10-K

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TABLE OF CONTENTS
PART IV

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to

Commission file number 1-3381

The Pep Boys—Manny, Moe & Jack
(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation or organization)	23-0962915 (I.R.S. employer identification no.)
3111 West Allegheny Avenue, Philadelphia, PA (Address of principal executive office)	19132 (Zip code)

215-430-9000
(Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $1.00 par value	New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act:

None

         Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o    No ý

         As of the close of business on July 31, 2010 the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $446,917,000.

         As of April 1, 2011, there were 52,633,029 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the Company's fiscal year, for the Company's 2011 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	15
Item 4.	(Removed and Reserved)	16
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
Item 9A.	Controls and Procedures	85
Item 9B.	Other Information	88
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	88
Item 11.	Executive Compensation	88
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	88
Item 13.	Certain Relationships and Related Transactions and Director Independence	88
Item 14.	Principal Accounting Fees and Services	88
PART IV
Item 15.	Exhibits and Financial Statement Schedules	89
	Signatures	92

i

PART I

ITEM 1    BUSINESS

GENERAL

        The Pep Boys—Manny, Moe & Jack and subsidiaries ("the Company") began operations in 1921 and is the only national chain offering automotive service, tires, parts and accessories. This positioning allows us to streamline the distribution channel and pass the savings on to our customer facilitating our vision to be the automotive solutions provider of choice for the value-oriented customer. Our primary operating unit is our Supercenter format (averaging 20,600 sq.ft.), which serves both "do-it-for-me" ("DIFM", which includes service labor, installed merchandise and tires) and retail (which includes "do-it-yourself", or "DIY", and commercial) customers with the highest quality service offerings and merchandise. Most of our Supercenters have a commercial sales program that provides commercial credit and prompt delivery of tires, parts and other products to local, regional and national repair shops and dealers. In 2009, as part of our long-term strategy to lead with automotive service, we began complementing our existing Supercenter store base with Service & Tire Centers (averaging 5,800 sq.ft.). The Service & Tire Centers are designed to capture market share and leverage our existing Supercenters and support infrastructure. In 2010, we introduced new, smaller format (14,000 sq.ft.) Supercenters. The new, smaller Supercenters are designed to provide our customers with our complete offering of automotive service, tires, parts and accessories in a more efficient and cost-effective footprint. In total, as of January 29, 2011, the Company operated approximately 11,930,000 of gross square feet of retail space, including service bays.

        In fiscal 2010, we opened 28 new Service & Tire Centers and seven new Supercenters. We are targeting a total of 50 new Service & Tire Centers and five Supercenters in fiscal 2011, and 75 new Service & Tire Centers and ten Supercenters in fiscal 2012. We expect to lease new Service & Tire Center and Supercenter locations, as we believe that there are sufficient existing available locations in the marketplace with attractive lease terms to enable our expansion.

        The following table sets forth the percentage of total revenues from continuing operations contributed by each class of similar products or services for the Company and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein:

	Year ended
	January 29, 2011			January 30, 2010			January 31, 2009
Parts and accessories		63.5	%		63.9	%		65.1	%
Tires		16.9			16.4			16.3
Total merchandise sales		80.4			80.3			81.4
Service labor		19.6			19.7			18.6
Total revenues		100.0	%		100.0	%		100.0	%

        As of January 29, 2011, the Company operated its stores in 35 states and Puerto Rico. The following table indicates, by state, the number of stores the Company had in operation at the end of

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each of the last four fiscal years, and the number of stores opened and closed by the Company during each of the last three fiscal years:

NUMBER OF STORES AT END OF FISCAL YEARS 2007 THROUGH 2010

State	2010 Year End		Opened		Closed			2009 Year End		Opened		Closed		2008 Year End		Opened		Closed		2007 Year End
Alabama		1		—		—			1		—		—		1		—		—		1
Arizona		22		—		—			22		—		—		22		—		—		22
Arkansas		1		—		—			1		—		—		1		—		—		1
California		129		6		1			124		6		—		118		—		—		118
Colorado		7		—		—			7		—		—		7		—		—		7
Connecticut		7		—		—			7		—		—		7		—		—		7
Delaware		7		—		—			7		1		—		6		—		—		6
Florida		60		7		—			53		10		—		43		—		—		43
Georgia		25		3		—			22		—		—		22		—		—		22
Illinois		29		4		—			25		3		—		22		—		—		22
Indiana		7		—		—			7		—		—		7		—		—		7
Kentucky		4		—		—			4		—		—		4		—		—		4
Louisiana		8		—		—			8		—		—		8		—		—		8
Maine		1		—		—			1		—		—		1		—		—		1
Maryland		19		1		—			18		—		—		18		—		—		18
Massachusetts		7		1		—			6		—		—		6		—		—		6
Michigan		5		—		—			5		—		—		5		—		—		5
Minnesota		3		—		—			3		—		—		3		—		—		3
Missouri		1		—		—			1		—		—		1		—		—		1
Nevada		12		—		—			12		—		—		12		—		—		12
New Hampshire		4		—		—			4		—		—		4		—		—		4
New Jersey		32		1		—			31		2		—		29		—		—		29
New Mexico		8		—		—			8		—		—		8		—		—		8
New York		31		2		—			29		—		—		29		—		—		29
North Carolina		8		—		—			8		—		—		8		—		—		8
Ohio		12		2		—			10		—		—		10		—		—		10
Oklahoma		5		—		—			5		—		—		5		—		—		5
Pennsylvania		51		6		—			45		3		—		42		—		—		42
Puerto Rico		27		—		—			27		—		—		27		—		—		27
Rhode Island		2		—		—			2		—		—		2		—		—		2
South Carolina		6		—		—			6		—		—		6		—		—		6
Tennessee		7		—		—			7		—		—		7		—		—		7
Texas		49		2		—			47		—		—		47		—		—		47
Utah		6		—		—			6		—		—		6		—		—		6
Virginia		16		—		—			16		—		—		16		—		—		16
Washington		2		—		—			2		—		—		2		—		—		2
Total		621		35		1	(1)		587		25		—		562		—		—		562

⁽¹⁾

During fiscal 2010 the lease at one of our nine Pep Express locations expired and was not renewed.

INDUSTRY OVERVIEW

        The automotive aftermarket retail and service industry is in the mature stage of its life cycle and while the retail space is dominated by a small number of companies with large market shares, the automotive service business is highly fragmented. Over the past decade, consumers have moved away from DIY and toward DIFM due to increasing vehicle complexity and electronic content, and

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decreasing availability of diagnostic equipment and know-how. In addition, while this needs-based industry has a dedicated DIY customer base, the number of consumers who would prefer to have a professional fix their vehicle fluctuates with economic cycles. The drop in disposable income during the most recent recession forced some former DIFM consumers to work on their own vehicles. Weak labor and credit markets, depressed new vehicles sales and the increasing average length of vehicle ownership compounded this trend. The broader economic recovery is expected to increase disposable income, which will likely result in the reversal of this recent trend.

        We expect the shift away from DIY and toward DIFM to increase as the economy recovers, and continue for the foreseeable future. In anticipation of the change in consumer behavior we have adopted a long-term strategy of leading with our automotive service offerings and aggressively expanding our commercial business, while maintaining our DIY customer base through our innovative marketing programs in order to capitalize on the forecasted long-term growth of the DIFM industry and decline of the DIY business.

BUSINESS STRATEGY

        Our vision for Pep Boys is to take our industry-leading position in automotive services and accessories and to be the automotive solutions provider of choice for the value-oriented customer. Our brand positioning—"PEP BOYS DOES EVERYTHING. FOR LESS" is designed to convey to customers the breadth of the automotive services and merchandise that we offer and our value proposition. The four strategies to achieve our vision are to: (i) Earn the trust of our customers every day, (ii) Lead with our service business and grow through our Service & Tire Centers, (iii) Establish a differentiated DIY experience by leveraging our Automotive Superstore and (iv) Leverage our Automotive Superstore to provide the most complete offering for our commercial customers.

        Earn the TRUST of our Customers every day.    We do this by delivering a customer experience that is based on Speed, Expertise, Respect and Value. We start with our associates and our goal to be the preferred employer in our industry by focusing on associate hiring practices, training and development, and rewarding associate performance through performance-based compensation plans. In our stores, we strive to continuously improve the customer experience by providing better looking and easier to shop stores and more consistent execution of our simplified and streamlined operations. We have developed a specific tailored marketing plan for each of our markets to maximize our reach and efficiencies. These marketing programs focus on TV and radio promotions scheduled around traditional shopping holidays that focus on the most frequently needed services. These promotions are supplemented by extensive direct marketing and grass-roots campaigns and occasional print campaigns. We have a rewards program that benefits customers whether they choose to do it themselves or have us do it for them and helps to drive customer count increases and repeat business through discounted towing, free services and rewards points for purchases.

