THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENSKE TRUCK LEASING CO., L.P

Exhibit 10.1

EXECUTION COPY

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF PENSKE TRUCK LEASING CO., L.P

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SCHEDULES

SCHEDULE A — Partners and Percentage Interests

SCHEDULE B — Current Members of Advisory Committee

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

PENSKE TRUCK LEASING CO., L.P.

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into this 26th day of March, 2009, and effective as of the Effective Time, by and among Penske Truck Leasing Corporation, a Delaware corporation with its offices at Route 10, Green Hills, Reading, Pennsylvania 19603-0563 (“Penske”, or the “General Partner”), as general partner, and General Electric Credit Corporation of Tennessee, a Tennessee corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“GE Tennessee”), PTLC Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC-LLC”), PTLC2 Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC2-LLC”), PTLC3 Holdings Co., LLC, a Delaware limited liability company with its offices at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801 (“PTLC3-LLC”), Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (“PAG”), Logistics Holding Corp., a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (“Holdco”), RTLC Acquisition Corp. a Delaware corporation with its offices at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 (“RTLC-AC”), and NTFC Capital Corporation, a Delaware corporation with its offices at 44 Old Ridgebury Road, Danbury, Connecticut 06810 (“NTFC” and, together with GE Tennessee, PTLC-LLC, PTLC2-LLC, PTLC3-LLC, PAG, Holdco, and RTLC-AC, hereinafter collectively referred to as the “Limited Partners”), as limited partners. The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and individually as a “Partner.”

WITNESSETH :

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

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

WHEREAS, the Partners entered into a series of amendments to the Amended and Restated Agreement of Limited Partnership, said amendments being Amendments Nos. 1 through 11 to the Amended and Restated Agreement of Limited Partnership, and subsequently adjusted the Percentage Interests of the Partners as the result of a special distribution;

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

WHEREAS, the parties hereto desire to recognize the admission of PTLC3-LLC as a Limited Partner and amend and restate in its entirety the Second Amended and Restated Agreement of Limited Partnership of the Partnership as hereinafter set forth.

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

ARTICLE 1

THE LIMITED PARTNERSHIP

1.1 Formation .

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

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

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

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

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

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

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

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

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

ARTICLE 2

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.22 December 2007 Purchase and Sale Agreement . “December 2007 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated December 24, 2007 among the Partnership and the Partners (other than PTLC3-LLC and PAG), as amended, restated, supplemented and/or otherwise modified from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Subsections 2.37(1) or (2) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

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

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

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

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

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

2.43 June 2006 Purchase and Sale Agreement . “June 2006 Purchase and Sale Agreement 2006” means that certain Purchase and Sale Agreement dated June 30, 2006 among the Partnership, the Partners (other than PTLC2-LLC, PTLC3-LLC and PAG) and GECC, as amended, restated, supplemented and/or otherwise modified from time to time.

2.44 June 2008 Purchase and Sale Agreement . “June 2008 Purchase and Sale Agreement” means that certain Purchase and Sale Agreement dated June 26, 2008 among the Partnership and the Partners (other than PTLC3-LLC), as amended, restated, supplemented and/or otherwise modified from time to time.

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

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

2.47 Majority Limited Partners . “Majority Limited Partners” shall mean, at any given time, Limited Partners (other than Penske and its Affiliates, which for the preclusion of doubt includes as of the Effective Time PAG and will continue to include PAG as long as it is an Affiliate of Penske) who then hold a majority of limited partner interests in the Partnership (exclusive of any limited partner interest in the Partnership then held by Penske and its Affiliates).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.80 shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)( i ), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 2.80 shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Subsection 2.37(2) or (3) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.92 Venture Agreement . “Venture Agreement” shall mean that certain Venture Agreement, dated as of August 1, 1988, by and among Penske, GE Tennessee, Gelco Corporation and the Partnership, as amended as of July 1, 1993, as amended, restated, supplemented and/or otherwise modified from time to time.

