0001104659-06-056211 Sample Contracts

AMENDMENT NUMBER ONE
Rights 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.

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