x) distributions shall be made pursuant to Article 11 to the
Partners who have positive Capital Accounts in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(2), and (y) if the 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), the 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 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. In no event shall any
transaction contemplated by clauses (x) and (y) of the first sentence of this Section 3.3 result in
a change in any Partner’s Percentage Interest.



3.4 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 each Significant Limited Partner 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 (provided that no
such modification shall have a material adverse effect on the economic position of any Partner).
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 provided that such modification shall not have a
material adverse effect on the economic position of any Partner).



3.5 Succession to Capital Accounts. In the event any interest in the Partnership is
Sold 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. For purposes of the
immediately 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, taking into account Section
9.6.



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



3.7 No Partnership Certificates. No certificates to evidence a Partner’s interest in
the Partnership (a “Partnership Certificate”) shall be issued and any Partnership Certificates
previously issued shall be null and void and without any force or effect whatsoever.



3.8 Percentage Interests. Effective as of 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 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 in the performance of its
duties as Tax Matters Partner), to the extent permitted by Section 6.7.



ARTICLE 5




DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;

TAX MATTERS




5.1 Distributions Prior to Dissolution.



(a) Preliminary Quarterly Distributions. By no later than forty-five (45) days
following the end of each of the first three quarters of each Subject Year, subject to Section 9.6,
applicable Law and the terms of any applicable credit agreement, indenture, debt security or debt
instrument, the Partnership shall make a distribution to the Partners of the amount, if any, by
which fifty percent (50%) of Net Income for the Subject Year To Date exceeds the distributions made
pursuant to this Subsection 5.1(a) with respect to such Subject Year (the “Preliminary
Distributions”), in the following amounts, order and priority (for the avoidance of doubt, the
amounts, order and priority of distributions pursuant to this Subsection 5.1(a) shall not apply to
any distributions in accordance with Section 11.3 upon the dissolution of the Partnership and the
failure to continue the Partnership as provided in Section 11.1):



(i) First, in the event that the Partnership shall have sold all or substantially all of the
Rollins Business, to GE Truck Leasing Holdco in an amount equal to the excess, if any, of (A) the
excess, if any, of (1) $57,000,000, 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
Rollins Business, over (II) the sales price for such intangibles, over (B) all prior distributions
to GE Truck Leasing Holdco pursuant to this Subsection 5.1(a)(i) or Subsection 5.1(b)(i); and



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



(b) Annual Distributions. With respect to any Subject Year, by no later than April 15
of the following Partnership Year, subject to Section 9.6, applicable Law and the terms of any
applicable credit agreement, indenture, debt security or debt instrument, the Partnership shall
make a distribution to the Partners of the amount, if any, by which fifty percent (50%) of Net
Income for the Subject Year based on the Partnership’s audited financial statements determined in
accordance with Generally Accepted Accounting Principles with respect to the Subject Year exceeds
the cumulative Preliminary Distributions made with respect to the Subject Year, in the following
amounts, order and priority (for the avoidance of doubt, the amounts, order and priority of
distributions pursuant to this Subsection 5.1(b) shall not apply to any distributions in accordance
with Section 11.3 upon the dissolution of the Partnership and the failure to continue the
Partnership as provided in Section 11.1):



(i) First, in the event that the Partnership shall have sold all or substantially all of the
Rollins Business, to GE Truck Leasing Holdco in an amount equal to the excess, if any, of (A) the
excess, if any, of (1) $57,000,000, 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
Rollins Business, over (II) the sales price for such intangibles, over (B) all prior and current
distributions to GE Truck Leasing Holdco pursuant to Subsection 5.1(a)(i) and prior distributions
to GE Truck Leasing Holdco pursuant to this Subsection 5.1(b)(i); and



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



(c) Discretionary Special Distributions. Except for distributions to the Partners in
accordance with Subsections 5.1(a) and 5.1(b), the Partnership shall not at any time prior to
January 28, 2018 without a Level One Approval make any other distributions to the Partners (such
other distributions “Discretionary Distributions”). During the period from and after January 29,
2018 and on or prior to January 28, 2023, and provided that (x) the ratio of consolidated debt to
consolidated equity of the Partnership is less than 3.0 to 1.0 immediately before, and after giving
pro forma effect to the payment of, the proposed Discretionary Distributions and (y) the amount of
all distributions made by the Partnership to the Partners during the then current calendar year
does not exceed eighty percent (80%) of the consolidated net income of the Partnership for the then
current Partnership Year through the date of such Discretionary Distribution, then the making of a
Discretionary Distribution shall require a Level Four Approval. After January 29, 2023, the making
of any Discretionary Distribution shall require a Level Four Approval. Any Discretionary
Distributions made pursuant to this Subsection 5.1(c) shall be made by the Partnership to the
Partners pro rata in accordance with each Partner’s Percentage Interest.



(d) Notice of Determination of Law. If any determination is made by the General
Partner that applicable Law would forbid any distribution pursuant to this Section 5.1, then the
General Partner shall provide notice to each other Partner of such determination (which shall
include the basis for such determination) and provide each other Partner with a reasonable
opportunity to discuss such determination.



(e) Certain Tax Amounts. All amounts withheld pursuant to the Code or any provision
of any state or local tax Law with respect to any payment or distribution to a Partner will be
treated as amounts distributed to such Partner for all purposes of this Agreement. If the
Partnership incurs any withholding tax or other liability for tax, interest or penalties with
respect to income, gain, loss, deduction or credit allocated to any Partner (including, but not
limited to, any amount payable by the Partnership pursuant to an adjustment under Code Section
6225), such Partner shall be required promptly to reimburse the Partnership for such amount to the
extent that the Partnership does not recoup the amount by offsetting it against amounts otherwise
distributable to such Partner; the obligations of any Person under this sentence with respect to
any taxable year during which such Person is a Partner shall survive any withdrawal of such Person
from being a Partner in the Partnership, any Transfer of such Person’s Partnership Interest and any
termination, dissolution, liquidation or winding up of the Partnership.



5.2 Partnership Allocations.



(a) Profits and Losses. For each taxable year or portion of a taxable year for which
the Partnership is required to allocate Profits, Losses, or other items pursuant to this Article 5,
after giving effect to the special allocations set forth in Sections 5.3 and 5.4, and subject to
the rules of Section 5.5 and Section 9.6, Profits and Losses of the Partnership for the relevant
period shall be allocated to the Partners in proportion to their Percentage Interests, subject to
the limitation in Subsection 5.2(b) below with respect to the allocation of Losses.



(b) Loss Limitation.



(i) Capital Account Limitation. The Losses allocated pursuant to Subsection 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
otherwise allocable to a Limited Partner in excess of the limitation set forth in this Subsection
5.2(b)(i) shall be allocated (A) in the case of any Penske Partner (other than PAG), first, to the
other Penske Partners (other than PAG), if any, that are Limited 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 Penske Partner without causing it to have an Adjusted Capital Account
Deficit and, thereafter, to the General Partner, (B) in the case of PAG, to the General Partner,
(C) 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, (D) in the case of PTL GP, as a Limited Partner, (x) with
respect to eighty-two percent (82%) of such excess losses, first to Penske Partners that are
Limited Partners (other than PAG) without such an Adjusted Capital Account Deficit, after the
application of clauses (A), (B) and (C) of this Subsection 5.2(b)(i), in proportion to and to the
extent of the amount of Losses that can be allocated to each such Limited Partner without causing
it to have an Adjusted Capital Account Deficit and, thereafter, to the General Partner, and (y)
with respect to eighteen percent (18%) of such excess losses, first to PAG to the extent of the
amount of Losses that can be allocated to PAG, after the application of clause (B) of this
Subsection 5.2(b)(i), without causing it to have an Adjusted Capital Account Deficit and,
thereafter, to the General Partner, and (E) in the case of MBK USA CV, 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 Subsection 5.2(a) or Subsection 5.2(b)(i) 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 Subsection
5.2(b)(ii), but only to the extent such Partner consents to such reallocation, in the following
manner and order: (A) if any Penske Partner other than PAG is limited to any extent by Code Section
704(d) with respect to its ability to claim tax losses associated with an allocation of Losses
pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), then the other Penske 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 Penske Partner without causing its ability to claim the tax losses
associated with such Losses to be limited under Code Section 704(d) and without causing it to have
an Adjusted Capital Account Deficit; (B) if any GE Partner is limited to any extent by Code Section
704(d) with respect to its ability to claim tax losses associated with an allocation of Losses
pursuant to Subsection 5.2(a) or Subsection 5.2(b)(i), 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) and without causing it to have an Adjusted
Capital Account Deficit; and (C) if PTL GP is limited to any extent by Code Section 704(d) with
respect to its ability to claim tax losses associated with an allocation of Losses pursuant to
Subsection 5.2(a) or Subsection 5.2(b)(i), then the Penske Partners (other than PAG) that are not
so limited may elect, by written notice to the General Partner, to have up to eighty-two percent
(82%) of 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 Penske Partner without causing its ability to claim the
tax losses associated with such Losses to be limited under Code Section 704(d) and without causing
it to have an Adjusted Capital Account Deficit, and PAG may elect, by written notice to the General
Partner, to have up to eighteen percent (18%) of such Losses allocated to it to the extent of the
amount of such Losses that can be allocated to PAG without causing its ability to claim the tax
losses associated with such Losses to be limited under Code Section 704(d) and without causing it
to have an Adjusted Capital Account Deficit.



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 Subsection 5.3(a) is
intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f)
and shall be interpreted consistently therewith.



(b) Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations
Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net
decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during
any Partnership taxable year, each Partner who has a share of the Partner Nonrecourse Debt Minimum
Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such
taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Partner’s
share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner
Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations
pursuant to the previous sentence shall be made in proportion to the respective amounts required to
be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in
accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Subsection 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) Qualified Income Offset. In the event any Limited Partner unexpectedly receives
any adjustments, allocations, or distributions described in Regulations Section
1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6), items
of Partnership income and gain shall be specially allocated to each such Limited Partner in an
amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of such Limited Partner as quickly as possible, provided that an allocation
pursuant to this Subsection 5.3(c) shall be made only if and to the extent that such Limited
Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in
this Article 5 have been tentatively made as if this Subsection 5.3(c) were not in the Agreement.



(d) Gross Income Allocation. In the event any Limited Partner has a deficit Capital
Account at the end of any taxable year that is in excess of the sum of (i) the amount such Limited
Partner is obligated to restore (pursuant to the terms of this Agreement or otherwise) and (ii) the
amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Limited Partner shall
be specially allocated items of Partnership income and gain in the amount of such excess as quickly
as possible; provided that an allocation pursuant to this Subsection 5.3(d) shall be made
only if and to the extent that such Limited Partner would have a deficit Capital Account in excess
of such sum after all other allocations provided for in this Article 5 have been made as if
Subsection 5.3(c) and this Subsection 5.3(d) were not in the Agreement.



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



(f) 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).



(g) 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.



(h) Special Allocation of Income and Gain to GE Truck Leasing Holdco Upon Liquidation.
In the event that, during any taxable year, the Partnership dissolves and is liquidated pursuant
to Article 11, (i) GE Truck Leasing Holdco shall be specially allocated items of Partnership income
and gain in an amount equal to $29,192,000 (or, in the event that GE Truck Leasing Holdco ceases to
be a Partner, the other GE Partners shall be specially allocated such items of income and gain, pro
rata), (ii) MBK USA CV shall be specially allocated items of Partnership income and gain in amounts
equal to $8,900,000, and (iii) PAG shall be specially allocated items of Partnership income and
gain in amounts equal to $6,408,000.



(i) 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, the gain from such sale, disposition or adjustment
that would have been allocated to each Partner of the same group under Sections 5.2, 5.3 and 5.4 of
this Agreement (other than this Subsection 5.3(i)) shall be re-allocated among the Partners of
such same group in proportion to, and to the extent of, the excess, if any, of (i) the aggregate
amount of Losses allocated to each such Partner (or its predecessor or transferor) for the current
and all prior taxable years pursuant to Subsection 5.2(b)(ii) or the Corresponding Provision of any
Prior Agreement, over (ii) the cumulative amount of gain allocated to such Partner (or its
predecessor or transferor) pursuant to this Subsection 5.3(i) or the Corresponding Provision of any
Prior Agreement for all prior tax years.



5.4 Curative Allocations. The allocations set forth in Subsections 5.2(b)(i), 5.3(a),
5.3(b), 5.3(c), 5.3(d), 5.3(e), 5.3(f) and 5.3(g) and the Corresponding Provisions of the Prior
Agreements (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 (without causing an Adjusted Capital Account
Deficit for any Partner) 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 or any Prior
Agreement and all Partnership items were allocated pursuant to Subsections 5.2(a), 5.2(b)(ii),
5.3(h) and 5.3(i) or the Corresponding Provisions of the Prior Agreements. In exercising its
discretion under this Section 5.4, the General Partner shall take into account future Regulatory
Allocations under Subsections 5.3(a) and 5.3(b) that, although not yet made, are likely to offset
other Regulatory Allocations previously made under Subsections 5.3(e) and 5.3(f).



5.5 Other Allocation Rules.



(a) Profits, Losses, and any other items of income, gain, loss, deduction, or credit shall be
allocated to the Partners pursuant to this Article 5 as of the last day of each taxable year,
provided that Profits, Losses, and such other items shall also be allocated at such times as the
Gross Asset Values of Partnership assets are adjusted pursuant to subparagraph (ii) of the
definition of “Gross Asset Value” in Section 2.1.



(b) The Partners are aware of the income tax consequences of the allocations made by this
Article 5 and hereby agree to be bound by the provisions of this Article 5 in reporting their
shares of Partnership income and loss for income tax purposes.



