SIXTH AMENDMENT

EXHIBIT 4.1

SIXTH AMENDMENT

THIS SIXTH AMENDMENT, dated as of September 29, 2008 (this “Amendment”), is to the Second Amended and Restated Credit Agreement (as heretofore amended, the “Credit Agreement”) dated as of September 8, 2004 among PENSKE AUTOMOTIVE GROUP, INC. (formerly known as United Auto Group, Inc.; the “Company”), various financial institutions (the “Lenders”) and DCFS USA LLC, as successor agent for the Lenders (the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined in the Credit Agreement.

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

SECTION 1 AMENDMENT. Effective on the Effective Date (defined below), the Credit Agreement shall be amended as follows:

1.1 Section 9.7 of the Credit Agreement shall be amended by deleting clause (b) thereof in its entirety and replacing the same with the following:

“(b) Debt secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof, provided that (x) the aggregate amount of all such Debt consisting of purchase money Debt and Debt consisting of Capital Leases that, in either case, are used to finance the acquisition, construction or improvement of real property and leasehold interests or improvements, together with other Debt secured by Liens permitted by Section 9.8(d)(iv), shall not exceed $90,000,000 at any time outstanding and (y) the aggregate amount of all such Debt (other than Debt described in clause (x) above) shall not exceed $20,000,000 at any time outstanding;”

1.2 Section 9.8 of the Credit Agreement shall be amended by deleting clause (d) thereof in its entirety and replacing the same with the following:

“(d) Subject to the limitation set forth in Section 9.7(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition), (iii) Liens that constitute purchase money security interests on any property securing Debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property so acquired and (iv) Liens created pursuant to those certain Mortgages dated on or around September 28, 2008 between Toyota Motor Credit Corporation (“TMCC”), the Company and various Subsidiaries of the Company on real property located in Royal Palm Beach, Florida owned by certain Subsidiaries, improvements thereon, easements related thereto, fixtures on such real property (other than trade fixtures), leases and rents related to such real property, and condemnation and insurance proceeds, in each case relating to such real property and proceeds of the foregoing (it being acknowledged and agreed by the Agent and Lenders that any Liens of TMCC (to the extent such Liens are duly perfected) on any such real property, improvements, fixtures (other than trade fixtures), condemnation and insurance proceeds, leases and rents related thereto and proceeds thereof are senior in priority to the Liens, if any, of the Agent and the Lenders in such property under the Collateral Documents);”

SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Agent and the Lenders that: (a) the representations and warranties made in Section 8 of the Credit Agreement are true and correct on and as of the date hereof with the same effect as if made on and as of the date hereof (except to the extent relating solely to an earlier date, in which case they were true and correct as of such earlier date); (b) no Event of Default or Unmatured Event of Default exists or will result from the execution of this Amendment; (c) no event or circumstance has occurred since the Effective Date that has resulted, or would reasonably be expected to result, in a Material Adverse Effect; (d) the execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under the Credit Agreement as amended hereby (as so amended, the “Amended Credit Agreement”) (i) are within the corporate powers of the Company, (ii) have been duly authorized by all necessary corporate action, (iii) have received all necessary approval from any governmental authority and (iv) do not and will not contravene or conflict with any provision of any law, rule or regulation or any order, decree, judgment or award which is binding on the Company or any of its Subsidiaries or of any provision of the certificate of incorporation or bylaws or other organizational documents of the Company or of any agreement, indenture, instrument or other document which is binding on the Company or any of its Subsidiaries; and (e) the Amended Credit Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

SECTION 3 COVENANT. The Company covenants to the Agent and the Lenders that within thirty (30) days of the Effective Date (as defined below) the Company shall deliver to the Agent a Reaffirmation of Loan Documents, substantially in the form of Exhibit A, executed by each Loan Party other than the Company.

SECTION 4 CONDITIONS TO EFFECTIVENESS. The amendments set forth in Section 1 above shall become effective on the date (the “Effective Date”) when the following conditions precedent have been satisfied, each in form and substance satisfactory to the Agent:

4.1 Amendment. The Agent shall have received a counterpart of this Amendment executed by the Company and each Lender (or, in the case of any party other than the Company from which the Agent has not received a counterpart hereof, facsimile confirmation of the execution of a counterpart hereof by such party).

4.2 Other Documents. Such other documents as the Agent or any Lender may reasonably request.

SECTION 5 MISCELLANEOUS.

5.1 Continuing Effectiveness, etc. As hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. All references in the Credit Agreement, the Notes, each other Loan Document and any similar document to the “Credit Agreement” or similar terms shall refer to the Amended Credit Agreement.

5.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment.

5.3 Expenses. The Company agrees to pay the reasonable costs and expenses of the Agent (including reasonable fees and disbursements of counsel, including, without duplication, the allocable costs of internal legal services and all disbursements of internal legal counsel) in connection with the preparation, execution and delivery of this Amendment.

5.4 Severability of Provisions. In the event that any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

5.5 Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.

5.6 Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York applicable to contracts made and to be wholly performed within the State of New York.

5.7 Successors and Assigns. This Amendment shall be binding upon the Company, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Company, the Lenders and the Agent and the successors and assigns of the Lenders and the Agent.