        Lead with our Service business and grow through our Service & Tire Centers.    We do this by being a full service—tire, maintenance and repair—shop that DOES EVERYTHING. FOR LESS. Our full service capabilities, ASE (Automotive Service Excellence) certified technicians and continuous investment in training and equipment allow customers to rely on us for all of their automotive service and maintenance needs. We can provide these services at highly-competitive prices because our size and business model allow us to buy quality parts at lower prices and pass those savings onto our customers. We believe that offering a broad assortment of private label and branded tires at competitive prices provides a competitive advantage to the Company since DIY competitors do not sell tires and related services. In order to further leverage our tire business, we are in the process of introducing a new interactive web application which allows customers to shop for the tire that best fits their needs and simultaneously schedule installation services at one of our stores.

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        Our store growth plans are centered on a "hub and spoke" model, which calls for adding smaller neighborhood Service & Tire Centers to our existing Supercenter store base in order to further leverage our existing inventories, distribution network, operations infrastructure and advertising spend. We opened 35 new stores in 2010—28 Service & Tire Centers and seven Supercenters. Our plans call for 55 new locations in 2011, followed by 85 in 2012. The typical Service & Tire Center is full service with approximately six service bays and $1.0 million in expected annual sales. Our Service & Tire Centers offer customer convenience, allowing us to be close to our customers' home or work and generally serve a higher demographic customer than our Supercenters. To further leverage our store investment, we are focused on expanding our vehicle fleet business by communicating our value offering to local and national fleet accounts through targeted marketing, improving store execution and expanding our dedicated fleet resources.

        Establish a differentiated Retail experience by leveraging our Automotive Superstore.    The size of our stores allows us to provide the highest level of replacement parts coverage and the broadest range of maintenance, performance and appearance products and accessories in the industry. We are able to leverage our Superhub stores, which have a larger assortment of product than our normal Supercenter, to satisfy customer needs for slow-moving product by delivering this product to requesting Supercenters on demand. As part of our commitment to carry the best assortment of automotive aftermarket merchandise, we make assortment decisions by examining every merchandise category using market and demographic data to assure we have the best product in the right place. This category management process ensures our assortment includes the appropriate coverage for service, DIY and commercial consumers as well as allowing us to make good, sound decisions about price, product and promotions.

        Leverage our Automotive Superstore to provide the most complete offering for our Commercial customers.    To further leverage our inventory and automotive aftermarket expertise, we continue to expand our commercial operations. In addition to offering these customers parts and fluids, we enjoy a competitive advantage of also being able to offer tires, equipment, accessories and services.

STORE IMPROVEMENTS

        In fiscal 2010, the Company's capital expenditures totaled $70.3 million which, in addition to our regularly-scheduled facility improvements, included the addition of 35 stores and the upgrade of our store computer systems hardware. Our fiscal 2011 capital expenditures are expected to be approximately $80.0 million, which includes the addition of approximately 50 Service & Tire Centers, five Supercenters and the conversion of 24 Supercenters into Superhubs. These expenditures are expected to be funded from cash on hand and net cash generated from operating activities. Additional capacity, if needed, exists under our revolving credit facility.

SERVICES AND PRODUCTS

        The Company operates a total of 6,259 service bays in 613 of its 621 locations. Each service location performs a full range of automotive repair and maintenance services (except body work) and installs tires, hard parts and accessories.

        Each Pep Boys Supercenter and Pep Express store carries a similar product line, with variations based on the number and type of cars in the markets where the store is located, while a Pep Boys Service & Tire Center carries tires and a limited selection of our other products. A full complement of inventory at a typical Supercenter includes an average of approximately 26,000 items, while Service & Tire Centers average approximately 3,400 items. The Company's product lines include: tires (not stocked at Pep Express stores); batteries; new and remanufactured parts for domestic and import vehicles; chemicals and maintenance items; fashion, electronic, and performance accessories; and a limited amount of select non-automotive merchandise that appeals to automotive "Do-It-Yourself" customers, such as generators, power tools, personal transportation products and canopies.