(c) For purposes of determining the Profits, Losses, or any other items of income, gain, loss,
deduction, or credit allocable to any period, Profits, Losses, and any such other items shall be
determined on a daily, monthly, or other basis using the closing of the books method or, if
proposed by the General Partner and approved by the GE Representative Partner with respect to a
particular period beginning on or after the Effective Time, any other permissible method under Code
Section 706 and the Regulations thereunder. Notwithstanding the foregoing, for the calendar month
in which PAG acquires limited Partnership Interests from GE Truck Leasing Holdco and GE Logistics
Holdco, the General Partner shall allocate the monthly Profits, Losses and other items of income,
gain, loss, deduction or credit with respect to such Partnership Interests as follows: (i) the
product of such monthly Profits, Losses and other items multiplied by a fraction, the numerator of
which is the number of calendar days of such month that have elapsed (treating 5:00 p.m. Eastern
Time as the end of a day) as of the Effective Time, and the denominator of which is the total
number of calendar days of such month, shall be allocated to GE Truck Leasing Holdco and GE
Logistics Holdco, and (ii) the product of such monthly Profits, Losses and other items multiplied
by a fraction, the numerator of which is the number of calendar days of such month that occur after
the Effective Time, and the denominator of which is the total number of calendar days of such month
of, shall be allocated to PAG.



(d) Any “excess nonrecourse liability” of the Partnership, within the meaning of Regulations
Section 1.752-3(a)(3), shall be allocated first among the Partners in proportion to and to the
extent of the amount of built-in gain that is allocable to each such Partner on Code Section 704(c)
property or property for which reverse Code Section 704(c) allocations are applicable where such
property is subject to the nonrecourse liability to the extent that such built-in gain exceeds the
gain described in Regulations Section 1.752-3(a)(2) with respect to such property (“Third Tier
Built-In Gain”), except that, if and to the extent necessary for a Partner or Partners to avoid a
limitation in a taxable year on Partnership deductions or losses under Code Section 704(d) or the
recognition of gain on a Partnership distribution under Code Section 731(a)(1), allocations based
on Third Tier Built-In Gain for such taxable year shall be increased to such Partner or Partners
and reduced to one or more other Partners, in each case in accordance with Regulations Section
1.752-3(a)(3), provided that such decreases have no adverse effect under Code Section 704(d) or
731(a)(1) on any Partner for such taxable year. The amount of any excess nonrecourse liabilities
not allocated pursuant to the preceding sentence shall be allocated in accordance with the Partners
interests in Partnership profits. Solely for purposes of this Subsection 5.5(d), the Partners’
interests in Partnership profits are in proportion to their Percentage Interests.



5.6 Tax Allocations; Code Section 704(c).



(a) In accordance with Code Section 704(c) 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 or has been
adjusted pursuant to the provisions of this Agreement or any Prior 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 Code Section 704(c) and the Treasury Regulations
thereunder.



(c) Any elections or other decisions relating to such Code Section 704(c) allocations shall be
made by the Partners in any manner that reasonably reflects the purpose and intention of this
Agreement. Code Section 704(c) allocations pursuant to this Section 5.6 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 continue to use the “remedial allocation method” (as defined in
Regulations Section 1.704-3(d)) for purposes of computing Code Section 704(c) allocations and
reverse Code Section 704(c) allocations to the extent that it previously adopted that method with
respect to property contributed to the Partnership with a Gross Asset Value that differed from its
adjusted tax basis at the time of contribution and property for which differences between Gross
Asset Value and adjusted tax basis were created by a revaluation of Partnership property pursuant
to Regulations Section 1.704-1(b)(2)(iv)(f).



(e) Except as otherwise provided in Subsection 5.6(d) or Subsection 5.6(f), the Partnership
shall use the “traditional method” (as defined in Regulations Section 1.704-3(d)) for purposes of
computing Code Section 704(c) allocations with respect to property contributed to the Partnership
with a Gross Asset Value that differs from its adjusted tax basis at the time of contribution and
reverse Code Section 704(c) allocations with respect to property for which differences between
Gross Asset Value and adjusted tax basis are created when the Partnership revalues Partnership
property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f).



(f) The Partnership may use any method or combination of methods that is reasonable, under
Regulations Section 1.704-3(a), that is proposed in writing by the General Partner and approved by
the GE Representative Partner in writing, for purposes of computing Code Section 704(c) allocations
with respect to specific contributions of property, as identified in the General Partner’s written
proposal, or for purposes of computing reverse Code Section 704(c) allocations with respect to
specific revaluations of property pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), as
identified in the General Partner’s written proposal.



(g) The Partnership shall account for any goodwill of the Partnership with respect to which
there is a Code Section 734(b) basis adjustment consistent with the provisions of Regulations
Section 1.197-2 (including Regulations Section 1.197-2(k), Example 31).



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



ARTICLE 6




MANAGEMENT




6.1 Rights and Duties of the Partners.



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



(b) Subject to Delaware Law, no Limited Partner shall 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 nothing in this Subsection 6.1(b) shall limit any liability, obligation or
claim incurred by a Limited Partner in its capacity as General Partner at such time as it was
acting as the General Partner of the Partnership.



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 solely 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), (ii), (iii) and (iv) of Section 1.4 or otherwise approved in
accordance with Subsection 6.5(c)(iv) after the Effective Time, 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), (ii), (iii) and (iv) of Section 1.4 or otherwise approved in accordance
with Subsection 6.5(c)(iv) after the Effective Time or to provide a source from which to meet
contingencies;



(iii) enter into and terminate agreements and contracts with third parties in furtherance of
the Partnership’s business set forth in clauses (i), (ii), (iii) and (iv) of Section 1.4 or
otherwise approved in accordance with Subsection 6.5(c)(iv) after the Effective Time, 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), (ii), (iii) and (iv) of Section 1.4 or
otherwise approved in accordance with Subsection 6.5(c)(iv) after the Effective Time.



By executing this Agreement, each 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 Sale of a
Partner’s Partnership Interest (to the extent permitted by this Agreement), the total Percentage
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 (to the extent permitted by this Agreement), and
receipt by the Partnership of any notice of change of address of a Partner. The amended
Schedule A, which shall be kept on file at the principal office of the Partnership, shall
supersede all such prior Schedules and become part of this Agreement, and the General Partner shall
promptly forward a copy of the amended Schedule A to each Partner upon each amendment
thereof.



6.4 Advisory Committee.



(a) Selection of the Advisory Committee. The Partnership shall have an Advisory
Committee (the “Advisory Committee”) consisting of seven (7) members. Of the seven (7) Advisory
Committee members, four (4) shall be designated by PTLC (each, a “PTLC Committee Member”), one (1)
shall be designated by PAG (the “PAG Committee Member”), one (1) shall be designated by MBK USA CV
(the “Mitsui Committee Member”) and, subject to Section 9.5(d), one (1) shall be designated by the
GE Representative Partner (the “GE Committee Member”). Schedule B annexed hereto sets forth the
members of the Advisory Committee as of the Effective Time.



(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
the Advisory Committee’s 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 at which an action requiring a Level One Approval shall be
considered, the presence of a Level One Quorum shall be a quorum for the consideration of such
action, (B) at any meeting of the Advisory Committee at which an action requiring a Level Two
Approval shall be considered, the presence of a Level Two Quorum shall be a quorum for the
consideration of such action, (C) at any meeting of the Advisory Committee at which an action
requiring a Level Three Approval shall be considered, the presence of a Level Three Quorum shall be
a quorum for the consideration of such action, and (D) at any meeting of the Advisory Committee at
which an action requiring a Level Four Approval shall be considered, the presence of a Level Four
Quorum shall be a quorum for the consideration of such action, and (E) at any other meeting of the
Advisory Committee, the presence of a Level Four Quorum shall be the quorum necessary for the
conduct of any other business.



(ii) With respect to any regularly-scheduled meeting of the Advisory Committee, 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 and (B) as to any other meeting of the Advisory Committee, only those matters which
shall have been specified in the notice calling the meeting which was so adjourned and no other
matters, and any action purportedly taken by the Advisory Committee in contravention of the
foregoing shall be void and of no force or effect whatsoever.



(iii) Each member of the Advisory Committee shall have one vote on all matters which may come
before the Advisory Committee for decision. Members of the Advisory Committee may be present and
vote at meetings thereof in person or by written proxy. All actions by the Advisory Committee shall
require the affirmative vote of a majority of the members of the Advisory Committee and in certain
circumstances as further specified in Subsections 6.5(c), 6.5(d), 6.5(e) and 6.5(f) below the
affirmative vote set forth in such sections.



(c) Meetings in Person or by Telephone; Notice; Action by Written Consent. Meetings
of the Advisory Committee may be in person, by telephonic communication or by such other means as
to permit all members to hear and be heard by each other at the same time. All members of the
Advisory Committee shall be given not less than five (5) 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, including by electronic transmission that may be printed on paper, 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 or
other means as aforesaid, so long as all members of the Advisory Committee participating in such
meeting can hear and be heard by one another, and such participation shall be deemed presence in
person for purposes of such meeting. Subject to the last two sentences of this Subsection 6.4(c),
any action required or permitted to be taken at any meeting of the Advisory Committee may be taken
without a meeting if the members of the Advisory Committee whose approval is required for such
action 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 and provided to the other members 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. All members of the Advisory
Committee shall be given not less than five (5) Business Days’ advance notice of any action to be
taken without a meeting requiring less than unanimous approval, and shall be provided with
information relating to such action that reasonably describes the action being taken. Notice of any
action to be taken without a meeting may be waived by means of a written instrument, including by
electronic transmission that may be printed on paper, to such effect executed and delivered by the
waiving member to the Partnership either prior to or after the effectiveness of such consent.



(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
Partnership Year.



(2) Special meetings of the Advisory Committee shall be held whenever called by any member of
the Advisory Committee upon no less than five (5) Business Days’ notice to each member of the
Advisory Committee prior to such meeting unless such notice is waived by each 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, provided, that unless all members of the Advisory
Committee otherwise agree, only business specified in the written notice of a special meeting may
be conducted at such meeting.



(3) As and to the extent practicable, the members of the Advisory Committee shall be furnished
in advance of any regular or special meetings of the Advisory Committee, information relating to
any action to be submitted at such regular or special meeting for any Level One Approval, Level Two
Approval, Level Three Approval and/or Level Four Approval, as applicable, by the Advisory
Committee.



(4) At each meeting of the Advisory Committee, the General Partner shall provide to each
member of the Advisory Committee a written summary of any and all actions, claims or proceedings
initiated by the Partnership where the same involves claims in excess of $1,000,000 (other than any
vehicle-related accident claims).



(e) Resignation, Replacement and Removal of Advisory Committee Members. Any PTLC
Committee Member may be removed at any time, with or without cause, by proposal of PTLC. Any GE
Committee Member may be removed at any time, with or without cause, by proposal of the GE
Representative Partner. Any PAG Committee Member may be removed at any time, with or without cause,
by proposal of PAG. Any Mitsui Committee Member may be removed at any time, with or without cause,
by proposal of MBK USA CV. In the event of the death, adjudication of insanity or incompetency,
resignation, withdrawal or removal of: (i) a PTLC Committee Member, PTLC shall designate a
replacement member; or (ii) any other Advisory Committee member, the Partner authorized under
Subsections 6.4(a) or 9.5(d) to designate such Committee Member shall designate a replacement
member.



(f) Certain Provisions with respect to the Advisory Committee. The Advisory Committee
may adopt from time to time 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 designated 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 Level One Approval, require that such auditors be
substituted by the General Partner; provided, however, that notwithstanding the
foregoing only a Level Four Approval shall be required if the substitute auditors are Deloitte LLP,
KPMG LLP, PricewaterhouseCoopers LLP or Ernst & Young LLP (or, with respect to each, any successor
firm thereof). The Partnership shall maintain an internal audit staff which (i) shall report
directly to the Advisory Committee and (ii) without the consent of each Significant Limited
Partner, shall not be utilized by any Partner or any of its Affiliates (other than the Partnership
Group) with respect to its separate business.



(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 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 willful misconduct or bad faith or a breach of Subsection 6.4(i). The
Partnership shall indemnify, to the fullest extent permitted by Law, each member of the Advisory
Committee (and any proxy thereof) 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 or any
subcommittee thereof from time to time other than those involving willful misconduct or bad faith
on the part of such committee member or a breach of Subsection 6.4(i).



(i) Confidentiality. With respect to any and all information provided to or obtained
by any Partner, any assignees of Partnership Interests or any of their Affiliates, or any of its or
their directors, officers, employees, agents, representatives or advisors, including Non-Voting
Observers, as a result of such Partner being a Partner in the Partnership or its designee being a
member of or an observer on the Advisory Committee (except for the exclusions below, “Evaluation
Material”), such Partner and each of its Affiliates, and its and their directors, officers,
employees, agents, representatives or advisors, including a 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 (a) as required by applicable law, rule or regulation
(including but not limited to the Securities Act, the Exchange Act, or applicable securities Laws
of any other jurisdiction, or rules of a stock exchange or other self-regulatory bodies), (b) to
any person involved in the preparation of the Partner’s or any of its Affiliates’ financial
statements, public filings or tax returns, (c) to any of its own Affiliates, or its or their
directors, officers, employees, agents, representatives or advisors who are informed of the
strictly confidential nature of such information and are or have been advised of their obligation
to keep information of this type strictly confidential, (d) upon the request or demand of any
Governmental Authority having jurisdiction over any of the Partnership or any of their Partners or
any of their Affiliates or (e) 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 in accordance with the
terms of this Agreement (a “Potential Buyer”), provided that such Potential Buyer and such person’s
advisors are advised of the strictly confidential nature of such information and the Potential
Buyer agrees 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 applicable law, rule or regulation, pursuant to clause (a) 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 such 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
applicable law, rule or regulation 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. “Evaluation Material” shall not include
information that (i) is or becomes generally available to the public other than as a result of a
disclosure by the applicable Partner, its representatives or others to whom it voluntarily
discloses such information other than Governmental Authorities (the “Recipient Group”) in breach of
this Agreement, (ii) was available to a member of the Recipient Group prior to such information’s
disclosure by or on behalf of the Partnership from a source (other than Recipient Group) who, to
the knowledge of the applicable Partner, is not subject to a confidentiality agreement with, or
other obligation of secrecy to, the Partnership, its Affiliates or representatives prohibiting such
disclosure, (iii) is or becomes available to the Recipient Group from a source (other than the
Recipient Group) who, to the knowledge of the applicable Partner, is not subject to a
confidentiality agreement with, or other obligation of secrecy to, the Partnership, its Affiliates
or representatives prohibiting such disclosure, or (iv) was independently developed by the
Recipient Group without reference to the Evaluation Material. If a member of the Recipient Group is
requested or required (by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand, or similar legal process or by regulatory agency, or stock
exchange or other applicable rules) to disclose any of the Evaluation Material, the applicable
Partner agrees promptly upon obtaining knowledge of such request or requirement to disclose to
provide the Advisory Committee with prompt notice of each such request, to the extent practicable
and not legally prohibited, so that the Partnership or a Partner as appropriate may seek an
appropriate protective order (at its own cost and expense). If, absent the entry of a protective
order or other appropriate remedy, the applicable member of a Recipient Group is legally required
to disclose the Evaluation Material, such applicable member may disclose such information only to
the persons and to the extent required without liability under this Agreement.



