DRAFT 2/5/98 $200,000,000 THE PEP BOYS - MANNY, MOE & JACK Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • February 6th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Delaware
ARTICLE I 1 1.1 Definitions. 1 1.2 Interpretation. 2 ARTICLE II 2 2.1 Property. 2 2.2 Lease Term. 2 2.3 Title. 3 2.4 Lease Supplements. 3 ARTICLE III 3 3.1 Rent. 3 3.2 Payment of Basic Rent. 3 3.3 Supplemental Rent. 3 3.4 Performance on a Non-Business...Lease Agreement • October 18th, 2000 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Exhibit 99.1 Amendment No. 2, dated October 15, 2004, to the Amended and Restated Loan and Security Agreement, by and among the Company, Congress Financial Corporation, as Agent, and the other partiesLoan and Security Agreement • December 3rd, 2004 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
andRights Agreement • December 8th, 1997 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
Exhibit 1.2 THE PEP BOYS -- MANNY, MOE & JACK Debt Securities UNDERWRITING AGREEMENT 1. Introductory. The Pep Boys -- Manny, Moe & Jack, a Pennsylvania corporation (the "Company"), proposes to issue and sell from time to time certain of its unsecured...Underwriting Agreement • February 17th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Delaware
EXHIBIT 4.4 THE PEP BOYS - MANNY, MOE & JACK,Indenture • August 16th, 2002 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
EXHIBIT 1.1 THE PEP BOYS - MANNY, MOE & JACK 4.25% Convertible Senior Notes due June 1, 2007 PURCHASE AGREEMENTPurchase Agreement • August 16th, 2002 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
AMENDMENT NO. 1Credit Agreement • December 23rd, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Exhibit No. 99.1 Employment Agreement between The Pep Boys-Manny, Moe & Jack and George Babich, Jr. dated July 23, 2004. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made by and between THE PEP BOYS-MANNY, MOE & JACK, a Pennsylvania corporation...Employment Agreement • August 12th, 2004 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
TOIndenture • February 17th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of July 31, 1998 to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 21, 1995 among THE PEP BOYS - MANNY, MOE & JACK, the Banks signatory thereto and THE CHASE MANHATTAN BANK, as Agent.Credit Agreement • September 15th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Debt Securities (Title of the indenture securities) --------------------------- -----------------------------------------------------Trust Indenture • July 8th, 1997 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
EXHIBIT 4.5 The Pep Boys - Manny, Moe & Jack 4.25% Convertible Senior Notes due June 1, 2007 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2002 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
ARTICLE IA AMENDMENT AND RESTATEMENT 1 ARTICLE I 2 1.1 Definitions. 2 1.2 Interpretation. 2 ARTICLE II 2 2.1 Property. 2 2.2 Lease Term. 2 2.3 Title. 2 2.4 Lease Supplements. 3 ARTICLE III 3 3.1 Rent. 3 3.2 Payment of Basic Rent. 3 3.3 Supplemental...Lease Agreement • September 16th, 2003 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
AMENDMENT NO. 3Credit Agreement • December 23rd, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Exhibit 10.52 AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of July 23, 1999 to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 21, 1995 among THE PEP BOYS - MANNY, MOE & JACK, the Banks signatory thereto and THE CHASE MANHATTAN BANK, as Agent....Credit Agreement • September 13th, 1999 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Exhibit 10.44 FIFTH AMENDMENT TO TRANSACTION AGREEMENT (1995 Pep Boys Leased Property Facility) This FIFTH AMENDMENT TO TRANSACTION AGREEMENT dated as of the 21st day of January, 1999 (this "Amendment"), is entered into by and among THE PEP BOYS -...Transaction Agreement • April 30th, 1999 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
RECITALSMaster Lease • April 30th, 1999 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
THE PEP BOYS - MANNY, MOE & JACK AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 21, 1995 THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) as Agent AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 21, 1995 between: THE PEP BOYS - MANNY,...Credit Agreement • December 23rd, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Exhibit 10.2 Participation Agreement, dated as of August 1, 2003, among the Company, Wachovia Development Corporation, as the Borrower and the Lessor, the Lenders and Wachovia Bank, National Association, as Agent for the Lenders and Secured Parties....Participation Agreement • September 16th, 2003 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Debt Securities (Title of the indenture securities) --------------------------- -----------------------------------------------------Statement of Eligibility • February 17th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among THE PEP BOYS - MANNY, MOE & JACK THE PEP BOYS MANNY MOE & JACK OF CALIFORNIA PEP BOYS - MANNY, MOE & JACK OF DELAWARE, INC. PEP BOYS - MANNY, MOE & JACK OF PUERTO RICO, INC. as...Loan and Security Agreement • July 2nd, 2007 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
