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
This 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
GUARANTEEGuarantee • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores • New York
This Guarantee, dated as of January 29, 2012 (this “Guarantee”), of Gores Capital Partners III, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”).
January 29, 2012 Auto Acquisition Company, LLC c/o The Gores Group, LLC 10877 Wilshire Boulevard 18th Floor Los Angeles, CA 90024 Ladies and Gentlemen:Merger Agreement • February 8th, 2012 • Gores Group, LLC • Retail-auto & home supply stores
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), among Auto Acquisition Company, LLC, a Delaware limited liability company (“Parent”), Auto Mergersub, Inc., a Pennsylvania corporation (“Merger Sub”), and Pep Boys – Manny Moe & Jack, a Pennsylvania corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company with the Company as the surviving entity (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to the addressee in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.