(j) Non-Voting Observers.



(i) Each Partner, together with its Affiliates, that does not have the right to appoint a
member of the Advisory Committee pursuant to Subsection 6.4(a), but holds a Percentage Interest of
not less than five percent (5%) (which for the purpose of this determination shall include a pro
rata portion of the Partnership Interest held by PTL GP based upon the Partner’s ownership
interests in Holdings (if any), but with respect to PAG, shall exclude Partnership Interests held
directly or indirectly by the other Penske Partners (other than its interest through PTL GP as
described above and the members of the PAG Consolidated Group) and only for so long as such
Partner, together with its Affiliates, owns a Percentage Interest of not less than five percent
(5%) (which for the purposes of this determination shall include a pro rata portion of the
Partnership Interest held by PTL GP based upon the Partner’s ownership interests in Holdings (if
any), but with respect to PAG, shall exclude Partnership Interests held directly or indirectly by
the other Penske Partners (other than its interest through PTL GP as described above)), shall have
the right to a non-voting observer (the “Non-Voting Observer”) at all duly called and convened
meetings of the Advisory Committee (as provided for in Subsection 6.4(c). For the sake of clarity,
as of the Effective Time there are no Non-Voting Observers. The 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 Non-Voting Observer were a member of the Advisory Committee, except that the
General Partner may exclude any Non-Voting Observers from all applicable portions of any meeting of
the Advisory Committee, or deny access to any information or portions thereof provided to members
of the Advisory Committee, if the General Partner reasonably determines that the participation of
the Non-Voting Observer, or access to the applicable information, could reasonably be expected to
(1) result in a waiver of the attorney-client privilege (based on the advice of the Partnership’s
counsel and, if applicable, taking into account the execution of a common interest agreement) with
respect to any matters to be discussed or any matters included in the information to be
distributed; (2) expose to any Non-Voting Observer (who represents or is affiliated with a
competitor to the Partnership, a customer, supplier or other business partner of the Partnership or
a competitor to the Partnership’s customers, suppliers or other business partners) (A) if a
contract or understanding with any Person or Affiliate of such Person represented by the Non-Voting
Observer is being described, discussed or voted upon, any information related to such contract or
understanding and/or (B) the Partnership’s business operations, objectives, opportunities,
competitive positioning and/or prospects related to any such Person or any matter in which such
Person may be reasonably deemed to have an interest that is adverse to the Partnership; (3) cause
the Partnership to violate obligations with respect to confidential or proprietary information of
third parties, provided that a Non-Voting Observer shall not be so excluded unless all other
Persons whose participation in such meeting of the Advisory Committee, or portions thereof, or
receipt of such information, or portions thereof, would result in a violation of such third party
obligations are also excluded; or (4) pose an actual or potential conflict of interest for the
Partner designating the Non-Voting Observer, any of its Affiliates or the Non-Voting Observer. In
addition, if a Non-Voting Observer designated by a Partner is an observer, employee, officer,
director, partner, member, consultant or fiduciary at another company that competes with the
Partnership or is primarily engaged in a business in a substantially related industry, a majority
of the members of the Advisory Committee shall be permitted to exclude the Non-Voting Observer from
any meeting of the Advisory Committee, or portions thereof, or deny access to any information
provided to the members of the Advisory Committee, if such members reasonably determine, in a
closed session, to exclude such Non-Voting Observer to protect the proprietary nature of the
information included in the matters to be discussed and/or distributed.



(ii) For the avoidance of doubt, any failures to comply with this Subsection 6.4(j) shall not
affect in any way the validity of any actions taken by the Advisory Committee.



6.5 Restrictions on the Authority of the General Partner.



(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) except as permitted pursuant to Section 14.2, amend or waive any provision of this
Agreement;



(vi) except as otherwise permitted by this Agreement, Transfer all or any portion of its
interest as the 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, except to effect
the conversion of the Partnership Interests pursuant to Subsection 1.1(c); or



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



(b) [INTENTIONALLY OMITTED]



(c) 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 a Level One Approval of
the Advisory Committee:



(i) enter into any credit agreement, indenture, debt security or debt instrument (or any
amendment, restatement, supplement or other modification thereto or waiver thereof) that would or
(at such time the agreement or other instrument, or amendment, restatement, supplement or other
modification thereto or waiver thereof, is executed), reasonably would be expected to (A) restrict
or prevent the exercise by the GE Partners, PAG or MBK USA CV, including, in each case, any
permitted successors or permitted assignees, of any rights, actions or transactions contemplated by
the provisions of Article 9 or Article 10 (without limiting the foregoing, any provision that would
require the consent of creditors or their agents or representatives to such exercise in order to
prevent acceleration or rapid amortization of indebtedness or would give creditors or their agents
or representatives the right to accelerate or more rapidly amortize indebtedness in connection with
such exercise being deemed to be expected to restrict or prevent such right, action or transaction)
or (B) reduce distributions by the Partnership below those otherwise required by Subsections 5.1(a)
and (b);



(ii) change the Partnership’s policies relating to requirements of environmental Laws,
antitrust Laws, anti-corruption Laws, anti-bribery Laws, Laws relating to contracts with
Governmental Authorities, insider trading or ethical business practices;



(iii) materially change policies relating to accounting matters other than those required by
GAAP;



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



(v) increase or amend the compensation arrangements for the direct services of Roger S. Penske
from those currently in effect between the Partnership Group and Roger S. Penske (or any entity
that is an Affiliate of Roger S. Penske);



(vi) (A) file a voluntary petition seeking liquidation, reorganization, arrangement or
readjustment, in any form, of the Partnership’s debts under Title 11 of the United States Code or
any other federal or state insolvency Law, or file an answer consenting to or acquiescing in any
such petition, (B) make any Transfer for the benefit of the Partnership’s creditors (other than the
creation of Liens as contemplated by Section 6.5(d)(ii)), or (C) allow the expiration of sixty (60)
days after the filing of an involuntary petition under Title 11 of the United States Code, the
application by a third party for the appointment of a receiver for the assets of the Partnership,
or the filing of an involuntary petition seeking liquidation, reorganization, arrangement or
readjustment of the Partnership’s debts under any other federal or state insolvency Law, unless the
same shall not have been vacated, set aside or stayed within such sixty-day period;



(vii) cause the Partnership Group to take any action or series of related actions, outside of
the ordinary course of business consistent with the past practice of the Partnership Group since
May 2012, that could reasonably be expected to result in the loss of any investment grade
corporate, unsecured, long-term debt rating for the Partnership on a stand-alone basis; it being
understood that (A) such actions shall not include distributions required by Subsections 5.1(a) and
5.1(b) and (B) changes in policies or ratings criteria of ratings agencies shall not be taken into
account for this provision;



(viii) raise additional equity capital by means of a capital call or equity issuance (provided
that any such capital call shall, in any case precede such equity issuance), other than a capital
call and equity issuance that may be approved pursuant to Subsection 6.5(f)(v);



(ix) amend or waive any provision of the Trade Name and Trademark Agreement, if such amendment
or waiver is adverse in any respect to the Partnership;



(x) make donations by or in the name of the Partnership if the same involves amounts in excess
of $3,000,000 for any single donation or series of related donations; or



(xi) make any Discretionary Distribution that requires a Level One Approval under Subsection
5.1(c).



(d) Notwithstanding any other provision of this Agreement, other than Subsections 6.4(h) and
6.5(c), the General Partner shall not have authority to do any of the following without a Level Two
Approval; provided, however, that if at any time (i) the GE Representative Partner
and its Affiliates collectively own less than a fifteen percent (15%) Percentage Interest following
any voluntary Sale after the Effective Time of limited Partnership Interests by the GE Partners
other than to one or more GE Partners (a “Level Three Triggering Condition”), then each of the
actions set forth in Subsections 6.5(d)(i), 6.5(d)(ii) and 6.5(d)(v) and, solely to the extent
relating to periods after any continuing Level Four Triggering Condition or any continuing Level
Three Triggering Condition (as applicable), 6.5(d)(iv), shall instead require a Level Three
Approval; provided, further, that if at any time the GE Representative Partner and
its Affiliates collectively own less than a ten percent (10%) Percentage Interest following any
voluntary Sale after the Effective Time of limited Partnership Interests by the GE Partners other
than to one or more GE Partners and there are no other Significant Limited Partners (the “Level
Four Triggering Condition”), then each of the actions set forth in Subsections 6.5(d)(i),
6.5(d)(ii) and 6.5(d)(v) and, solely to the extent relating to periods after any continuing Level
Four Triggering Condition or any continuing Level Three Triggering Condition (as applicable),
6.5(d)(iv), shall instead require a Level Four Approval:



(i) cause the Partnership Group to (A) incur indebtedness outside of the ordinary course of
business, (B) incur indebtedness that is not pari passu in right of payment with (x) the Credit
Agreement or (y) the senior notes of the Partnership and PTL Finance Corporation outstanding at the
Effective Time; provided that for the sake of clarity, incurrence of indebtedness in the
ordinary course of business includes (1) the issuance of unsecured senior notes that are pari passu
in right of payment with the Credit Agreement, (2) borrowings under the Credit Agreement, and (3)
borrowings and advances under the ABS Facility, subject to compliance with the borrowing
limitations in the Credit Agreement and the ABS Facility, as applicable;



(ii) grant any Liens with respect to any property of the Partnership Group other than: (A)
such Liens granted in connection with the financing of the acquisition of vehicles (or, in the
context of an acquisition by any member of the Partnership Group, existing Liens on real property
so acquired) by the Partnership Group in the ordinary course of business, which Liens attach only
to the vehicles (or, in the context of an acquisition by any member of the Partnership Group,
existing Liens on real property so acquired) 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, (B) Liens permitted by the Credit
Agreement, or (C) Liens created under the ABS Facility;



(iii) [INTENTIONALLY OMITTED]



(iv) determine the accounting methods and conventions to be used in, or any other method or
procedure related to, 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 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 purpose; or



(v) (I) subject to Section 6.7(c) below, cause the Partnership Group to (a) make acquisitions
during any Partnership Year of (i) any stock or other equity interest in any other entity
(including by purchase, merger or consolidation) or (ii) any assets of any other Person (other than
in respect of the acquisition of new vehicles, the sale-and-leaseback (or sale-and-rentback) of
vehicles, or the acquisition of vehicles for the purpose of disposition by the Partnership within a
reasonable period of time, in each case in the ordinary course of business of the Partnership) or
(b) redeem or otherwise acquire or retire for value any of the equity interests of any Subsidiary
of the Partnership held by Persons other than the Partnership or any of the Partnership’s wholly
owned Subsidiaries (other than pro rata payments to all holders of the equity interests of any such
Subsidiary) (clauses (a) and (b), collectively, “Acquisitions”) which collectively (in respect of
all such Acquisitions) have an enterprise value (which for purposes of this Section 6.5(d)(v) shall
take into account any indebtedness for borrowed money of any acquired entity or related assets and
any redemption payments) in excess of $250,000,000 (in the aggregate), or (II) cause the
Partnership to incur capital expenditures (other than in respect of vehicles) in any Partnership
Year, individually or in the aggregate, in excess of an amount equal to the sum of (a) $10,000,000
and (b) fifteen percent (15%) of facilities and equipment, net (excluding vehicles) as of the end
of the immediately preceding Partnership Year as set forth in the Partnership’s consolidated
balance sheet for such immediately preceding Partnership Year.



(e) Notwithstanding any other provision of this Agreement, other than Subsections 6.4(h),
6.5(c) and 6.5(d), the General Partner shall not have authority to do any of the following without
a Level Three Approval:



(i) 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(e)(i) shall be deemed to
prevent the Partnership from ceasing to use the name “Penske” if and to the extent required by the
Trade Name and Trademark Agreement;



(ii) subject to Subsection 6.7(c) below, cause the Partnership Group to make any Acquisitions
which collectively (in respect of all such Acquisitions) have an enterprise value in excess of
$100,000,000 but not in excess of $250,000,000 (in the aggregate) during any Partnership Year;



(iii) hire or terminate or modify the compensation of the manager of the internal audit staff
contemplated by Subsection 6.4(g) or adopt its budget; or



(iv) for the sake of clarity, to the extent provided in the first paragraph of Subsection
6.5(d), if the Level Three Triggering Condition has occurred and is continuing, take any other
action that would otherwise require a Level Two Approval.



(f) Notwithstanding any other provision of this Agreement, other than Subsections 6.4(h),
6.5(c), 6.5(d) and 6.5(e), the General Partner shall not have authority to do any of the following
without a Level Four Approval:



(i) adopt the annual budget and business plan of the Partnership Group;



(ii) materially change the Partnership’s policies relating to credit approval levels;



(iii) appoint the senior officers of the Partnership;



(iv) subject to Subsection 6.7(c) below, cause the Partnership Group to make any Acquisitions
which collectively (in respect of all such Acquisitions) have an enterprise value in excess of
$10,000,000 but not in excess of $100,000,000 (in the aggregate) during any Partnership Year;



(v) raise equity capital solely through a capital call in accordance with Section 3.1 that
satisfies the Capital Call Conditions (including any adjustment to the Percentage Interest of the
Partners in connection therewith), and/or issue limited Partnership Interests to satisfy any
Remaining Capital Call Deficiency in respect of such capital call;



(vi) declare or cause the Partnership to make any Discretionary Distributions to its Partners
pursuant to Subsection 5.1(c); or declare or pay any dividend on or make any distribution on or
purchase, redeem or otherwise acquire or retire for value any of the equity interests of any
Subsidiary of the Partnership held by Persons other than the Partnership or any of the
Partnership’s wholly owned Subsidiaries except for pro rata payments to all holders of the equity
interests of any such Subsidiary; or



(vii) for the sake of clarity, to the extent provided in the first paragraph of Subsection
6.5(d), if the Level Four Triggering Condition has occurred and is continuing, take any other
action that would otherwise require a Level Two Approval.