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Delivered as of the day and year first above written.

PENSKE AUTOMOTIVE GROUP, INC.

By: /s/ Robert O’Shaughnessy
Title: Executive Vice President – Finance

DCFS USA LLC, as Agent, as Issuing Lender and as a

Lender

By: Michele Nowak
Title: Credit Director – National Accounts

TOYOTA MOTOR CREDIT CORPORATION,

as a Lender

By: Anna Lee
Title: Dealer Credit Manager

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EXHIBIT A

FORM OF REAFFIRMATION

as of [           ], 2008

DCFS USA LLC, as Agent
and the Lenders party
to the Second Amended and Restated Credit Agreement
referred to below
36455 Corporate Drive
Farmington Hills, Michigan 48331
Attn: Michele Nowak

Re: Reaffirmation of Loan Documents

Ladies and Gentlemen:

Please refer to:

(a) The Second Amended and Restated Security Agreement dated as of September 8, 2004 (the “Security Agreement”) among Penske Automotive Group, Inc. (formerly known as United Auto Group, Inc.; the “Company”), its subsidiaries and DCFS USA LLC in its capacity as Agent (in such capacity, the “Agent”);

(b) The Guaranty dated as of October 8, 1999 (the “Guaranty”) executed in favor of the Agent and various other parties by all subsidiaries of the Company; and

(c) The Pledge Agreement dated as of October 8, 1999 (the “Pledge Agreement”) executed by the Company and certain of its subsidiaries.

Each of the undersigned acknowledges that the Company, the Lenders and the Agent have executed the Sixth Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement dated as of September 8, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein have the meanings given in the Credit Agreement.

Each of the undersigned hereby confirms that the Security Agreement, the Guaranty, the Pledge Agreement and each other Loan Document to which such undersigned is a party remains in full force and effect after giving effect to the effectiveness of the Amendment and that, upon such effectiveness, all references in each Loan Document to the “Credit Agreement” shall be references to the Credit Agreement, as amended by the Amendment.

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This letter agreement may be signed in counterparts and by the various parties on separate counterparts. This letter agreement shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

By:
Title:

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CLASSIC MOTOR SALES, LLC

CLASSIC ENTERPRISES, LLC

By: Penske Automotive Group, Inc.

Member

By:                                                                               
Title: Executive Vice President – Finance

CLASSIC NISSAN OF TURNERSVILLE, LLC

By: Classic Management Company, Inc.

Member

By:                                                                               
Title: Assistant Treasurer

YOUNG AUTOMOTIVE HOLDINGS, LLC

DAN YOUNG MOTORS, LLC

By: DAN YOUNG CHEVROLET, INC.

Member

By:                                                                               
Title: Assistant Treasurer

SHANNON AUTOMOTIVE, LTD.

By: UAG TEXAS, LLC

a general partner

By:                                                                               
Title: Treasurer

UAG CITRUS MOTORS, LLC

By: Penske Automotive Group, Inc.

Member

By:                                                                               
Title: Executive Vice President — Finance

PAG EAST, LLC

D. YOUNG CHEVROLET, LLC

By: Penske Automotive Group, Inc., Member

By:                                                                        
Title: Executive Vice President — Finance

NATIONAL CITY FORD, INC.

CENTRAL FORD CENTER, INC.

By:                                                                        
Title:  Assistant Treasurer

COUNTY AUTO GROUP PARTNERSHIP
DANBURY AUTO PARTNERSHIP
DIFEO CHRYSLER PLYMOUTH JEEP
EAGLE PARTNERSHIP
DIFEO HYUNDAI PARTNERSHIP
DIFEO LEASING PARTNERSHIP
DIFEO NISSAN PARTNERSHIP
DIFEO TENAFLY PARTNERSHIP
HUDSON MOTOR PARTNERSHIP

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OCT PARTNERSHIP
SOMERSET MOTORS PARTNERSHIP

By: DIFEO PARTNERSHIP, INC.

a general partner

By:                                                                               
Title:  Assistant Treasurer

TAMBURRO ENTERPRISES, INC.

CLASSIC SPECIAL ADVERTISING, INC.
CLASSIC SPECIAL AUTOMOTIVE GP, LLC
CLASSIC SPECIAL, LLC

By:                                                                               
Title:  Assistant Treasurer

CLASSIC SPECIAL AUTOMOTIVE, LTD.

By: Classic Special Automotive GP, LLC

General Partner

By:                                                                               
Title:  Assistant Treasurer

CLASSIC SPECIAL HYUNDAI, LTD.
HILL COUNTRY IMPORTS, LTD.
CLASSIC OLDSMOBILE PONTIAC-GMC, LTD.

By: Classic Special, LLC

By:                                                                               
Title:  Assistant Treasurer

PAG ORLANDO LIMITED, INC.

PAG ORLANDO GENERAL, INC.

By:                                                                               
Title:  Assistant Treasurer

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PAG ORLANDO PARTNERSHIP, LTD.

By: PAG Orlando General, Inc.

General Partner

By:                                                                               
Title:  Assistant Treasurer

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