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

ARTICLE 3

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

3.1 Initial Capital Contribution .

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

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

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

3.2 Additional Capital Contributions . Except to the extent set forth in Paragraph 11.2 of the Venture Agreement (relating to indemnification payments) and Paragraph 11.6 of the Venture Agreement (relating to certain post-closing date adjustments) or in Section 3.5 of this Agreement, none of which shall result in a change in a Partner’s Percentage Interest, no additional contributions shall be required to be made by the Partners.

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

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

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

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

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

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

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

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

3.11 Prior Additional Capital Contributions . Pursuant to Amendments Nos. 2 though 8 to the Amended and Restated Agreement of Limited Partnership, (a) GE Tennessee, Penske, RTLC-AC, Logistics LLC, and Holdco each contributed capital to the Partnership, (b) Penske, GE Tennessee, and Logistics LLC each transferred all or a portion of its Partnership Interest to PTLC-LLC, NTFC, and Holdco, respectively, and (c) the Partnership made certain distributions to certain partners. Upon such contributions and after giving effect to such transfers, RTLC-AC, PTLC-LLC, NTFC, and Holdco were each admitted as a Limited Partner. Pursuant to the June 2006 Purchase and Sale Agreement, GE Tennessee transferred a portion of its Partnership Interest to PTLC-LLC. Pursuant to the December 2007 Purchase and Sale Agreement, GE Tennessee transferred a portion of its Partnership Interest to PTLC2-LLC. Pursuant to the June 2008 Purchase and Sale Agreement, GE Tennessee and Holdco each transferred a portion of its Partnership Interest to PAG. On September 19, 2008, Holdco reduced its Partnership Interest in return for a special distribution from the Partnership. Pursuant to the March 2009 Purchase and Sale Agreement, Holdco is transferring a portion of its Partnership Interest to PTLC3-LLC. Effective as of the close of the Partnership’s business on March 28, 2009 (the “Effective Time”), the Percentage Interest of each Partner in the Partnership is as set forth on Schedule A hereto.

ARTICLE 4

COSTS AND EXPENSES

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

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

ARTICLE 5

DISTRIBUTIONS; PARTNERSHIP ALLOCATIONS;
TAX MATTERS

5.1 Distributions Prior to Dissolution .

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

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

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

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

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

5.2 Partnership Allocations .

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

(b) Loss Limitation.

(i) Capital Account Limitation . The Losses allocated pursuant to Section 5.2(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any taxable year. All losses in excess of the limitations set forth in this Section 5.2(b) shall be allocated to (i) in the case of PTLC-LLC, PTLC2-LLC and PTLC3-LLC, to the General Partner, (ii) in the case of PAG, to the General Partner, and (iii) in the case of any GE Partner, first, to the other GE Partners without such an Adjusted Capital Account Deficit in proportion to and to the extent of the amount of Losses that can be allocated to each such GE Partner without causing it to have an Adjusted Capital Account Deficit and, thereafter, to the General Partner.

(ii) Tax Basis Limitation . If, as a result of the application of Code Section 704(d), the federal income tax loss associated with an allocation of Losses allocated to a Partner pursuant to Section 5.2(a) cannot be claimed by such Partner for the taxable year during which such Losses arose, then such Losses may be reallocated as set forth in this Section 5.2(b)(ii). If any of Penske, PTLC-LLC, PTLC2-LLC or PTLC3-LLC is limited to any extent by Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Section 5.2(a), then the Partner or Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to it. If any GE Partner is limited to any extent by Section 704(d) with respect to its ability to claim tax losses associated with an allocation of Losses pursuant to Section 5.2(a), then the other GE Partners among such group that are not so limited may elect, by written notice to the General Partner, to have such Losses allocated to them in proportion to and to the extent of the amount of such Losses that can be allocated to each such GE Partner without causing its ability to claim the tax losses associated with such Losses to be limited under Code Section 704(d).

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

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

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

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

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

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