6.6 Other Activities. 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, none of Penske Corporation, PTLC or any of their respective
Affiliates (excluding PAG and its Subsidiaries) shall, at any time that (i) the aggregate
Percentage Interests that the Penske Partners own exceed five percent (5%), (ii) any Penske Partner
has the right to designate one or more members of the Advisory Committee, (iii) a Penske Partner is
the General Partner or (iv) so long as PTL GP is the General Partner, a Penske Partner is the
Managing Member of Holdings, and for a period of two (2) years after none of the conditions set
forth in the foregoing clauses (i), (ii), (iii) or (iv) applies, directly compete with the
Partnership (as such phrase is defined in Subsection 6.6(f) below) or acquire or possess any
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. For purposes solely of this Subsection 6.6(b), the definition of
“Penske Partners” excludes PAG and its Permitted Intragroup Transferees that are members of the PAG
Consolidated Group.



(c) Notwithstanding the foregoing, neither GE Capital nor any of its Subsidiaries shall, at
any time that the aggregate Percentage Interests that the GE Partners own exceeds five percent (5%)
and for a period of two (2) years after the later of (x) the date upon which the GE Partners cease
to own in excess of such five percent (5%) and (y) the date on which none of the GE Partners has
the right to designate a member of the Advisory Committee, directly compete with the Partnership
(as such phrase is defined in Subsection 6.6(f) below).



(d) Notwithstanding the foregoing, neither PAG nor any of its Subsidiaries shall, at any time
that the aggregate Percentage Interests that PAG and its Subsidiaries, collectively, own exceeds
five percent (5%) and for a period of two (2) years after the later of (x) the date upon which PAG
and its Subsidiaries, collectively, cease to own in excess of such five percent (5%) and (y) the
date on which PAG no longer has the right to designate a member of the Advisory Committee, directly
compete with the Partnership (as such phrase is defined in Subsection 6.6(f) below).



(e) Notwithstanding the foregoing, neither Mitsui nor any of its Subsidiaries shall, at any
time that the aggregate Percentage Interests that Mitsui and its Subsidiaries, collectively, own
exceeds five percent (5%) and for a period of two (2) years after the later of (x) the date upon
which Mitsui and its Subsidiaries, collectively, cease to own in excess of such five percent (5%)
and (y) the date on which MBK USA CV no longer has the right to designate a member of the Advisory
Committee, directly compete with the Partnership (as such phrase is defined in Subsection 6.6(f)
below).



(f) 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 and full-service leasing
(but not any other types of Leasing) and servicing of tractors, trailers and/or trucks to third
party users, or in acting as a dedicated contract motor carrier, in each case in the United States
of America or Canada. For the avoidance of doubt, and without implicitly agreeing that the
following activities would be subject to the provisions of Subsections 6.6(b) through 6.6(e) above,
(i) Penske Corporation and/or PTLC shall not be deemed to be in breach of Subsection 6.6(b), (ii)
GE Capital shall not be deemed to be in breach of Subsection 6.6(c), (iii) PAG shall not be deemed
to be in breach of Subsection 6.6(d) and (iv) Mitsui shall not be deemed to be in breach of
Subsection 6.6(e), in each case, by virtue of such Partner or any of its Affiliates engaging in any
of the following:



(A) contracting with, arranging for, or using any third party motor or other carriers,
delivery services or logistics providers (whether for the benefit of such Partner or any of its
Affiliates, or on behalf of any of the respective suppliers or customers of the foregoing Persons),
in each case, in connection with the delivery of raw materials, inventory, or products that, in
each case, are purchased, sold, financed or brokered, respectively, by such Partner or any of its
Affiliates or in respect of which such Person is acting as a freight forwarder;



(B) transportation of hydrocarbons, including crude oil, liquefied natural gas, liquefied
petroleum gas, compressed natural gas and oil products;



(C) conducting or operating any business primarily servicing specific infrastructure projects
in which such Partner or any of its Affiliates has investments from time to time;



(D) Leasing heavy equipment for construction or other industrial use, including dump trucks,
loader cranes and aerial work platform; and



(E) Leasing railcars, providing transportation management and transportation route planning
and other logistics services for transportation by railcars.



(g) Subsection 6.6(b) above shall cease to be applicable to any Person (other than the General
Partner and its Subsidiaries) at such time as it is no longer an Affiliate of Penske Corporation
and shall not apply to any Person (other than the General Partner and its Subsidiaries) that
purchases assets, operations or a business from Penske Corporation or one of its Affiliates, if
such Person is not an Affiliate of Penske Corporation after such transaction is consummated. For
the avoidance of doubt, Subsection 6.6(b) shall not apply to PAG or any of its Subsidiaries.



(h) Subsections 6.6(c) through 6.6(e) above shall cease to be applicable to (i) any Person at
such time as it is no longer a Subsidiary of GE Capital, PAG or Mitsui, respectively, and shall not
apply to any Person that purchases assets, operations or a business from GE Capital, PAG or Mitsui
or one of their respective Subsidiaries, if such Person is not a Subsidiary of GE Capital, PAG or
Mitsui, respectively, after such transaction is consummated.



(i) Notwithstanding the provisions of Subsections 6.6(b) through 6.6(e) above, and without
implicitly agreeing that the following activities would be subject to the provisions of Subsections
6.6(b) through 6.6(e) above, nothing in Subsections 6.6(b) through 6.6(e) above shall preclude,
prohibit or restrict a Person whose conduct is restricted under Subsections 6.6(b) through 6.6(e)
above (each a “Restricted Person”) from engaging in any manner in any (i) Financial Services
Business, (ii) Existing Business Activities, (iii) De Minimis Business or (iv) business activity
that would otherwise violate Subsections 6.6(b) through 6.6(e) above, as applicable, that is
acquired from any Person (an “After-Acquired Business”) or is carried on by any Person that is
acquired by or combined with a Restricted Person in each case after the Effective Time (an
“After-Acquired Company”); provided, that with respect to clauses (iii) and (iv), as
applicable, so long as within 18 months (or such longer period agreed to by the General Partner and
each Significant Limited Partner) after the purchase or other acquisition of the After-Acquired
Business or the After-Acquired Company or the loss by a Restricted Person of De Minimis Business
status for its otherwise violative business activities if the restriction in Subsection 6.6(b),
(c), (d) or (e) above with respect to the applicable Restricted Person has not terminated during
such period, such Restricted Person, following the extension to the Partnership of the First
Opportunity which does not result in an acquisition transaction with the Partnership, signs a
definitive agreement to dispose, and subsequently disposes of the relevant portion of the business
or securities of the After-Acquired Business or the After-Acquired Company or the otherwise
violative business activity; or at the expiration of such 18-month period (or such longer period
agreed to by the General Partner and each Significant Limited Partner) the business of the
After-Acquired Business or the After-Acquired Company or the otherwise violative business activity
complies with Subsection 6.6(b), (c), (d) or (e) above, as applicable. With respect to clauses
(iii) and (iv), as applicable, the applicable Restricted Person shall extend to the Partnership the
first opportunity to potentially acquire the relevant portion of the business or securities of the
Acquired Business or the Acquired Company or the otherwise violative business activity. The
Restricted Person and the Partnership agree to enter into good faith discussions, for a period of
ninety (90) days after the Restricted Person notifies the Partnership of the transaction
opportunity in writing, regarding the Partnership’s potential acquisition of the relevant portion
of the business or securities of the Acquired Business or the Acquired Company or the otherwise
violative business activity (the “First Opportunity”); provided, that the Partnership shall
notify the Restricted Person as soon as practicable if it is not interested in vigorously pursuing
the opportunity, which notice shall terminate the First Opportunity; provided,
further that nothing herein shall (A) require the Restricted Party to Sell to the
Partnership, or require the Partnership to acquire from the Restricted Party, the relevant portion
of the business or securities of the Acquired Business or the Acquired Company or the otherwise
violative business activity; or (B) prohibit or restrict any discussions or negotiations at any
time with third parties to acquire the relevant portion of the business or securities of the
Acquired Business or the Acquired Company. At any time following the expiration or termination of
the First Opportunity, the Restricted Party may enter into definitive agreements to Sell, or
subsequently Sell, the relevant portion of the business or securities of the Acquired Business or
the Acquired Company; provided, that, if the applicable Restricted Person is an Affiliate
of Penske Corporation, the terms and conditions of the Partnership’s potential acquisition shall be
presented to the Advisory Committee for discussion prior to the consummation of any Sale of the
relevant portion of the business or securities of the Acquired Business or the Acquired Company.



(j) Notwithstanding anything to the contrary in this Agreement, (x) any amendments,
modifications or waivers to this Section 6.6 relating to activities of any of Penske Corporation,
PTLC or any of their respective Affiliates (excluding PAG and its Subsidiaries), GE Capital or any
of its Subsidiaries or Mitsui or any of its Subsidiaries, in each case, shall be approved in
writing by the members of the Advisory Committee designated by the Partners holding a majority of
the Partnership Interests not held by such parties (or their Affiliates) seeking such amendment,
modification or waiver to this Section 6.6 (and, for greater clarity, if Penske Corporation, PTLC
or any of their respective Affiliates are seeking such amendment, modification or waiver, then PAG
and its Subsidiaries (for so long as they are Affiliates of Penske Corporation) shall be excluded
for all purposes from the determination of what constitutes such a majority), and (y) any
amendments, modifications or waivers to this Section 6.6 relating to activities of PAG or any of
its Subsidiaries shall be approved in writing by at least three (3) members of the Advisory
Committee designated by the PTLC and the Advisory Committee member designated by the GE
Representative Partner.



(k) Definitions:



(1) “Capital Markets Activity” means any activity undertaken in connection with efforts by any
Person to raise for or on behalf of any Person capital from any public or private source.



(2) “Default Recovery/Remarketing Activities” means (i) the exercise of any rights or remedies
in connection with any Capital Markets Activity, Financing, Insurance, Leasing, Other Financial
Services Activities or Securities Activity (whether such rights or remedies arise under any
agreement relating to such activity, under applicable Law or otherwise) including any foreclosure,
realization or repossession or ownership of any collateral, business assets or other security for
any Financing (including the equity in any entity or business), Insurance or Other Financial
Services Activity or any property subject to Leasing or (ii) the remarketing (including any
possession, ownership, Insurance, maintenance, transportation, shipment, storage, refurbishment,
repair, sale, offer to sale, auction, consignment, liquidation, disposal, scrapping or other
remarketing activities) of any collateral, business assets or other security for any Financing
(including the equity in any entity or business), Insurance or Other Financial Services Activity or
any property subject to Leasing.



(3) “De Minimis Business” means (a) any business activity that would otherwise violate
Subsections 6.6(b), (c), (d) or (e) above that is carried on by an After-Acquired Business or an
After-Acquired Company, but only if, at the time of such acquisition or
thereafter at the end of each Partnership Year following such acquisition, the operating revenues
(excluding non-operating revenues) derived from business that directly competes with the
Partnership (as such phrase is defined in Subsection 6.6(f) above) by such After-Acquired Business
or After-Acquired Company constitute less than $100,000,000 for the most recently completed fiscal
year preceding such acquisition or at the end of any Partnership Year following such acquisition,
or (b) any business activity conducted by Penske Corporation or any of its Affiliates (excluding
PAG and its Subsidiaries), GE Capital or any of its Subsidiaries, PAG or any of its Subsidiaries or
Mitsui or any of its Subsidiaries that constitutes Business Activities Ancillary to its principal
businesses.



(4) “Existing Business Activities” means, (i) with respect to Penske Corporation or any of its
Affiliates (excluding PAG and its Subsidiaries), any business conducted or investment held by
Penske Corporation or any of its Affiliates on the date of this Agreement, (ii) with respect to GE
Capital or any of its Subsidiaries, any business conducted or investment held by GE Capital or any
of its Subsidiaries on the date of this Agreement, (iii) with respect to PAG or any of its
Subsidiaries, any business conducted or investment held by PAG or any of its Subsidiaries on the
date of this Agreement, and (iv) with respect to Mitsui or any of its Subsidiaries, any business
conducted or investment held by Mitsui or any of its Subsidiaries on the date of this Agreement,
or, in each case, contemplated by any existing contractual arrangements applicable to Penske
Corporation or any of its Affiliates (excluding PAG and its Subsidiaries), GE Capital or any of its
Subsidiaries, PAG or any of its Subsidiaries or Mitsui or any of its Subsidiaries, as the case may
be, on the date of this Agreement. It is acknowledged and agreed that neither the business
operations conducted as of the date hereof by GE Capital Fleet Services or the commercial equipment
finance businesses of GE Capital or its predecessors, nor any reasonable expansions of such
business operations or extensions of such business operations (including by acquisition) which are
reasonably and directly related to the businesses and operations of GE Capital Fleet Services or
the commercial equipment finance businesses of GE Capital or its predecessors conducted as of the
date hereof shall be deemed to directly compete with the Partnership for purposes of this Section
6.6. In addition, it is acknowledged and agreed that the following business operations and
expansions shall not be deemed to directly compete with the Partnership for purposes of this
Section 6.6: (A) the business operations conducted as of the date hereof by Mitsui Bussan Logistics
Inc. or its Subsidiaries, and/or any reasonable expansions of such business operations or
extensions of such business (including by acquisition) which are reasonably and directly related to
the business and operations of Mitsui Bussan Logistics Inc. or its Subsidiaries conducted as of the
date hereof, (B) the business operations conducted as of the date hereof by TRI-NET(JAPAN)INC. or
its Subsidiaries, and/or any reasonable expansions of such business operations or extensions of
such business (including by acquisition) which are reasonably and directly related to the business
and operations of TRI-NET(JAPAN)INC. or its Subsidiaries conducted as of the date hereof and
(C) the business operations conducted as of the date hereof by Premier Truck Group or its
Subsidiaries, and/or any reasonable expansions of such business operations or extensions of such
business (including by acquisition) which are reasonably and directly related to the business and
operations of Premier Truck Group or its Subsidiaries conducted as of the date hereof.