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        In addition to offering a wide variety of high quality name brand products, the Company sells an array of high quality products under various private label names. The Company sells tires under the names DEFINITY, FUTURA® and CORNELL®, and batteries under the name PROSTART®. The Company also sells wheel covers under the name FUTURA®; water pumps and cooling system parts under the name PROCOOL®; air filters, anti-freeze, chemicals, cv axles, lubricants, oil, oil filters, oil treatments, transmission fluids, wheel rims and wiper blades under the name PROLINE®; alternators, battery booster packs, alkaline type batteries and starters under the name PROSTART®; power steering hoses, chassis parts and power steering pumps under the name PROSTEER®; brakes under the name PROSTOP® and brakes, batteries, starters, and ignitions under the name VALUEGRADE. All products sold by the Company under various private label names were approximately 31% of the Company's merchandise sales in fiscal 2010 and 2009, and 28% in fiscal 2008.

        The Company's commercial automotive parts delivery program, branded PEP EXPRESS PARTS®, is designed to increase the Company's market share with the professional installer and to leverage inventory investment. The program satisfies the commercial customer's automotive inventory needs by taking advantage of the breadth and quality of the Company's parts inventory as well as its experience supplying its own service bays and mechanics. As of January 29, 2011, approximately 80% or 454 of the Company's 568 Supercenters and Pep Express stores provided commercial parts delivery as compared to approximately 80% or 451 stores at the end of fiscal 2009.

        In 2009, the Company began a 20-store pilot program designed to fulfill the Company's goal to be the automotive solutions provider of choice for mobile electronics and installation services. The Company re-organized its automotive audio product lines to include radios, speakers, amplifiers, remote starters and alarm systems from the most popular brands. The key to this program is the addition of expert sales and installation technicians to service our customers' needs. As of January 29, 2011, the installation program was available at 110 stores and the Company expects to double the number of stores offering this service in fiscal 2011. We also added five new Speed Shops to existing Supercenters during fiscal 2010, bringing our total number of Speed Shops to seven. Speed Shops create a differentiated retail experience for automotive enthusiasts by stocking high-performance and specialty products.

        The Company has a point-of-sale system in all of its stores, which gathers sales and inventory data by stock-keeping unit from each store on a daily basis. This information is then used by the Company to help formulate its pricing, inventory, marketing, and merchandising strategies. The Company has an electronic parts catalog that allows our employees to efficiently look up the parts that our customers need and to provide complete job solutions, advice and information for customer vehicles. The Company has an electronic work order system in all of its service centers. This system creates a service history for each vehicle, provides customers with a comprehensive sales document and enables the Company to maintain a service customer database.

        The Company primarily uses an "Everyday Low Price" (EDLP) strategy in establishing its selling prices. Management believes that EDLP provides better value to its customers on a day-to-day basis, helps level customer demand and allows more efficient management of inventories. On a periodic basis, the Company employs a promotional pricing strategy on select items and service offers to drive increased customer traffic.

        We believe that targeted advertising and promotions play important roles in succeeding in today's environment. We are constantly working to understand our customers' wants and needs so that we can build long-lasting, loyal relationships. We utilize promotions, advertising, and loyalty card programs to promote our service and repair capabilities, merchandise offerings and our commitment to customer service and satisfaction. The Company is committed to an effective promotional schedule with TV and radio promotions that focus on the most frequently needed services and are scheduled around periods of time when automotive repair and preventative maintenance are top of mind and relevant to our

5

customers. These promotions will be supplemented by extensive direct marketing and grass-roots campaigns and occasional print campaigns. Finally, we utilize in-store signage, creative product placement and promotions to help educate customers about products that fit their needs.

        The Company maintains a web site located at www.pepboys.com. It serves as a portal to our Company, allowing consumers the freedom and convenience to access more information about the organization, our stores and our service, tires, parts and accessories offerings. Consumers can schedule a service appointment on our web site with our eServe application, as well as keep track of all their maintenance and service records electronically through our online Glovebox application. The site also provides consumers with general and seasonal car care tips, do-it-yourself vehicle maintenance and light repair guidance, and safe driving pointers. Exclusive online coupons are available to site visitors who register their e-mail addresses with us. These coupons cover special discounts on services and products at Pep Boys.

STORE OPERATIONS AND MANAGEMENT

        Most Pep Boys stores are open seven days a week. Each Supercenter has a Retail Manager and Service Manager (Service & Tire Centers only have a Service Manager while Pep Express stores only have a Retail Manager) who report to geographic-specific Area Directors and Division Vice Presidents. The Division Vice Presidents report to the Executive Vice President of Stores who in turn reports to the President and Chief Executive Officer. As of January 29, 2011, a Retail Manager's and a Service Manager's average length of service with the Company is approximately 8.6 and 5.5 years, respectively.

