8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 4, 2007

Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

We are a party to a credit agreement with DaimlerChrysler Financial Services Americas LLC and Toyota Motor Credit Corporation, as amended (the "U.S. Credit Agreement"), which provides for up to $250,000,000 in revolving loans for working capital, acquisitions, capital expenditures, investments and for other general corporate purposes, and for an additional $10,000,000 of availability for letters of credit, through September 30, 2009. Pursuant to the "evergreen" provisions of the credit agreement, the term of the credit agreement has been extended by one year through September 30, 2010. The extension notice is attached hereto as Exhibit 99.1 and incorporated herein by reference. We purchase motor vehicles from DaimlerChrysler Corporation and Toyota Motor Corporation, affiliates of the respective lenders under the Credit Agreement, for sale at certain of our dealerships. The lenders also provide certain of our dealerships with "floor-plan" financing.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Extension Notice dated September 27, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Penske Automotive Group, Inc.
October 4, 2007	By:	Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Vice President and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Extension Notice

EX-99.1

September 27, 2007

Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, Michigan 48302-0954
Attention: Robert O’Shaughnessy

Re: Second Amended and Restated Credit Agreement, dated as of September 8, 2004 (as amended, the “Credit Agreement”), among Penske Automotive Group, Inc., various financial institutions and DaimlerChrysler Financial Services Americas LLC, as Agent.

This letter serves as notice pursuant to Section 2.6 of the Credit Agreement that the Termination Date is extended for an additional one year period. The new Termination Date shall be September 30, 2010. All capitalized terms used herein without definition have the meanings assigned thereto in the Credit Agreement.

Very truly yours,

DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC, as Agent and as a Lender

	By:	Michele Nowak
	Its:	Credit Director – National Accounts
CONCUR:
TOYOTA MOTOR CREDIT CORPORATION,
as a Lender
By:	Mark Doi
Its:	National Dealer Credit Manager