Item 1.01 Entry into a Material Definitive Agreement.



On January 1, 2023, we entered into the Ninth Amendment (the "Amendment") to our
U.S. credit agreement with Mercedes-Benz Financial Services USA LLC and Toyota
Motor Credit Corporation (as amended, the "U.S. Credit Agreement") to decrease
our non-use fee payable on available but unused credit commitments (other than
commitments to issue letters of credit) from 0.30% per annum to 0.20% per annum.

The U.S. Credit Agreement provides for up to $800.0 million in revolving loans
for working capital, acquisitions, capital expenditures, investments, and other
general corporate purposes, and provides up to an additional $50.0 million of
letters of credit. The U.S. Credit Agreement provides for a maximum of $150.0
million of borrowings for foreign acquisitions and expires on September 30,
2025. The interest rate on revolving loans is LIBOR plus 1.50%, subject to an
incremental 1.50% for uncollateralized borrowings in excess of a defined
borrowing base.

The U.S. Credit Agreement is fully and unconditionally guaranteed on a joint and
several basis by substantially all of our U.S. subsidiaries and contains a
number of significant operating covenants that, among other things, restrict our
ability to dispose of assets, incur additional indebtedness, repay certain other
indebtedness, pay dividends, create liens on assets, make investments or
acquisitions, and engage in mergers or consolidations. We are also required to
comply with specified financial and other tests and ratios, each as defined in
the U.S. Credit Agreement, including a ratio of current assets to current
liabilities, a fixed charge coverage ratio, a ratio of debt to stockholders'
equity, and a ratio of debt to earnings before interest, taxes, depreciation,
and amortization ("EBITDA"). A breach of these requirements would give rise to
certain remedies under the U.S. Credit Agreement, the most severe of which is
the termination of the agreement and acceleration of the amounts owed.

The U.S. Credit Agreement also contains typical events of default, including
change of control, non-payment of obligations, and cross-defaults to our other
material indebtedness. Substantially all of our U.S. assets are subject to
security interests granted to the lenders under the U.S. Credit Agreement.

We purchase motor vehicles from affiliates of Mercedes-Benz Financial Services
USA LLC and Toyota Motor Credit Corporation for sale at certain of our
dealerships. The lenders also provide us and certain of our dealerships with
mortgage, "floor-plan", and consumer financing.

The foregoing description of the Amendment is qualified in its entirety by references to the Amendment, a copy of which is filed as an exhibit and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



                                 Exhibit Index

Exhibit No.           Description
4.1                     Ninth Amendment, dated January 1, 2023, to the

Fifth Amended and Restated Credit


                      Agreement among Penske Automotive Group, Inc.,

Mercedes-Benz Financial Services

USA LLC and Toyota Motor Credit Corporation
104                   Cover Page Interactive Data File (formatted as inline XBRL).

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