        Supervision and control over individual stores is facilitated by Area Directors and Divisional Vice Presidents making regular visits to stores and utilizing the Company's computer system and operational handbooks. All of the Company's advertising, accounting, purchasing, information technology, and most of its administrative functions are conducted at its corporate headquarters in Philadelphia, Pennsylvania. Certain administrative functions for the Company's regional operations are performed at various regional offices of the Company. See "Item 2 Properties."

INVENTORY CONTROL AND DISTRIBUTION

        Most of the Company's merchandise is distributed to its stores from its warehouses by dedicated and contract carriers. Target levels of inventory for each product are established for each warehouse and store based upon prior shipment history, sales trends and seasonal demand. Inventory on hand is compared to the target levels on a weekly basis at each warehouse, potentially triggering re-ordering of merchandise from suppliers. In addition, each Pep Boys store has an automated inventory replenishment system that orders additional inventory, generally from a warehouse, when a store's inventory on-hand falls below the target levels. Recently, we consolidated certain of our slow-moving hard parts inventory that had previously been stocked at each of our five warehouses into our centrally-located Indianapolis warehouse that can service each of our stores with overnight delivery of these parts, when necessary.

        The Company also operates certain of its Supercenters as Superhubs, which have a larger assortment of auto parts than our normal Supercenter. Implementation of the Superhub concept enabled local expansion of our auto parts product assortment in a cost effective manner. We are now able to satisfy customer needs for slow-moving auto parts by carrying limited amounts of this product at Superhub locations. These Superhubs then deliver this product to requesting Supercenters to fulfill customer demand. Superhubs are generally replenished from distribution centers multiple times per week. As of January 29, 2011, the Company operated 19 Superhubs within existing Supercenters, with plans to convert an additional 24 Superhubs in fiscal 2011.

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SUPPLIERS

        During fiscal 2010, the Company's ten largest suppliers accounted for approximately 53% of the merchandise purchased. No single supplier accounted for more than 20% of the Company's purchases. The Company has no long-term contracts under which it is required to purchase merchandise. Management believes that the relationships the Company has established with its suppliers are generally good.

        In the past, the Company has not experienced difficulty in obtaining satisfactory sources of supply and believes that adequate alternative sources of supply exist, at similar cost, for the types of merchandise sold in its stores. Recently, however, due to industry-wide supply constraints, the Company has experienced some difficulty in obtaining the full amount of its desired tire supply from its current suppliers and, accordingly, is pursuing relationships with supplemental suppliers.

COMPETITION

        The Company operates in a highly competitive environment. The Company encounters competition from nationwide and regional chains and from local independent service providers and merchants. The Company's competitors include general, full range, discount or traditional department stores which carry automotive parts and accessories and/or have automotive service centers, as well as specialized automotive retailers. Generally, the specialized automotive retailers focus on either the "do-it-yourself" or "do-it-for-me" areas of the business. The Company believes that its operation in both the "do-it-for-me" and "do-it-yourself" areas of the business positively differentiates it from most of its competitors. However, certain competitors are larger in terms of sales volume, store size, and/or number of stores. Therefore, these competitors have access to greater capital and management resources and have been operating longer or have more stores in particular geographic areas than the Company. The principal methods of competition in our industry include store location, customer service, product offerings, quality and price.

REGULATION

        The Company is subject to various federal, state and local laws and governmental regulations relating to the operation of its business, including those governing the handling, storage and disposal of hazardous substances contained in the products it sells and uses in its service bays, the recycling of batteries, tires and used lubricants, the sale of small engine merchandise and the ownership and operation of real property.

EMPLOYEES

        At January 29, 2011, the Company employed 18,279 persons as follows:

Description	Full-time		%		Part-time		%		Total		%
Retail		3,945		31.7		4,093		70.1		8,038		44.0
Service center		7,201		57.9		1,668		28.6		8,869		48.5
Store total		11,146		89.6		5,761		98.7		16,907		92.5
Warehouses		539		4.3		71		1.2		610		3.3
Offices		756		6.1		6		0.1		762		4.2
Total employees		12,441		100.0		5,838		100.0		18,279		100.0