(5) “Financial Services Business” means any activities undertaken principally in connection
with or in furtherance of (i) any Capital Markets Activity, (ii) Financing, (iii) Leasing (other
than Leasing activities that would constitute directly competing with the Partnership, as defined
in Subsection 6.6(f) above), (iv) Default Recovery/Remarketing Activities, (v) Other Financial
Services Activities, (vi) any Securities Activity or (vii) the sale of Insurance, the conduct of
any Insurance brokerage activities or services or the provision of Insurance advisory services,
business processes or software. Financial Services Business also includes any investment or
ownership interest in a Person through an employee benefit or pension plan.



(6) “Financing” means the making, entering into, purchase of, or participation in (including
syndication or servicing activities) (i) secured or unsecured loans, conditional sales agreements,
debt instruments or transactions of a similar nature or for similar purposes and (ii) non-voting
preferred equity investments.



(7) “Insurance” means any product or service determined to constitute insurance, assurance or
reinsurance by the Laws in effect in any jurisdiction in which the restrictions set forth in
Subsections 6.6(b) through 6.6(e) above apply.



(8) “Leasing” means the rental, leasing, or financing, in each case under operating leases,
finance leases, capital leases, synthetic leases, leveraged leases, tax-oriented leases,
non-tax-oriented leases, retail installment sales contracts, hire purchase or rental agreements, of
property, whether real, personal, tangible or intangible.



(9) “Other Financial Services Activities” means the offering, sale, distribution or provision,
directly or through any distribution system or channel, of any financial products, financial
services, asset management services, including investments on behalf of Penske Corporation or any
of its Affiliates, GE Capital or any of its Subsidiaries, PAG or any of its Subsidiaries or Mitsui
or any of its Subsidiaries purely for financial investment purposes, investments for the benefit of
third party and client accounts, credit card products or services, vendor financing and trade
payables services, back-office billing, processing, collection and administrative services or
products or services related or ancillary to any of the foregoing.



(10) “Securities Activity” means any activity, function or service (without regard to where
such activity function or service actually occurs) which, if undertaken or performed (i) in the
United States would be subject to the United States federal securities Laws or the securities Laws
of any state of the United States or (ii) outside of the United States within any other
jurisdiction in which the restrictions set forth in Subsections 6.6(b) through 6.6(e) above apply,
would be subject to any Law in any such jurisdiction governing, regulating or pertaining to the
sale, distribution or underwriting of securities or the provision of investment management,
financial advisory or similar services.



6.7 Transactions with Affiliates.



(a) Subject to Subsection 6.7(c), 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 or assets or properties sold by or to the Partner or any such Affiliates
are services, products, assets and/or properties that the General Partner reasonably believes, at
the time of requesting such services, products, assets and/or properties to be in the best
interests of the Partnership, and further provided that the rate of compensation to be paid for any
such services, products, assets and/or properties shall be comparable to the amount paid for
similar services, products, assets and/or properties under similar circumstances to independent
third parties in arm’s-length transactions, and further provided that the members of the Advisory
Committee will receive a written notice within thirty (30) 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
$15,000,000.



(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.



(c) Notwithstanding any of the foregoing provisions of this Section 6.7, the General Partner
shall not have the authority to enter into any commitment or agreement regarding, or to consummate,
any Affiliate Acquisition or series of related Affiliate Acquisitions in respect of which the
target assets, business(es) or company(ies) have an aggregate enterprise value (for the avoidance
of doubt, taking into account any direct or indirect indebtedness for borrowed money of any
acquired entity or any related assets, including any such indebtedness assumed or prepaid) in
excess of $15,000,000 without the approval of each PTLC Committee Member and each member of the
Advisory Committee that is not appointed by the Partner or Partners that are proposing to engage
(or whose Affiliate or Affiliates are proposing to engage) in any such Affiliate Acquisition with
the Partnership (or, in the absence of any such disinterested members of the Advisory Committee,
all members of the Advisory Committee).



6.8 Mitsui Participation Rights.



(a) MBK USA CV (so long as it is a Significant Limited Partner) shall have the right to
appoint a senior level management position selected by MBK USA CV and deemed as adequate by the
General Partner directly reporting to the Chief Executive Officer of the Partnership.



(b) MBK USA CV (so long as it is a Significant Limited Partner) shall have the right to send
annually a person selected by MBK USA CV to be a trainee at the Partnership (the “Mitsui Trainee”).
The Mitsui Trainee shall be assigned from time to time, at the reasonable discretion of the
General Partner, to various business units within the Partnership for the purpose of gaining a deep
understanding of the Partnership’s business practices and expanding his or her skills and knowledge
with respect to the truck leasing, rental and logistics industries so that the Mitsui Trainee may
assist MBK USA CV in identifying new opportunities to add value to the Partnership.



6.9 Exculpation. Neither the General Partner (including for purposes of this Section
6.9 any Person formerly serving as the General Partner) nor any of its Affiliates nor any of their
respective holders of partnership interests, 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) with respect to the General Partner
only, any breach by the General Partner of its obligations as a fiduciary of the Partnership or
(iii) with respect to the General Partner only, 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 or any of its Affiliates or any of
their respective holders of partnership interests, members, shareholders, officers, directors,
employees and agents, from and against any claim or liability of any nature whatsoever arising out
of or in connection with the assets or business of the Partnership, except where attributable to
the willful misconduct or bad faith of such individual or entity or where relating to a breach by
the General Partner of its obligations as a fiduciary of the Partnership or to a breach by the
General Partner of any of the terms and provisions of this Agreement.



ARTICLE 7




COMPENSATION




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



ARTICLE 8




ACCOUNTS




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



8.2 Reports, Returns and Audits.



(a) The books of account shall be closed promptly after the end of each Partnership Year. The
books and records of the Partnership shall be audited as of the end of each Partnership Year by the
Auditor. Within ninety (90) 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 quarter in each Partnership Year, the
Partnership shall deliver to PTLC and each Significant Limited Partner a written report which shall
include forecasts for the current quarter, including forecast changes in debt balances of the
Partnership.



(b) Prior to August 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 (90) days after the giving of such information letter to such Partner.



(c) The Partnership 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 income tax returns of the Partnership
(the “Returns”) for each year for which such Returns are required to be filed, and shall cause all
such Returns to be filed in a timely manner; provided however that it shall not file any Return
without first providing each Significant Limited Partner with a reasonable opportunity to review
the Return and without first obtaining the consent of the GE Representative Partner to such filing,
which consent shall not be unreasonably withheld or delayed. To the extent permitted by Law, for
purposes of preparing the Returns, the Partnership shall use the Partnership Year. Subject to
Subsection 6.5(d)(iv), 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 Code Section 754 with respect to the Partnership and any
Partnership Subsidiary that is a partnership for federal tax purposes, if requested to do so by any
Partner, without the need of approval of the Advisory Committee. Any allocation required under
Code Section 755 as a result of a Section 754 election shall be made by the General Partner acting
in good faith; provided, that any such allocation relating to or with respect to the
Partnership Interests transferred by GE Truck Leasing Holdco and GE Logistics Holdco to PAG shall
be approved by PAG, such approval not to be unreasonably withheld or delayed.



(e) The General Partner shall be the “tax matters partner” of the Partnership within the
meaning of Code Section 6231(a)(7) (as in effect prior to November 2, 2015) and shall serve in any
similar capacity under applicable Law including, as the “partnership representative” within the
meaning of that term in Code Section 6223(a) when such provision becomes applicable to the
Partnership (the “Tax Matters Partner”). In any case in which more than one Partner is eligible
under Regulations Section 301.6231(a)(7)-1(c), by reason of having been or being the General
Partner, to be designated as the Tax Matters Partner for a given taxable year (each such Partner a
“TMP Eligible Partner”), the Tax Matters Partner designated for such year shall be selected by
unanimous agreement among all such TMP Eligible Partners for such year. In the absence of unanimous
agreement, the TMP Eligible Partner that was the General Partner on the last day of such taxable
year shall be designated as the Tax Matters Partner for such taxable year. Each Significant Limited
Partner shall each be given at least fifteen (15) Business Days advance notice from the Tax Matters
Partner of the time and place of (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 or the Corresponding
Provision of any Prior Agreement. The GE Representative Partner shall have the right to
participate in, and each other Significant Limited Partner shall have the right to review (but not
participate in) the administrative proceedings and discussions described in (i) and (ii) of the
preceding sentence. 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 Code Sections 6222 through 6232 (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 (x) the approval of the GE Representative Partner, which approval will not
be unreasonably withheld or untimely delayed and (y) the review of each other Significant Limited
Partner. The Tax Matters Partner shall not make an election under section 1101(g)(4) of P.L. 114-74
without the approval of all persons that were Partners at any time in taxable years 2016 or 2017.
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 Partnership shall provide such other information as may be reasonably required for the
Partners or their Affiliates to timely comply with applicable financial reporting requirements or
their customary financial reporting practices and the Partnership shall continue to provide
substantially the same accounting assistance to the Partners or their Affiliates as the Partnership
provided to them for the 2015 Partnership Year including preparing quarterly accounting closing
schedules at the end of each quarter of the Partnership Year.



8.3 Review Rights. Without limiting the provisions of Section 6.5(f)(i) above, not
less than twenty-one (21) days prior to the presentation of the annual budget and business plan of
the Partnership Group to the Advisory Committee, the General Partner shall provide a draft thereof
to each Significant Limited Partner. During the twenty-one (21) day period prior to the
presentation of the annual budget and business plan of the Partnership Group to the Advisory
Committee, each Significant Limited Partner may review with the General Partner such annual budget
and business plan, and may propose for consideration any recommendations thereto (which may or may
not be accepted in the sole discretion of the General Partner). In addition to the foregoing, the
members of the Advisory Committee designated by each Significant Limited Partner may make any
comments to, raise any questions or make any recommendations to the annual budget and business plan
of the Partnership Group presented to the Advisory Committee at any meeting of the Advisory
Committee.



ARTICLE 9




TRANSFERS AND SALES




9.1 Transfer of Interests of General Partner and PTLC Consolidated Group.
Notwithstanding anything to the contrary contained in this Article 9 or any other provision of this
Agreement:



(a) The General Partner shall not withdraw from the Partnership or resign as General Partner
or Transfer all or any portion of its general partner Partnership Interest, except in each case (i)
as provided in Subsection 1.1(c) or (ii) with the prior written approval of each Significant
Limited Partner.



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



(c) PTL GP may not Sell all or any portion of its Partnership Interest, except in accordance
with the Holdings LLC Agreement.



(d) For so long as members of the GE Capital Consolidated Group hold in the aggregate not less
than a ten percent (10%) Percentage Interest and for two (2) years after that is no longer the
case, the PTLC Consolidated Group shall be required at all times to hold not less than a
twenty-five percent (25%) Percentage Interest.



(e) Any voluntary or involuntary sale, assignment, transfer or other disposition of, or any
creation of a lien on, any of the equity interests in Holdings or PTL GP shall be deemed to be, and
shall be treated as, a Transfer of Partnership Interests for all purposes of this Agreement;
provided that any Liens granted under the PAG Security Agreement or the PTLC
Security Agreement are authorized, and the granting of Liens on the equity interests, of Holdings
or PTL GP (but not a Foreclosure or other exercise of remedies in respect of such Liens), that are
permissible under the PAG Security Agreement or the PTLC Security Agreement, are permitted
hereunder; and provided, further, that Sections 9.1 (except for this further
proviso), 9.2 and 9.3 will not apply to any Sale of Collateral (as defined in the PAG Security
Agreement or the PTLC Security Agreement) as authorized by such agreements or to any Third-Party
Proposed Sale or Equity Offering as defined in and contemplated by Article 10 of the Holdings LLC
Agreement.



9.2 Transfer or Sale of Limited Partner Interests.



(a) Except (i) as permitted by the further provisions of this Section 9.2, (ii) as permitted
by Section 9.3, (iii) as permitted by Section 9.4, (iv) in accordance with Article 10 or (v) in
accordance with Sections 10.2 and 10.3 of the Holdings LLC Agreement, at all times subject to
Section 9.1, commencing as of the Effective Time, no Limited Partner may Transfer all or any
portion of its limited Partnership Interest to any Person.



(b) (i) Each of GE Truck Leasing Holdco and GE Tennessee may Sell all or any portion of its
limited Partnership Interests from time to time to any member or members of the GE Capital
Consolidated Group.



(ii) PTLC may Sell all or any portion of its limited Partnership Interests from time to time
to any member or members of the PAG Consolidated Group or to any member or members of the PTLC
Consolidated Group.



(iii) MBK USA CV may Sell all or any portion of its limited Partnership Interests from time to
time to any member or members of the Mitsui Consolidated Group.



(iv) PAG may Sell all or any portion of its limited Partnership Interests from time to time to
any member or members of the PAG Consolidated Group and may from time to time Sell (in the
aggregate) up to a nine and two-hundredths percent (9.02%) Percentage Interest of limited
Partnership Interests to one or more members of the PTLC Consolidated Group without complying with
Section 9.3. If PAG proposes to Sell limited Partnership Interests in excess of such aggregate
amount to one or more members of the PTLC Consolidated Group, PAG must comply with Section 9.3 with
respect to such excess amount.



(c) In the event of any Sale pursuant to Subsection 9.2(b), if the assignee in such Sale shall
cease at any time for any reason (other than as a result of a change in Generally Accepted
Accounting Principles after the Effective Time) to be a member of the GE Capital Consolidated
Group, the PTLC Consolidated Group, the PAG Consolidated Group or the Mitsui Consolidated Group, as
the case may be, then such assignee shall concurrently with ceasing to be a member of the
applicable Consolidated Group Sell such Partnership Interests to a Person that is a member of the
applicable consolidated group.



(d) Prior to and as a condition to any Sale pursuant to Subsection 9.2(b), the assignee shall
agree in writing with the Partnership to be bound by all of the terms and conditions of this
Agreement in the same manner as the assignor.



(e) 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 (the “PAG 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 its Percentage Interest as of the Effective Time in
the Partnership, as such percentage has been or may be increased other than by virtue of a Transfer
to PAG or any of its Subsidiaries of any additional Partnership Interest after the Effective Time,
unless the GE Representative Partner and PTLC agree otherwise (such portion of the limited
Partnership Interests owned by PAG and so secured or pledged being referred to herein as the “PAG
Pledged Interest”) but, for the avoidance of doubt, (x) shall not include any indirect interest
held by PAG in or through Holdings or PTL GP and (y) notwithstanding anything else herein, PAG’s
rights pursuant to this Subsection 9.2(e) shall not be Transferable to any assignee or otherwise,
unless the GE Representative Partner and PTLC agree otherwise, 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 PAG Pledged 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 this 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.



