Exhibit 10.4
SECOND AMENDMENT TO MASTER LEASE
(Pep Boys II Transaction)
This SECOND AMENDMENT TO MASTER LEASE dated as of October
31, 1998 (this "Amendment"), is entered into by and between STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not
individually but solely in its capacity as Trustee under that
certain "Declaration of Trust" (herein so called) dated as of
February 28, 1997 (in such capacity, and not individually,
"Lessor"), having an address at Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Corporate Trust
Department, THE PEP BOYS - MANNY, MOE & XXXX, a Pennsylvania
corporation ("Lessee Parent"), THE PEP BOYS XXXXX XXX & XXXX OF
CALIFORNIA, a California corporation ("Pep Boys - California"),
and PEP BOYS - MANNY, MOE & XXXX OF DELAWARE, INC. ("Pep Boys -
Delaware"), each having an address at 0000 X. Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Lessee Parent, Pep Boys -
California, and Pep Boys - Delaware are herein referred to,
singly or collectively as the context may require, as the
"Lessee."
RECITALS
On or about February 28, 1997, Lessor and Lessee entered
into a certain Master Lease (as heretofore amended, supplemented
or otherwise modified from time to time, the "Lease") relating to
certain real property to be leased from time to time by Lessor to
Lessee. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Lease.
Lessor and Lessee, with the consent of Citicorp Leasing,
Inc., as Agent on behalf of the Instrument Holders, have agreed
to amend the Lease in certain respects.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties, the parties hereto
have agreed to amend, and do hereby amend, the Lease as follows:
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AGREEMENTS
1. Section 13(a)(iii) of the Lease, which provides for the
payment of an "Early Termination Fee", is hereby deleted in its
entirety. In addition, the Lease is hereby generally amended to
delete all references to the payment of an Early Termination Fee
under any circumstance.
2. The definition of "Applicable Spread" contained in
Paragraph C of Exhibit A attached to the Lease is hereby amended
in its entirety as follows, with such amendment to be effective
as of January 4, 1999:
"Applicable Spread" means, as applicable, the amount
based on the debt rating most recently issued by Standard &
Poor's for Lessee's senior unsecured debt as of any
Adjustment Date determined by reference to the following:
Lessee's Most
Recent Debt Rating Applicable Spread
BBB+ (or higher) 57.0 basis points (0.570%)
BBB 66.6 basis points (0.666%)
BBB- 76.2 basis points (0.762%)
less than BBB- 90.6 basis points (0.906%)
3. Except as amended hereby, the terms and provisions of
the Lease, as heretofore amended, shall be and remain in full
force and effect and are hereby ratified and affirmed. By its
execution hereof Lessee Parent hereby ratifies and affirms each
and every representation, warranty, covenant, obligation and
indemnity contained in the Lease as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
[SEE ATTACHED SIGNATURE PAGES]
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SIGNATURE PAGE OF LESSOR
ATTACHED TO SECOND AMENDMENT TO MASTER LEASE
LESSOR:
STATE STREET BANK AND TRUST COMPANY,
a Massachusetts trust company, not
in its individual capacity but solely
as Trustee under the Declaration of
Trust dated February 28, 1997
By:
Xxxxxx X. Xxxxx, Vice President
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SIGNATURE PAGE OF LESSEE
ATTACHED TO SECOND AMENDMENT TO MASTER LEASE
LESSEE:
THE PEP BOYS - MANNY, MOE & XXXX,
a Pennsylvania corporation
By: /s/ Xxxxxxx X. Xxxxxx
Name:
Title: Executive Vice President &
Chief Financial Officer
THE PEP BOYS XXXXX XXX & XXXX,
OF CALIFORNIA, a California corporation
By: /s/ Xxxxxxx X. Xxxxxx
Name:
Title: Executive Vice President &
Chief Financial Officer
PEP BOYS - MANNY, MOE & XXXX
OF DELAWARE, INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
Name:
Title: Executive Vice President &
Chief Financial Officer
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SIGNATURE PAGE OF AGENT
ATTACHED TO SECOND AMENDMENT TO MASTER LEASE
The foregoing amendment is hereby approved.
AGENT:
CITICORP LEASING, INC.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title: Vice President
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