        The Company had no union employees as of January 29, 2011. At January 30, 2010, the Company employed 11,881 full-time and 5,837 part-time employees.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained herein, including in "Item 1 Business" and "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations", constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "guidance," "expects," "anticipates," "estimates," "forecasts" and similar expressions are intended to identify these forward-looking statements. Forward-looking statements include management's expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be achieved. Our actual results may differ materially from the results discussed in the forward-looking statements due to factors beyond our control, including the strength of the national and regional economies, retail and commercial consumers' ability to spend, the health of the various sectors of the automotive aftermarket, the weather in geographical regions with a high concentration of our stores, competitive pricing, the location and number of competitors' stores, product and labor costs and the additional factors described in our filings with the Securities and Exchange Commission ("SEC"). See "Item 1A Risk Factors." We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

SEC REPORTING

        We electronically file certain documents with, or furnish such documents to, the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, along with any related amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. From time-to-time, we may also file registration and related statements pertaining to equity or debt offerings. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file or furnish documents electronically with the SEC. All our filings can be accessed through the Securities and Exchange Commission website at www.sec.gov and searching with our ticker symbol "PBY".

        We provide free electronic access to our annual, quarterly and current reports (and all amendments to these reports) on our Internet website, www.pepboys.com, under the Investor Relations/Financial Information/SEC Filings link. These reports are available on our website as soon as reasonably practicable after we electronically file or furnish such materials with or to the SEC. Information on our website does not constitute part of this Annual Report, and any references to our website herein are intended as inactive textual references only.

        Copies of our SEC reports are also available free of charge. Please call our investor relations department at 215-430-9459 or write Pep Boys, Investor Relations, 3111 West Allegheny Avenue, Philadelphia, PA 19132 to request copies.

8

EXECUTIVE OFFICERS OF THE COMPANY

        The following table indicates the name, age, tenure with the Company and position (together with the year of election to such position) of the executive officers of the Company:

Name	Age		Tenure with Company as of April 2011	Position with the Company and Date of Election to Position
Michael R. Odell		47	4 years	President and Chief Executive Officer since June 2010
Raymond L. Arthur		52	3 years	Executive Vice President—Chief Financial Officer since May 2008
William E. Shull III		52	3 years	Executive Vice President—Stores since June 2010
Scott A. Webb		47	4 years	Executive Vice President—Merchandising & Marketing since June 2010
Joseph A. Cirelli		52	34 years	Senior Vice President—Business Development since November 2007
Troy E. Fee		42	4 years	Senior Vice President—Human Resources since July 2007
Brian D. Zuckerman		41	12 years	Senior Vice President—General Counsel & Secretary since March 2009

        Michael R. Odell was named Chief Executive Officer on September 22, 2008, after serving as Interim Chief Executive Officer since April 23, 2008. Mr. Odell received the additional title of President on June 17, 2010. Mr. Odell joined the Company in September 2007 as Executive Vice President—Chief Operating Officer, after having most recently served as the Executive Vice President and General Manager of Sears Retail & Specialty Stores. Mr. Odell joined Sears in its finance department in 1994 where he served until he joined Sears' operations team in 1998. There he served in various executive operations positions of increasing seniority, including as Vice President, Stores—Sears Automotive Group.

        Raymond L. Arthur joined Pep Boys in May 2008 after serving as Executive Vice President and Chief Financial Officer of Toys "R" Us Inc., from 2004 to 2006, where he oversaw its strategic review and restructuring of company-wide operations, as well as managing the leveraged buy-out of the company. During his seven year tenure at Toys "R" Us, Mr. Arthur also served as President and Chief Financial Officer of toysrus.com from 2000 to 2003 and as Corporate Controller of Toys "R" Us from 1999 to 2000. Prior to that, he worked in a variety of roles of increasing responsibility for General Signal, American Home Products, American Cyanamid and in public accounting.

        William E. Shull III was named Executive Vice President—Stores on June 17, 2010 after having joined the Company in September 2008 as Senior Vice President—Stores. Over the last 25 years Mr. Shull has held several senior management positions with a variety of retail and service companies where his focus was on building and integrating store management teams into successfully profitable and cohesive units. In his 13 years at AutoZone he was instrumental in building the foundation of the retail chain in 4 geographic regions and responsible for store communications, training, and served on several strategic initiative committees.

        Scott A. Webb was named Executive Vice President—Merchandising & Marketing on June 17, 2010 after having joined the Company in September 2007 as Senior Vice President—Merchandising & Marketing. Prior to joining Pep Boys, Mr. Webb served as the Vice President, Merchandising and Customer Satisfaction of AutoZone. Mr. Webb joined AutoZone in 1986 where he began his service in field management before transitioning, in 1992, to the Merchandising function.

