Exhibit 10.2
THIRD AMENDMENT TO TRANSACTION AGREEMENT
(Pep Boys II Leased Property Facility)
This THIRD AMENDMENT TO TRANSACTION AGREEMENT dated as of the 12th day of
August, 1998 (this "Amendment"), is entered into by and among THE PEP BOYS -
MANNY, MOE & XXXX, a Pennsylvania corporation ("Lessee" and "Lease Guarantor");
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not in its
individual capacity except as expressly stated in the Transaction Agreement,
but solely as Trustee under the Declaration of Trust (State Street Bank and
Trust Company, when acting in its respective capacities as such Trustee,
together with any successor trustee under the Declaration of Trust, is herein
referred to as the "Trustee" and State Street Bank and Trust Company, when
acting in its individual capacity, is herein referred to as "Trust Company");
CITICOPR LEASING, INC., a Delaware corporation ("CLI"), on behalf of itself as
a Purchaser and Instrument Holder under the Transaction Agreement and on
behalf of the other financial institutions that may, from time to time, become
Purchasers or Instrument Holders thereunder; BANK OF MONTREAL ("Bank of
Montreal"); as a Purchaser and Instrument Holder under the Transaction
Agreement; and CITICORP LEASING, INC., a Delaware corporation ("Agent"), in its
capacity as the administrative agent for the Instrument Holders under the
Transaction Agreement. Capitalized terms used but not otherwise defined in
this Amendment shall have the meanings set forth in the Transaction Agreement.
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RECITALS
A. Effective as of February 28, 1997, Lessee, Trustee, CLI, Bank of
Montreal, and Agent entered into that certain Transaction Agreement (as
heretofore amended, supplemented or otherwise modified from time to time, the
"Transaction Agreement") pursuant to the terms of which Trustee will acquire or
has acquired the Property. The Property will be or has been leased to Lessee
(and, where applicable, certain Additional Lessees that are wholly-owned
subsidiaries of Lessee) by Trustee (and in certrain cases by a co-trustee
appointed pursuant to the terms of Section 8.04 of the Declaration of Trust)
under that certain Master Lease of even date with the Transaction Agreement
between Trustee, as lessor, and Lessee, as lessee (as heretofore amended,
supplemented or otherwise modified from time to time, the "Lease").
B. Pursuant to the terms and provisions of that certain Lease
Guarantee dated of even date with the Lease ("Lease Guarantee"), the
Obligations (as defined in the Lease Guarantee) of the Lessee under the Lease
have been guaranteed by Lease Guarantor.
C. The Transaction Agreement presently provides for an "Outside
Funding Date" of December 31, 1998, with respect to any Parcel added to the
Property on or after October 1, 1997. Lessee and Trustee desire to modify such
"Outside Funding Date" solely with respect to the Parcel located in Xxxxxxx,
New York.
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NOW, THEREFORE, in consideration of the premises and agreements set forth
herein and therein, the parties agree as follows:
1. CLI, Bank of Montreal, Agent, Lessee, and Trustee hereby agree that
the "Outside Funding Date" with respect only to the Parcel located in Xxxxxxx,
New York, is hereby extended to the earlier of (i) December 31, 1999, or (ii)
the Completion Date for such Parcel provided for in that certain Sale Agreement
dated as of November 3, 1997, by and among Orange County Industrial Development
Agency, Trustee and Pep Boys - Manny, Moe & Xxxx of Delaware, Inc., as the same
may be amended from time to time.
2. Except as amended hereby, the terms and provisions of the
Transaction Agreement 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 Transaction Agreement as of the date
hereof.
3. By its execution hereof, Lease Guarantor hereby ratifies and
affirms each and every representation, warranty, covenant, obligation and
indemnity contained in the Lease Guarantee as of the date hereof and
acknowledges that the Lease Guarantee remains in full force and effect.
4. By their execution hereof, Lessee, Pep Boys - Manny, Moe & Xxxx of
Delaware, Inc., a Delaware corporation ("Pep Boys-Delaware"), and The Pep Boys
Manny, Moe & Xxxx of California, a California corporation ("Pep Boys-
California"), as Indemnitors, hereby ratify and affirm each and every
representation, warranty, covenant, obligation and indemnity contained in that
certain Environmental Indemnity Agreement dated of even date with the
Transaction Agreement as of the date hereof and acknowledge that the
Environmental Indemnity Agreement remains in full force and effect.
5. By their execution hereof, Pep Boys-Delaware and Pep Boys-
California, in their capacity as Additional Lessees under the Lease, along with
Lessee Parent in its capacity as Lessee under the Lease, hereby ratify and
affirm each and every representation, warranty, covenant, obligation and
indemnity contained in the Lease as of the date hereof and acknowledge that the
Lease remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.
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