(f) MBK USA CV has, in connection with the Mitsui Co-Obligation Fee, Payment and Security
Agreement, granted a security interest (the “Mitsui Pledge”) to GE Tennessee or any Affiliate
thereof, in its share in the profits and losses of the Partnership and its rights to receive
distributions of the Partnership with respect to the portion of their limited Partnership Interests
that are pledged pursuant to the terms of the Mitsui Co-Obligation Fee, Payment and Security
Agreement as of the Effective Time (such portion of the limited Partnership Interests owned by MBK
USA CV and so secured or pledged being referred to herein as the “Mitsui Pledged Interest”).
Notwithstanding anything else herein, none of Sections 9.1, 9.2 (except this sentence) or 9.3 shall
apply to any Sale of the Mitsui Pledged Interest as authorized by the Mitsui Co-Obligation Fee,
Payment and Security Agreement.



9.3 Right of First Offer.



(a) No Partner shall Transfer all or any portion of such Partner’s Partnership Interest except
(i) as permitted by Section 9.2, (ii) as further permitted in this Section 9.3, (iii) as permitted
by Section 9.4, (iv) in accordance with Article 10 or (v) in accordance with Sections 10.2 and 10.3
of the Holdings LLC Agreement, at all times subject to Section 9.1, and, for avoidance of doubt,
Subsection 1.1(c).



(b) For purposes of this Section 9.3, members of the GE Capital Consolidated Group, members of
the PTLC Consolidated Group, members of the PAG Consolidated Group and members of the Mitsui
Consolidated Group shall each be deemed a single Partner.



(c) No Partner may Sell all or any portion of its Partnership Interest, unless (i) such
portion of its Partnership Interest constitutes a Percentage Interest of at least five percent (5%)
unless such Partner is selling all of its then-held Partnership Interests, taken as a whole,
immediately prior to the consummation of such Sale and (ii) the consideration for such Sale
consists solely of cash and/or a promissory note; provided, however, that if a
promissory note shall form a portion of the consideration being offered by a third-party offeror,
such note must (A) be issued by the party which proposes to acquire the Partnership Interest, (B)
bear an interest rate not less than the then-current market rate for a note of such
creditworthiness, terms and conditions and tenor and (iii) not represent more than fifty percent
(50%) of the total amount of the consideration being offered for such Partnership Interest. In the
event that (I) a Partner (other than (i) PTL GP or (ii) PTLC, in each case with respect to its
general partner Partnership Interest), proposes to Sell all or any portion of its Partnership
Interest (an “Initiated Offer”), or (II) a Partner shall have received an offer from a third party
to acquire such Partner’s Partnership Interest (or such portion thereof) that the Partner proposes
to accept (a “Third-Party Proposed Sale”), 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 Sale, and, in the case of a Third-Party Proposed Sale, have
attached to it a copy of such third party’s written offer to purchase) to sell its Partnership
Interest (or such portion thereof) (individually or collectively, the “Offered Interest”) to the
other Partners other than PTL GP (the “Offeree Partners”) at the price and on the other financial
terms specified in the Offer and on substantially the same terms (other than price and the other
financial terms) as are set forth in the Agreement of Purchase and Sale dated as of July 27, 2016
pursuant to which PAG purchased an additional Partnership Interest from GE Truck Leasing Holdco and
GE Logistics Holdco. A copy of such Offer shall also be provided to the General Partner at the same
time as it is provided to the other Partners.



(d) Within sixty (60) days (or such longer period as the Offering Partner and the Offeree
Partners may agree) after the date of the Offer each Offeree Partner must provide notice to the
Offering Partner and the General Partner (the “Response Notice”) that such Offeree Partner either
(1) agrees to purchase its proportion, based on its Percentage Interests relative to the aggregate
Percentage Interests held by all Offeree Partners (taking into account the interests held
indirectly through PTL GP), of the Offered Interest at the offering price and on the other terms
set forth in the Offer or at such other price and on such other terms as the Partners may agree or
(2) declines to accept the Offer; provided that, if the Offering Partner is also proposing
to Sell Member Interests concurrently to the same purchaser or affiliated group of purchasers, each
Offeree Partner must either (x) agree to purchase its proportion of Member Interests and
Partnership Interests, collectively, based on its Percentage Interest relative to the aggregate
Percentage Interests held by all Offeree Partners for Partnership Interests as of the date of the
Offer (taking into account the interests held indirectly through PTL GP), or (y) decline to accept
the Offer for the offered Partnership Interests and Member Interests collectively, and the terms
“Offer” and “Offered Interest” shall be deemed to include such offered Partnership Interests and
Member Interests collectively.



(e) If the Response Notices of the Offeree Partners constitute an acceptance, collectively,
for the entire Offered Interest, the parties will consummate the Sale of the Offered Interest at
the time and in the manner set forth in Subsections 9.3(g) and 9.5(a). Unless otherwise agreed by
the accepting Offeree Partners (the “Accepting Partners”), the right to purchase the Offered
Interest will be allocated among the Offeree Partners pro rata based on the relative Percentage
Interests held by all Offeree Partners for Partnership Interests as of the date of the Offer. If
the Response Notices of the Offeree Partners do not constitute an acceptance, collectively, for the
entire Offered Interest, then at the end of the sixty (60) day period (as it may be extended
pursuant to Subsection 9.3(d) above) (or, if earlier, when all Response Notices have been received)
set forth in Subsection 9.3(d), the Offering Partner shall provide written notice to the Accepting
Partners pursuant to which the Accepting Partners shall have the option to elect to purchase, for a
period of thirty (30) days following the date of such notice, all (but not less than all) of the
portion of the Offered Interest that the non-Accepting Partners did not elect to purchase, in
proportion to the relative Percentage Interests (disregarding the Percentage Interests of the
non-Accepting Partners) of such Accepting Partners (or on such other basis as the Accepting
Partners determine) and on substantially the same terms and conditions described in Subsection
9.3(c).



(f) If (i) none of the Offeree Partners delivers a Response Notice (or the Offeree Partners
otherwise decline to purchase all of the Offered Interest) within the sixty (60) day period (as it
may be extended pursuant to Subsection 9.3(d) above) set forth in Subsection 9.3(d) or (ii) after
the end of the thirty (30) day period set forth in Subsection 9.3(e), the Accepting Partners have
not elected to purchase all of the Offered Interest, then in each case the Offeree Partners will be
deemed to have declined to exercise their rights under this Section 9.3 and the Offering Partner
shall, with respect to the Offered Interest only, have the right, if an Initiated Offer, to, at the
Offering Partner’s sole expense, not violative of Law or Section 9.5(b), launch a confidential
marketing process (which may include the engagement of financial advisors and other advisors to
conduct a customary auction sale process in which potential buyers are required to enter into
confidentiality agreements contemplated by clause (e) of Section 6.4(i)), and, if an Initiated
Offer or a Third-Party Proposed Sale, enter into negotiations with a third party or enter into a
definitive agreement, to Sell 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 in the aggregate to the Offering
Partner than as set forth in the Offer (other than those representations, warranties, covenants,
indemnities and other agreements customary for similar transactions) for a period of one hundred
eighty (180) days, which period may be extended as agreed upon by the Offering Partner and the
Offeree Partners.



(g) If an Offeree Partner or Partners shall have accepted the Offer in accordance with
Subsections 9.3(d) and (e), then the Offering Partner shall Sell the Offered Interest to the
Accepting Partners (or to such nominees of the Accepting Partners as the Accepting Partners may
specify in writing to the Offering Partner not less than three (3) Business Days prior to the
closing of such purchase and Sale) and the Sale of the Offered Interest to the Accepting Partners
(or such nominees, as the case may be) shall be consummated within ninety (90) days thereafter,
which period shall if all other conditions to closing have been satisfied except for required
regulatory approvals (and those conditions that by their terms are to be satisfied at closing), be
extended, unless the Offering Partner and the Accepting Partners otherwise agree in writing, for as
long as reasonably necessary in order to obtain such regulatory approvals (until such time as it is
determined that such approvals will not be obtained), at the principal office of the Partnership or
such other location as the Offering Partner and the Accepting Partners (or their nominees) may
agree, at which time the Offering Partner shall Sell to the Accepting Partners (or their nominees)
the Offered Interest, free and clear of all Liens, claims, options to purchase and other
restrictions of any nature whatsoever, except those set forth in this Agreement, against payment in
cash of the purchase price therefor; provided, however, that in the event that the
Accepting Partners (or their nominees) 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(c) above) a promissory note, then the Accepting Partners (or their
nominees) 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.



(h) In the event that any proposed Sale of a Partnership Interest to a third party shall not
have been consummated within the 90 days after the execution of the underlying definitive agreement
referred to in Subsection 9.3(f) (which period shall, if all other conditions to closing have been
satisfied except for required regulatory approvals (and those conditions that by their terms are to
be satisfied at closing), automatically be extended for as long as reasonably necessary in order to
obtain such regulatory approvals (until such time as it is determined that such approvals will not
be obtained), any such proposed Sale, or any further proposed Sale, of such Partnership Interest
shall again be subject to the provisions of this Section 9.3.



(i) Upon any Sale or exchange by PTLC and/or any of its Affiliates (other than PAG and its
Subsidiaries) of one hundred percent (100%) of the Partnership Interest then held by PTLC and its
Affiliates (other than PAG and its Subsidiaries), whether to the GE Representative Partner or any
of its Affiliates or to one or more third parties, GE Tennessee (or an assignee of Partnership
Interests held at the Effective Time by members of the GE Capital Consolidated Group which assignee
shall have assumed the obligations under this Subsection 9.3(i)) shall pay or cause to be paid to
PTLC, 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 PTLC and/or such Affiliates, as the
case may be, in respect of such Sale or exchange, 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 or exchange takes place, applied to such transaction, on the excess of (A) the
gain recognized by PTLC and/or such Affiliates upon such Sale or exchange over (B) the excess of
(1) the aggregate amount of the losses and deductions allocated to PTLC and/or any of such
Affiliates from the inception of the Partnership through the date of such Sale or exchange pursuant
to Section 5.2, 5.3, 5.4 and 5.6 of this Agreement or the Corresponding Provisions of any Prior
Agreement over (2) the aggregate amount of the income and gains allocated to PTLC and/or any of its
Affiliates from the date of inception of the Partnership through the date of such Sale or exchange
pursuant to Sections 5.2, 5.3, 5.4 and 5.6 of this Agreement or the Corresponding Provisions of any
Prior 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 or exchange, (x) both the Net
Losses and the gain recognized by PTLC and/or its Affiliates upon such Sale or exchange shall be
deemed to have arisen in the same taxable year, and (y) all losses, deductions and credits
allocated to PTLC and/or its Affiliate under Sections 5.2, 5.3, 5.4 and 5.6 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 PTLC and shall be
confirmed in writing to GE Tennessee (or the assuming assignee as aforesaid) by the Auditor before
any payment shall be required to be made by or on behalf of GE Tennessee (or such assignee) under
this Subsection 9.3(i).



(j) Notwithstanding anything to the contrary set forth in this Section 9.3, (i) the provisions
of this Section 9.3 shall not restrict or otherwise apply to the Sale of Partnership Interests (x)
effected pursuant to the IPO or (y) after the IPO that are effected pursuant to (I) a public
offering under an effective registration statement or (II) Rule 144 under the Securities Act and
(ii) no Transfer permitted under this Section 9.3 shall be offered or consummated in the absence of
an effective registration statement covering the applicable Partnership Interest under the
Securities Act, unless such Transfer is exempt from registration under the Securities Act.



9.4 Certain Changes of Control.



(a) If (i) Penske Corporation, at any time and for any reason, either (A) ceases to own,
directly or indirectly, at least fifty-one percent (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 Exchange Act, Penske Corporation and/or its Affiliates by
vote of their own shares and shares for which they have obtained proxies from other shareholders,
is 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 Exchange 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) ceases to own, directly or indirectly, at least twenty-five
percent (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,
ceases to own, directly or indirectly, and have voting control over at least eighty percent (80%)
of the outstanding common stock or other voting securities of the PTLC Consolidated Group member,
or members on an aggregate basis, then holding Partnership Interests (excluding PTL GP and Holdings
from the PTLC Consolidated Group for this determination), then each Significant Limited Partner
shall have the right, but not the obligation (which right shall expire ninety (90) days after the
date on which PTLC gives the notice referred to in the last sentence of this Subsection 9.4(a)), to
deliver an IPO Notice under Subsection 10.4(a). PTLC shall give prompt written notice to the other
Partners of the occurrence of any of the events specified in clauses (i)(A), (i)(B) or (ii) of this
Subsection 9.4(a).



(b) In the event that any Penske Partner proposes to Transfer any portion of such Penske
Partner’s Partnership Interest and, after giving effect to such Transfer (and any related series of
Transfers by any Penske Partners) the Penske Partners and the MBK USA CV cease to own, collectively
(directly or indirectly), more than a fifty percent (50%) Percentage Interest (the “Triggering
Transfer”), then in connection with such Triggering Transfer, each of MBK USA CV and the GE
Partners will have the right to require the Transferring Penske Partner to cause the proposed
transferee to purchase from MBK USA CV or the GE Partners (as applicable) a portion of the
Partnership Interests of MBK USA CV or the GE Partners (as applicable) equal to (i) the Percentage
Interest that MBK USA CV or the GE Partners (as applicable), directly or indirectly, own prior to
giving effect to such transfer multiplied by (ii) the Partnership Interests being purchased
in total, at the same purchase price and on the same terms and conditions as those applicable to
the Transferring Penske Partner. Notwithstanding the foregoing, any Transfer of Partnership
Interests in an IPO or any public offering after an IPO shall not constitute a Triggering Transfer.



9.5 Certain General Provisions.



(a) Any amounts payable in cash by any party pursuant to Section 9.3 or Section 9.4 shall be
effected by means of wire transfer of immediately available funds to such account or accounts in
the United States as the payee shall specify not less than one (1) Business Day prior to the date
on which such payment is to occur.