        Joseph A. Cirelli was named Senior Vice President—Corporate Development in November 2007. Since March 1977, Mr. Cirelli has served the Company in positions of increasing seniority, including

9

Senior Vice President—Service, Vice President—Real Estate and Development, Vice President—Operations Administration, and Vice President—Customer Satisfaction.

        Troy E. Fee, Senior Vice President—Human Resources, joined the Company in July 2007, after having most recently served as the Senior Vice President of Human Resources Shared Services for TBC Corporation, then the parent company of Big O Tires, Tire Kingdom and National Tire & Battery. Mr. Fee has over 20 years experience in operations and human resources in the tire and automotive service and repair business.

        Brian D. Zuckerman was named Senior Vice President—General Counsel & Secretary on March 1, 2009 after having most recently served as Vice President—General Counsel & Secretary since 2003. Mr. Zuckerman joined the Company as a staff attorney in 1999. Prior to joining Pep Boys, Mr. Zuckerman practiced corporate and securities law with two firms in Philadelphia.

        Each of the executive officers serves at the pleasure of the Board of Directors of the Company.

10

ITEM 1A    RISK FACTORS

        The following section discloses all known material risks that we face. However, it does not include risks that may arise in the future that are yet unknown nor existing risks that we do not judge material to the presentation of our financial statements. If any of the events or circumstances described as risk below actually occurs, our business, results of operations and/or financial condition could be materially and adversely affected.

Risks Related to Pep Boys

         We may not be able to successfully implement our business strategy, which could adversely affect our business, financial condition, results of operations and cash flows.

        Our long-term strategic plan, which we update annually, includes numerous initiatives to increase sales, enhance our margins and increase our return on invested capital in order to increase our earnings and cash flow. If these initiatives are unsuccessful, or if we are unable to implement the initiatives efficiently and effectively, our business, financial condition, results of operations and cash flows could be adversely affected.

        Successful implementation of our business strategy also depends on factors specific to the automotive aftermarket industry, many of which may be beyond our control (see "Risks Related to Our Industry").

         If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations.

        We require significant capital to fund our business. While we believe we have the ability to sufficiently fund our planned operations and capital expenditures for the next fiscal year, circumstances could arise that would materially affect our liquidity. For example, cash flows from our operations could be affected by changes in consumer spending habits or the failure to maintain favorable vendor payment terms or our inability to successfully implement sales growth initiatives. We may be unsuccessful in securing alternative financing when needed, on terms that we consider acceptable, or at all.

        The degree to which we are leveraged could have important consequences to your investment in our securities, including the following risks:

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired in the future;

•

a substantial portion of our cash flow from operations must be dedicated to the payment of rent and the principal and interest on our debt, thereby reducing the funds available for other purposes;

•

our failure to comply with financial and operating restrictions placed on us and our subsidiaries by our credit facilities could result in an event of default that, if not cured or waived, could have a material adverse effect on our business or our prospects; and

•

if we are substantially more leveraged than some of our competitors, we might be at a competitive disadvantage to those competitors that have lower debt service obligations and significantly greater operating and financial flexibility than we do.

11

         We depend on our relationships with our vendors and a disruption of these relationships or of our vendors' operations could have a material adverse effect on our business and results of operations.

        Our business depends on developing and maintaining productive relationships with our vendors. Many factors outside our control may harm these relationships. For example, financial difficulties that some of our vendors may face may increase the cost of the products we purchase from them or may interrupt our source of supply. In addition, our failure to promptly pay, or order sufficient quantities of inventory from our vendors may increase the cost of products we purchase or may lead to vendors refusing to sell products to us at all.

        Some of the most important vendor relationships that we maintain are with our tire vendors. Recently, due to industry-wide supply constraints, the Company has experienced some difficulty in obtaining the full amount of its desired tire supply from its current vendors and, accordingly, is pursuing relationships with supplemental vendors.

        A disruption of our vendor relationships or a disruption in our vendors' operations could have a material adverse effect on our business and results of operations.

         We depend on our senior management team and our other personnel, and we face substantial competition for qualified personnel.

        Our success depends in part on the efforts of our senior management team. Our continued success will also depend upon our ability to retain existing, and attract additional, qualified field personnel to meet our needs. We face substantial competition, both from within and outside of the automotive aftermarket to retain and attract qualified personnel. In addition, we believe that the number of qualified automotive service technicians in the industry is generally insufficient to meet demand.

