January 29, 2012 The Gores Group, LLC (“Gores”) 10877 Wilshire Boulevard, 18th Floor Los Angeles, CA 90024 Ladies and Gentlemen:Commitment Letter • February 8th, 2012 • BlackRock Inc. • Security brokers, dealers & flotation companies
Contract Type FiledFebruary 8th, 2012 Company IndustryThis commitment letter sets forth the commitment of the undersigned co-investor (the “Investor”) to purchase an Interest (as defined below) in Auto Co-Investors, LLC, a Delaware limited liability company (“Holdco”), which has been formed for the purpose of acquiring Auto Acquisition Company, LLC, a Delaware limited liability company (“Parent”), which, in turn, was formed to acquire, together with a special purpose vehicle owned by Gores Capital Partners, III, L.P. and affiliates of Gores (the “Sponsor”), The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”) pursuant to that certain Agreement and Plan of Merger, dated on or about January [__], 2012 (the “Merger Agreement”), by and among Parent, Auto Mergersub, Inc., a Pennsylvania corporation (“Merger Sub”), and the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in
January 29, 2012 The Gores Group, LLC (“Gores”) 10877 Wilshire Boulevard, 18th Floor Los Angeles, CA 90024 Ladies and Gentlemen:Commitment Letter • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores
Contract Type FiledFebruary 8th, 2012 Company IndustryThis commitment letter sets forth the commitment of the undersigned co-investor (the “Investor”) to purchase an Interest (as defined below) in Auto Co-Investors, LLC, a Delaware limited liability company (“Holdco”), which has been formed for the purpose of acquiring Auto Acquisition Company, LLC, a Delaware limited liability company (“Parent”), which, in turn, was formed to acquire, together with a special purpose vehicle owned by Gores Capital Partners, III, L.P. and affiliates of Gores (the “Sponsor”), The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”) pursuant to that certain Agreement and Plan of Merger, dated on or about January 29, 2012 (the “Merger Agreement”), by and among Parent, Auto Mergersub, Inc., a Pennsylvania corporation (“Merger Sub”), and the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Transaction”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in t