(b) Notwithstanding anything to the contrary set forth in Subsection 9.2, 9.3 or 9.4, in the
event that the acquisition by a Person of a Partnership Interest pursuant to any such provision
would result in the Partnership ceasing to enjoy the status of a limited partnership under Delaware
Law, then such Person shall not effect such acquisition, but such Person may affect the acquisition
through an Affiliate of such Person or member of such Person’s consolidated group if such
acquisition eliminates the cessation of the Partnership’s enjoying the status of a limited
partnership under Delaware Law.



(c) 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, upon or after the
completion of any Transfer of any Partnership Interest, under Delaware Law.



(d) Notwithstanding anything to the contrary in this Agreement, in the event of the
consummation of any Sale by any GE Partner of all or any portion of its Partnership Interests in
accordance with this Article 9, the transferring GE Partner may Sell to the same third party (A)
the rights of the GE Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and
replace a member of the Advisory Committee that it is then entitled to so designate and replace or
(B) the rights to designate and replace the GE Representative Partner under Section 6.4(e),
provided that such Sale is accompanied by the Sale to the same third party of the right of the GE
Representative Partner under Subsections 6.4(a) and 6.4(e) to designate and replace a member of the
Advisory Committee. For the avoidance of doubt, the GE Representative Partner may Sell its right to
designate and replace a member of the Advisory Committee to another member of the GE Capital
Consolidated Group, subject to Subsection 9.2(d).



(e) Any transferee of a Partnership Interest that (i) acquires a Percentage Interest of at
least ten percent (10%), (ii) has the right to designate and replace a member of the Advisory
Committee pursuant to this Agreement or (iii) has the right to direct the vote of a member of the
Advisory Committee shall be required to enter into a noncompetition covenant on substantially the
same terms as the restrictions set forth in Section 6.6.



(f) Notwithstanding anything to the contrary set forth in this Agreement, in the event of any
Sale of a Partnership Interest permitted by this Agreement, the transferor Partner shall not cease
to be a Partner or be deemed to have withdrawn as a Partner, until the transferee of such
Partnership Interest shall have been admitted as a Partner pursuant to Section 9.10 below.



9.6 Allocation of Profits, Losses and Distributions Subsequent to Sale. All Profits,
Losses, or any other items of income, gain, loss, deduction, or credit of the Partnership
attributable to any Partnership Interest acquired by reason of any Sale of such Partnership
Interest (i) that are allocable, in accordance with Subsection 5.5(c) to the portion of the
Partnership Year ending on the effective date of the Sale shall be allocated, and any distributions
made with respect thereto shall be distributed, to the transferor, and (ii) that are allocable, in
accordance with Subsection 5.5(c), to subsequent periods shall be allocated, and any distributions
made with respect thereto shall be distributed, to the transferee. Notwithstanding anything to the
contrary in this Agreement, (x) PAG (or its successors or assigns) shall be entitled to receive
(and the Partnership shall pay directly to it (or its successors or assigns)) in respect of the
Percentage Interest acquired by PAG as referred to in Subsection 1.1(b), all distributions made
pursuant to Section 5.1 from and after the Effective Time, (y) GE Capital Memco, LLC, a Delaware
limited liability company and a former Limited Partner of the Partnership (or its successors or
assigns) shall be entitled to receive (and the Partnership shall pay directly to it (or its
successors or assigns)), in respect of the Percentage Interest held by it prior to March 18, 2015,
all distributions made pursuant to Subsection 5.1(b) for the 2014 Subject Year payable in respect
of such Percentage Interest, and (z) MBK USA CV (or its successors or assigns) shall be entitled to
receive, in respect of its Percentage Interest, all distributions for the 2015 Subject Year that
were unpaid as of March 18, 2015, if any, and any future distributions in respect of any prior
Subject Year other than distributions made pursuant to Subsection 5.1(b) for the 2014 Subject Year.



9.7 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
Partnership 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 9.10 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.



9.8 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 Sale 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 Sale shall become
effective for purposes of this Agreement.



9.9 Transferee’s Rights. Any purported Transfer of a Partnership Interest which is
not in compliance with this Agreement shall be null and void and of no force or effect whatsoever.
A permitted transferee of any Partnership Interest pursuant to Section 9.1, 9.2, 9.3, 9.4 or 9.7
hereof shall be entitled to receive, in accordance with Section 9.6, allocations of Profits,
Losses, or other items of income, gain, loss, deduction, or credit of the Partnership attributable
to such Partnership Interest and allocable to periods after the effective date of the Sale, and
distributions of cash or other property from the Partnership made with respect to periods after the
effective date of the Sale, subject, in each case, to the last sentence of Section 9.6, but shall
not become a Partner unless and until admitted pursuant to Section 9.10 hereof.



9.10 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 Sale, in a form reasonably
acceptable to the General Partner, and either a copy of this Agreement duly executed by the
transferee or an instrument of assumption in form and substance reasonably 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 Sale and admission.



The effective date of an admission of an assignee 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.



9.11 Change of Control Rights. In addition to any other approval required under the
Act, any Change of Control of the Partnership (excluding, for the avoidance of doubt, the changes
contemplated by Subsection 1.1(c)) shall be subject to approval by each Significant Limited
Partner.



ARTICLE 10




EXIT/ IPO RIGHT




10.1 IPO Notice.



(a) On or after December 31, 2017, and on or prior to December 31, 2024, any Exercising
Partner will have the right to deliver a written demand to the General Partner and the other
Partners that an IPO be effected in accordance with the provisions of this Article 10 (the “IPO
Notice”) and, if applicable, to effect the registration of all or any portion of the Exercising
Partner’s Securities (which may include any of such Partner’s Affiliates identified in such IPO
Notice) in such IPO. Except as expressly provided below, each of the other Partners agrees to use
all reasonable best efforts to effect such IPO. Upon receipt of such IPO Notice, promptly and in
any event within the sixty (60) day period thereafter, the Exercising Partner and the
Non-Exercising Partner (and their respective advisors) will meet from time to time at mutually
agreeable times and locations to attempt to decide jointly in good faith on an appropriate
transaction structure for such IPO. In such meetings, the Exercising Partner and the Non-Exercising
Partner (and their respective advisors) will review, analyze and discuss the economic and tax
impacts of potential transaction structures and will consider an “Up-C” transaction structure and
appropriate opinion(s) (if any) of a nationally recognized law firm or accounting firm with respect
to potential transaction structures. In addition to the foregoing, the Exercising Partner and the
Non-Exercising Partner shall consult with each other Significant Limited Partner regarding the
structuring of any IPO and shall consider in good faith any suggestions of such Partners in
connection therewith.



(b) If the Exercising Partner, the Non-Exercising Partner and the other Significant Limited
Partners are unable to agree on a transaction structure for such IPO within such sixty (60) day
period (or such longer period as they may mutually agree), the Exercising Partner will have the
right, within the thirty (30) day period following such sixty (60) day period, to deliver a written
demand to the General Partner and the other Partners that such IPO shall utilize the transaction
structure set forth in such notice (the “IPO Demand Notice”). Within sixty (60) days thereafter,
the Non-Exercising Partner will have the right to object to such IPO Demand Notice by delivering a
written notice to such effect to the Exercising Partner and the other Partners based solely on the
Non-Exercising Partner’s conclusion that the consummation of such IPO (utilizing the transaction
structure set forth in the IPO Demand Notice) could be reasonably expected to result in material
adverse tax impacts on the Non-Exercising Partner or its Parent Company as well as the basis for
such objection (with such basis set forth in reasonable detail in writing if practicable) (the “IPO
Rebuttal”). If an IPO Rebuttal is received, for the thirty (30) day period following receipt
thereof, the Exercising Partner will have the opportunity to (i) object to such IPO Rebuttal on the
basis that the proposed transaction structure set forth therein would not constitute such a
material adverse tax impact and/or (ii) propose an alternate transaction structure(s) for the IPO
that would not result in material adverse tax impacts on the Non-Exercising Partner or its Parent
Company (the “Alternative Structure” or “Alternative Structures”). If a valid Alternative Structure
is proposed within such thirty (30) day period (or such longer period as the Exercising Partner and
the Non-Exercising Partner may mutually agree), then the IPO Consummation Obligation will continue
by utilizing such Alternative Structure, provided that the Alternative Structure would not have
material adverse tax impacts on the Non-Exercising Partner or its Parent Company. The Partners
hereby agree that in no event will indemnification be required for any potential adverse tax
impacts arising in connection with the consummation of an IPO or the utilization of any transaction
structure.



(c) Subject to Subsections 10.1(a) and 10.1(b), commencing one year from the date of the
initial IPO Notice, the General Partner and the Partnership shall take all reasonable best efforts
to pursue an IPO to be consummated as soon as practicable thereafter (the “IPO Consummation
Obligation”). The time period for commencement or consummation of the IPO pursuant to the IPO
Consummation Obligation may be delayed upon receipt of a manually signed approval of a duly
authorized officer of the Exercising Partner to such effect.



(d) If an IPO is consummated pursuant to this Section 10.1, all of the Partners shall have the
right to participate pro rata in such IPO in accordance with their respective Percentage Interests.
Notwithstanding the immediately preceding sentence, if the IPO is consummated on or before June 18,
2019 (i.e., the date of maturity of the Company Bonds (as defined in the Holdings LLC Agreement)),
or on a later date on which the Company Bonds continue to be outstanding, and the GE Partners, MBK
USA CV, PTLC or PAG desire to participate as selling equityholders in the IPO (the “Selling
Interests”), then, with respect to the Selling Interests, the GE Partners, MBK USA CV, PTLC and PAG
will have the right to demand that the Partnership give first priority to:  (i) in the case of
PTLC, Partnership Interests held by PTLC with a value of up to $287,560,000, (ii) in the case of
PAG, Partnership Interests held by PAG with a value of up to $63,140,000, (iii) in the case of the
GE Partners, Partnership Interests held by the GE Partners with a value of up to the GE Priority
Amount, and (iv) in the case of MBK USA CV, Partnership Interests held by MBK USA CV with a value
of up to the Mitsui Priority Amount.



(e) For the avoidance of doubt, the transactions contemplated by this Section 10.1 shall not
be subject to Sections 9.2 and 9.3.



(f) In the event that an IPO is abandoned or otherwise not consummated pursuant to this
Section 10.1, and a transaction structure proposed for such IPO had been subject to the review and
discussion process in Subsections 10.1(a) and 10.1(b), during which it was agreed or determined
that such transaction structure would not have material adverse tax impacts on the Non-Exercising
Partner or its Parent Company (an “Approved IPO Structure”), either Exercising Partner will have
the right to deliver an IPO Notice with respect to such Approved IPO Structure and the
Non-Exercising Partner will have the right, within the sixty (60) day period following the delivery
of such IPO Notice, to deliver an IPO Rebuttal based solely on its conclusion that such Approved
IPO Structure could reasonably be expected to result in material adverse tax impacts on the
Non-Exercising Partner or its Parent Company when compared to the tax impacts existing at the time
such transaction structure was previously determined not to have material adverse tax impacts on
the Non-Exercising Partner or its Parent Company. If such IPO Rebuttal is delivered, then the
Exercising Partner and the Non-Exercising Partner shall then follow the procedures set forth in
Subsection 10.1(b) with respect to such IPO Notice. If no such IPO Rebuttal is timely delivered to
the Exercising Partner, then the IPO Consummation Obligation will continue by utilizing such
Approved IPO Structure.



(g) In the event that an IPO is abandoned or otherwise not consummated pursuant to this
Section 10.1, and (i) the last transaction structure proposed by the Exercising Partner and
discussed under Subsections 10.1(a) and (b) would have had material adverse tax impacts on the
Non-Exercising Partner or its Parent Company, (ii) an Approved IPO Structure did not exist, or
(iii) the Exercising Partner desires to pursue a transaction other than an Approved IPO Structure,
then, notwithstanding the first sentence of Subsection 10.1(a), neither the Exercising Partner nor
the non-Exercising Partner will have the right to deliver a new IPO Notice until on or after the
first anniversary of the date of the most recent IPO Notice. Such IPO Notice will be subject to the
process set forth in Subsections 10.1(a) and 10.1(b), except that the sixty (60) day periods
therein shall be thirty (30) day periods for any such subsequent IPO Notice.



(h) No Exercising Partner shall have the right to deliver an IPO Notice pursuant to
Subsections 10.4(a) or 10.4(b) during the pendency of discussions pursuant to this Section 10.1 or
Section 10.4 concerning a previously delivered IPO Notice.



(i) For the avoidance of doubt, the Exercising Partner, the Non-Exercising Partner, MBK USA CV
and PAG agree that in connection with any IPO, such Partners shall agree on a mutually acceptable
structure therefor, including by making amendments to this Agreement to reflect appropriate
governance rights for the Partners in a public company structure at such time; provided, however,
that any such governance rights included in this Agreement at the time of such IPO shall not be
materially and disproportionately detrimental to MBK USA CV and PAG relative to the other Limited
Partners (taking into account the Percentage Interests held by the Limited Partners).



10.2 Partnership Restructuring in connection with IPO. Subject to Subsection 10.1(a),
commencing one year from the date of receipt of the IPO Notice by the General Partner, the Partners
shall meet to discuss restructuring the Partnership in order to effect an IPO with the most
favorable tax treatment possible (currently expected to be an “Up-C” transaction structure) and
each of the General Partner and each Limited Partner shall use reasonable best efforts to devise
and effect such restructuring.



10.3 IPO Alternative. Upon receipt of the IPO Notice, the GE Partners or Penske
Partners, as applicable, will have the option to simultaneously seek a purchaser of the Partnership
Interests and Member Interests held by the Exercising Partner. If such interests are not purchased
pursuant to a purchase agreement executed and delivered to the Partnership by another Person at a
price acceptable to the Exercising Partner(s) in its sole discretion by the first anniversary of
the date of the IPO Notice, then the Exercising Partner or other Partners will have the right to
participate in the IPO in accordance with the Registration Rights Agreement. Any Sale of
Partnership Interests pursuant to this Section 10.3 shall not be subject to the provisions of
Article 9.



10.4 Other IPO Rights.



(a) Change of Control IPO. Each Significant Limited Partner shall have the right, to
the extent provided in Subsection 9.4(a), to deliver an IPO Notice to the General Partner and the
other Partners.



