Item 1.01 Entry into a Material Definitive Agreement

General Physics Corporation, a Delaware corporation ("GP"), the operating subsidiary of GP Strategies Corporation, a Delaware corporation ("GP Strategies"), entered into a Second Amended and Restated Financing and Security Agreement with Wachovia Bank, N.A. which extends GP's credit facility through October 31, 2010 and increases the maximum principal amount that can be borrowed from $25 million to $35 million. The interest rate on the facility is LIBOR plus a range of 1.0% to 2.25% depending on GP's financial performance. The amended credit facility continues to be secured by assets of GP and guaranteed by GP Strategies Corporation. Borrowings from the facility can be used to fund working capital, capital expenditures and other general corporate purposes including acquisitions and share repurchases, as authorized by the lender. A copy of the Second Amended and Restated Financing and Security Agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 8.01 Other Events

On November 6, 2008, GP Strategies issued a press release announcing the increased $35 million credit facility and board approval of additional share repurchases under its buyback program. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Second Amended and Restated Financing and Security Agreement, dated November 5, 2008, by and between General Physics Corporation as Borrower and Wachovia Bank, National Association, as Lender.

99.1 Press release dated November 6, 2008, "GP Strategies Announces Increased $35 million Credit Facility and Board Approval of Additional Share Repurchases Under Buyback Program."

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