This Second Amended and Restated Loan and Security Agreement dated June 29, 2007 is entered into by and among The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (“Pep Boys”), The Pep Boys Manny Moe & Jack of California, a California corporation (“PBY-California”), Pep Boys - Manny Moe & Jack of Delaware, Inc., a Delaware corporation (“PBY-Delaware”), and Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc., a Delaware corporation (“PBY-Puerto Rico”; and together with Pep Boys, PBY, PBY-California and PBY-Delaware, each individually, a “Borrower” and collectively, “Borrowers”), PBY Corporation, a Delaware corporation (“PBY”) and Carrus Supply Corporation, a Delaware corporation (“Carrus” and, together with PBY, each individually, a “Guarantor” and collectively, “Guarantors”), the financial institutions from time to time parties hereto as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”) and
AGREEMENT AND PLAN OF MERGER BY AND AMONG ICAHN ENTERPRISES HOLDINGS L.P., IEP PARTS ACQUISITION LLC AND THE PEP BOYS – MANNY, MOE & JACK DATED AS OF DECEMBER 30, 2015Merger Agreement • December 30th, 2015 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2015, by and among Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Parent”), IEP Parts Acquisition LLC, a Delaware limited liability company (“Merger Sub”) and wholly-owned subsidiary of Parent, and The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”). Parent, Merger Sub and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENTCredit Agreement • April 15th, 2009 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT was originally made as of September 14, 1988, was amended from time to time subsequent to that date, and is hereby amended and restated in its entirety as of June 3, 1998 (the Restatement...Employment Agreement • December 15th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
AGREEMENT AND PLAN OF MERGER BY AND AMONG BRIDGESTONE RETAIL OPERATIONS, LLC, TAJ ACQUISITION CO. AND THE PEP BOYS – MANNY, MOE & JACK DATED AS OF OCTOBER 26, 2015Merger Agreement • October 26th, 2015 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October 26, 2015, by and among Bridgestone Retail Operations, LLC, a Delaware limited liability company ("Parent"), TAJ Acquisition Co., a Pennsylvania corporation ("Merger Sub") and wholly-owned subsidiary of Parent, and The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the "Company"). Parent, Merger Sub and the Company are each referred to herein as a "Party" and collectively as the "Parties."
CAPTION] MASTER LEASEMaster Lease • June 16th, 1997 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made by and between THE PEP BOYS - MANNY, MOE & JACK, a Pennsylvania corporation (the "Corporation"), and _______________ (the "Executive"), dated as of the __ day of June, 1998, and...Employment Agreement • December 15th, 1998 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
FUNDINGTransaction Agreement • May 2nd, 1997 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
Exhibit 10.1 EXECUTION COPY $90,000,000 CREDIT AGREEMENT, dated as of June 29, 2001, among THE PEP BOYS - MANNY, MOE & JACK as the Borrower, and CERTAIN FINANCIAL INSTITUTIONS, as the Lenders, and GMAC BUSINESS CREDIT, LLC, as Lead Arranger,...Credit Agreement • July 13th, 2001 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
AMENDMENT NUMBER ONERights Agreement • August 21st, 2006 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores
Amendment Number One (the “Amendment”), dated as of August 17, 2006, between The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company (“AST”), as rights agent (“Rights Agent”), to that certain Rights Agreement (the “Agreement”), dated as of December 5, 1997, between the parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2015 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • Pennsylvania
This Indemnification Agreement, dated as of (this “Agreement”), is made by and between The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), and the undersigned (the “Indemnitee”).
Underwriting AgreementUnderwriting Agreement • March 22nd, 2004 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the shares of its common stock, par value $1.00 per share (the “Common Stock”), specified in Schedule I hereto (the “Shares” consisting of Firm Shares (as defined below) and any Optional Shares (as defined below) the Underwriters may elect to purchase). Each reference to the Representatives herein shall be deemed to refer to you. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Shares pursuant to Section 10 hereof and the address of the Representatives referred to in such Section 10 are set forth in Schedule II hereto.
ContractConfirmed Receivables Secured Program Agreement • July 2nd, 2007 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
Confirmed Receivables Secured Program Agreement (this “Agreement”) by and among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (together with its successors and assigns, the “Bank”), and THE PEP BOYS - MANNY, MOE & JACK (COMPANY) (the “Buyer”) dated as of June 29, 2007
Exhibit 10.1 Amended and Restated Loan ad Security Agreement, dated August 1, 2003, by and amoung the Company, Congress Financial Corporation, as Agent, The CIT Group/Business Credit, Inc. and General Electric Capital Corporation, as Co-Documentation...Loan and Security Agreement • September 16th, 2003 • Pep Boys Manny Moe & Jack • Retail-auto & home supply stores • New York