(i) If any Significant Limited Partner delivers an IPO Notice prior to December 31, 2019
pursuant to this Subsection 10.4(a), the IPO will be effected in accordance with the procedures set
forth in Section 10.1 and the GE Representative Partner shall be deemed to be the Exercising
Partner and PTLC shall be deemed to be the Non-Exercising Partner.



(ii) If any Significant Limited Partner delivers an IPO Notice on or after December 31, 2019
pursuant to this Subsection 10.4(a), the IPO will be effected in accordance with the procedures set
forth in this Section 10.4 and, for the sake of clarity, there shall be no Exercising Partner or
Non-Exercising Partner.



(b) Post-2025 IPO. PTLC and each Significant Limited Partner shall have the right,
after December 31, 2024, to deliver an IPO Notice to the General Partner and the other Partners. If
an IPO Notice is delivered pursuant to this Subsection 10.4(b), the IPO will be effected in
accordance with the procedures set forth in this Section 10.4 and, for the sake of clarity, there
shall be no Exercising Partner or Non-Exercising Partner.



(c) Upon receipt by the General Partner of an IPO Notice delivered pursuant to Subsection
10.4(a)(ii) or 10.4(b), each of the Partners shall use commercially reasonable efforts to effect an
IPO as soon as reasonably practicable thereafter, subject to this Section 10.4. No Partner shall
have the right to deliver an IPO Notice pursuant to Subsections 10.4(a) or 10.4(b) during the
pendency of discussions pursuant to Section 10.1 or this Section 10.4 concerning a previously
delivered IPO Notice.



(d) In the event of an IPO Notice delivered pursuant to Subsection 10.4(a)(ii) or 10.4(b), the
General Partner shall have the right to determine the appropriate transaction structure for such
IPO after considering the economic and tax impacts of potential transactions structures, including
an “Up-C” transaction. The General Partner shall consult with each other Significant Limited
Partner regarding the structuring of any IPO and shall consider in good faith any suggestions of
such Partners in connection therewith.



(e) The provisions of Subsections 10.1(d) and 10.1(e) shall apply to an IPO pursuant to this
Section 10.4.



(f) The Partner delivering an IPO Notice pursuant to Subsection 10.4(a)(ii) or Subsection
10.4(b) may at any time withdraw such notice by notice to the General Partner and each other
Significant Limited Partner, upon which the obligations of the General Partner to effect such IPO
shall be terminated unless, within ten (10) Business Days thereafter, another Significant Limited
Partner delivers an IPO Notice.



(g) In effecting an IPO pursuant to this Section 10.4, the Partners shall make appropriate
amendments to this Agreement and otherwise facilitate such IPO; provided, that no Partner
shall be required to agree to any amendment or to take any other action that is materially and
disproportionately detrimental to such Partner relative to the other Limited Partners.



ARTICLE 11




DISSOLUTION




11.1 Events of Dissolution. The Partnership shall continue until December 31, 2035,
or such later date as PTLC and each Significant Limited Partner may agree, unless 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;



(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, except as
contemplated by Section 1.1 (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 ninety (90) days
after such Event of Withdrawal all the Limited Partners then holding a majority of the Partnership
Interests (exclusive of any Partnership Interest then held by members of the PTLC Consolidated
Group) agree in writing to continue the business of the Partnership and to the appointment,
effective as of the occurrence of such Event of Withdrawal, of one or more successor general
partners of the Partnership, each of whom is hereby authorized to continue the business of the
Partnership; or



(c) such earlier date as PTLC and each Significant Limited Partner elect.



11.2 Final Accounting. Upon the dissolution of the Partnership and the failure to
continue the Partnership as provided in Section 11.1 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.



11.3 Liquidation. Upon the dissolution of the Partnership and the failure to continue
the Partnership as provided in Section 11.1 hereof, the General Partner or, if there is no General
Partner, a person approved by PTLC and each Significant Limited Partner, 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.



11.4 Cancellation of Certificate. Upon the completion of the distribution of
Partnership assets as provided in Section 11.3 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 12




INVESTMENT REPRESENTATIONS




12.1 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.



12.2 Investment Restriction. Each Partner recognizes that (a) the limited partner
interests in the Partnership have not been registered under the Securities Act in reliance upon an
exemption from such registration, and agrees that it will not Transfer 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 offer or Transfer is exempt from
registration for any proposed sale, and (ii) except in compliance with all applicable provisions of
this Agreement, and (b) the restrictions on transfer imposed by this Agreement may severely affect
the liquidity of an investment in limited partner interests in the Partnership.



ARTICLE 13




NOTICES




13.1 Method of Notice. Any notice or request hereunder may be given to any Partner at
their respective addresses/ numbers set forth below or at such other address/ number as may
hereafter be specified in a notice designated as a notice of change of address under this Section.
Any notice or request hereunder may be given by (a) hand delivery, (b) overnight courier, (c)
registered or certified mail, return receipt requested, or (d) electronic transmission or facsimile
(or such other e-mail address or number as may hereafter be specified in a notice designated as a
notice of change of address), with electronic confirmation of its receipt and subsequently
confirmed by registered or certified mail or overnight courier. Any notice or other communication
required or permitted pursuant to this Agreement shall be deemed given (i) when personally
delivered to any officer of the party to whom it is addressed, (ii) on the earlier of actual
receipt thereof or five (5) Business Days following posting thereof by certified or registered
mail, postage prepaid, (iii) upon actual receipt thereof when sent by a recognized overnight
delivery service or (iv) upon actual receipt thereof when sent by electronic transmission or by
facsimile to the address or number set forth below with electronic confirmation of its receipt, in
each case, addressed to each party at its address set forth below or at such other address as has
been furnished in writing by a party to the other by like notice, provided, that in order for an
electronic transmission to constitute proper notice hereunder, such electronic transmission must
specifically reference this Section 13.1 and state that it is intended to constitute notice
hereunder:




	 	(1)	 	If to PTLC at: Penske Truck Leasing Corporation





	 	 	 
	2675 Morgantown Road

Reading, Pennsylvania 19607

	 	



	Attention: Senior Vice President — General Counsel

	Facsimile: 610-775-6330

	 	

	E-mail Address: david.battisti@penske.com

	with a copy to:

	 	Penske Truck Leasing Corporation






	 	 	 
	2675 Morgantown Road

	 	

	Reading, Pennsylvania 19607

	Attention: Senior Vice President — Finance

	Facsimile: 610-775-5064

	 	

	E-mail Address: tom.janowicz@penske.com

	and a copy to

	 	Penske Corporation






	 	 	 	 	 	 	 
	 	 	 	 	2555 Telegraph Road

Bloomfield Hills, MI 48302

	 	



	 	 	 	 	Attention: Executive Vice President and General Counsel

	 	 	 	 	Facsimile: 248-648-2135

	 	

	 	 	 	 	E-mail Address: larry.bluth@penskecorp.com

	 	(2	)	 	If to PTL GP at:

	 	c/o Penske Truck Leasing Corporation






	 	 	 
	2675 Morgantown Road

Reading, Pennsylvania 19607

	 	



	Attention: Senior Vice President — General Counsel

	Facsimile: 610-775-6330

	 	

	E-mail Address: david.battisti@penske.com

	with a copy to:

	 	c/o Penske Truck Leasing Corporation






	 	 	 
	2675 Morgantown Road

	 	

	Reading, Pennsylvania 19607

	Attention: Senior Vice President — Finance

	Facsimile: 610-775-5064

	 	

	E-mail Address: tom.janowicz@penske.com

	and a copy to

	 	Penske Corporation






	 	 	 	 	 	 	 
	 	 	 	 	2555 Telegraph Road

Bloomfield Hills, MI 48302

	 	



	 	 	 	 	Attention: Executive Vice President and General Counsel

	 	 	 	 	Facsimile: 248-648-2135

	 	

	 	 	 	 	E-mail Address: larry.bluth@penskecorp.com

	 	(3	)	 	If to PAG at:

	 	Penske Automotive Group, Inc.






	 	 	 
	2555 Telegraph Road

	 	

	Bloomfield Hills, Michigan 48302

	Attention: General Counsel

Facsimile: 248-648-2515

	 	



	E-mail Address: sspradlin@penskeautomotive.com

	with a copy to:

	 	Penske Automotive Group, Inc.






	 	 	 	 	 	 	 
	 	 	 	 	2555 Telegraph Road

	 	

	 	 	 	 	Bloomfield Hills, Michigan 48302

	 	 	 	 	Attention: Chief Financial Officer

	 	 	 	 	Facsimile: 248-648-2515

	 	

	 	 	 	 	E-mail Address: jcarlson@penskeautomotive.com

	 	(4	)	 	If to GE Truck Leasing

Leasing Holdco at:

	 	GE Capital Truck Leasing Holding LLC

GE Capital Truck Leasing Holding LLC






	 	 	 
	c/o GE Capital Global Holdings, LLC

	901 Main Avenue, 6th Floor

	Norwalk, Connecticut 06851

	 	

	Attention: Executive Counsel – Mergers & Acquisitions

	Facsimile: (203) 286-2181

Email:mark.landis@ge.com

with a copy to

	 	



Weil Gotshal & Manges, LLP







767 Fifth Avenue


New York, New York 10153


Attention: Jon-Paul Bernard


Facsimile: (212) 310-8007


Email: jon-paul.bernard@weil.com




	 	(5)	 	If to GE Tennessee at: General Electric Credit Corporation of Tennessee





	 	 	 
	c/o GE Capital Global Holdings, LLC

901 Main Avenue, 6th Floor

Norwalk, Connecticut 06851

	 	





	Attention: Executive Counsel – Mergers & Acquisitions

	Facsimile: (203) 286-2181

Email:mark.landis@ge.com

with a copy to

	 	



Weil Gotshal & Manges, LLP






	 	 	 	 	 	 	 
	 	 	 	 	767 Fifth Avenue

	 	

	 	 	 	 	New York, New York 10153

	 	 	 	 	Attention: Jon-Paul Bernard

	 	 	 	 	Facsimile: (212) 310-8007

	 	 	 	 	Email: jon-paul.bernard@weil.com

	 	(6	)	 	If to MBK USA CV at:

	 	MBK USA Commercial Vehicles Inc.






	 	 	 
	c/o Mitsui & Co., Ltd.

	 	

	Nippon Life Marunouchi Garden Tower

	1-3, Marunouchi 1-chome, Chiyoda-ku,

	Tokyo, Japan

Attention: Masashi Yamanaka

General Manager

Second Motor Vehicles Div.

Facsimile: +81 3-3285-9005

Email: m.yamanaka@mitsui.com

with a copy to

	 	











Debevoise & Plimpton LLP







919 Third Avenue


New York, NY 10022


Attention: Ezra Borut, Esq.


Facsimile: 212-909-6836


Email: eborut@debevoise.com



13.2 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 non-Business Day.



ARTICLE 14




GENERAL PROVISIONS




14.1 Entire Agreement. This Agreement 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 agreement of limited partnership of the Partnership in
effect at the applicable time, and does not waive or release any claim of a Partner or the
Partnership with respect to any event or circumstance arising or existing prior to the Effective
Time.



14.2 Amendment; Waiver. The written approval of all of the Partners shall be required
with respect to any amendment of this Agreement that would have either a disproportionate or a
material adverse effect on the rights or obligations of any Partner; all other amendments shall
require the approval of the General Partner and each Significant Limited Partner. For the avoidance
of doubt, distributions and allocations to the Partners are deemed material for the purposes of the
preceding sentence. No rights under this Agreement shall be waived except by an instrument in
writing signed by the party sought to be charged with such waiver. The General Partner shall give
written notice to all Partners promptly after any amendment has become effective.



14.3 Governing Law. This Agreement shall be construed and enforced 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 permitted
successors and permitted 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 permitted 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 commence or maintain any 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. Delivery of an executed signature page of this
Agreement by email, PDF or facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.



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



	 	 	 
	GENERAL PARTNER:

	 

	PTL GP, LLC

	By:

	 	LJ VP Holdings LLC,

its sole member







By: Penske Truck Leasing Corporation,




its sole managing member




By: /s/ Walter P. Czarnecki

Name: Walter P. Czarnecki

Title: Vice President





LIMITED PARTNER:




PENSKE TRUCK LEASING


CORPORATION




By: /s/ Walter P. Czarnecki

Name: Walter P. Czarnecki

Title: Vice President





LIMITED PARTNER:




PENSKE AUTOMOTIVE GROUP, INC.




By: /s/ J.D. Carlson

Name: J.D. Carlson

Title: EVP and CFO





LIMITED PARTNER:




GE CAPITAL TRUCK LEASING


HOLDING LLC




By:/s/ Trevor Schauenberg

Name: Trevor Schauenberg

Title: PresidentLIMITED PARTNER:





GENERAL ELECTRIC CREDIT


CORPORATION OF TENNESSEE




By:/s/ Trevor Schauenberg

Name: Trevor Schauenberg

Title: Vice President





LIMITED PARTNER:




MBK USA COMMERCIAL VEHICLES INC.




By: /s/ Rui Nakatani

Name: Rui Nakatani

Title: Chief Executive Officer




Schedule A




Effective at the Close of Business of the Partnership on July 27, 2016




	 	 	 	 	 
	Name	 	Percentage Interest
	General Partner	 	 	 	 
	PTL GP, LLC

	 	 	10.79	%
	Limited Partners

	 	


	 

	 	


	Penske Truck Leasing Corporation

	 	 	32.23	%
	Penske Automotive Group, Inc.

	 	 	21.48	%
	GE Capital Truck Leasing Holding LLC

	 	 	15.11	%
	General Electric Credit Corporation of

Tennessee

	 	0.39%




	MBK USA Commercial Vehicles Inc.

	 	20.00%1







Schedule B

Current Members of Advisory Committee




	 	 	 
	PTLC Committee Members:
	 	Roger S. Penske

Brian Hard

Roger Penske, Jr.

J. Patrick Conroy

	GE Committee Member:
	 	Trevor Schauenberg

	PAG Committee Member:
	 	Robert H. Kurnick, Jr.

	Mitsui Committee Member:
	 	Takeshi Mitsui








	1	 	Note: Certain of the Partnership Interests
included in, and represented by, MBK USA CV’s Percentage Interest are pledged
pursuant to the terms of the Mitsui Co-Obligation Fee, Payment and Security
Agreement.