         We are subject to environmental laws and may be subject to environmental liabilities that could have a material adverse effect on us in the future.

        We are subject to various federal, state and local environmental laws and governmental regulations relating to the operation of our business, including those governing the handling, storage and disposal of hazardous substances contained in the products we sell and use in our service bays, the recycling of batteries, tires and used lubricants, the ownership and operation of real property and the sale of small engine merchandise. When we acquire or dispose of real property or enter into financings secured by real property, we undertake investigations that may reveal soil and/or groundwater contamination at the subject real property. All such known contamination has either been remediated, or is in the process of being remediated. Any costs expected to be incurred related to such contamination are either covered by insurance or financial reserves provided for in the consolidated financial statements. However, there exists the possibility of additional soil and/or groundwater contamination on our real property where we have not undertaken an investigation. A failure by us to comply with environmental laws and regulations could have a material adverse effect on us.

12

Risks Related to Our Industry

         Our industry is highly competitive, and price competition in some segments of the automotive aftermarket or a loss of trust in our participation in the "do-it-for-me" market, could cause a material decline in our revenues and earnings.

        The automotive aftermarket retail and service industry is highly competitive and subjects us to a wide variety of competitors. We compete primarily with the following types of businesses in each segment of the automotive aftermarket:

Retail

Do-It-Yourself

•

automotive parts and accessories stores;

•

automobile dealers that supply manufacturer replacement parts and accessories; and

•

mass merchandisers and wholesale clubs that sell automotive products and select non-automotive merchandise that appeals to automotive "Do-It-Yourself" customers, such as generators, power tools and canopies.

Commercial

•

mass merchandisers, wholesalers and jobbers (some of which are associated with national parts distributors or associations).

Service

Do-It-For-Me

•

regional and local full service automotive repair shops;

•

automobile dealers that provide repair and maintenance services;

•

national and regional (including franchised) tire retailers that provide additional automotive repair and maintenance services; and

•

national and regional (including franchised) specialized automotive (such as oil change, brake and transmission) repair facilities that provide additional automotive repair and maintenance services.

Tires

•

national and regional (including franchised) tire retailers; and

•

mass merchandisers and wholesale clubs that sell tires.

        A number of our competitors have more financial resources, are more geographically diverse, have a higher geographic market concentration or have better name recognition than we do, which might place us at a competitive disadvantage to those competitors. Because we seek to offer competitive prices, if our competitors reduce their prices we may also be forced to reduce our prices, which could cause a material decline in our revenues and earnings.

        With respect to the service labor category, the majorities of consumers are unfamiliar with their vehicle's mechanical operation and, as a result, often select a service provider based on trust. Potential occurrences of negative publicity associated with the Pep Boys brand, the products we sell or installation or repairs performed in our service bays, whether or not factually accurate, could cause

13

consumers to lose confidence in our products and services in the short or long term, and cause them to choose our competitors for their automotive service needs.

         Vehicle miles driven may decrease, resulting in a decline of our revenues and negatively affecting our results of operations.

        Our industry depends on the number of vehicle miles driven. Factors that may cause the number of vehicle miles and our revenues and our results of operations to decrease include:

•

the weather—as vehicle maintenance may be deferred during periods of inclement weather;

•

the economy—as during periods of poor economic conditions, customers may defer vehicle maintenance or repair, and during periods of good economic conditions, consumers may opt to purchase new vehicles rather than service the vehicles they currently own and replace worn or damaged parts;

•

gas prices—as increases in gas prices may deter consumers from using their vehicles; and

•

travel patterns—as changes in travel patterns may cause consumers to rely more heavily on mass transportation.

         Economic factors affecting consumer spending habits may continue, resulting in a decline in revenues and may negatively impact our business.

        Many economic and other factors outside our control, including consumer confidence, consumer spending levels, employment levels, consumer debt levels and inflation, as well as the availability of consumer credit, affect consumer spending habits. A significant deterioration in the global financial markets and economic environment, recessions or an uncertain economic outlook could adversely affect consumer spending habits and can result in lower levels of economic activity. The domestic and international political situation also affects consumer confidence. Any of these events and factors could cause consumers to curtail spending, especially with respect to our more discretionary merchandise offerings, such as automotive accessories, tools and personal transportation products.

        During fiscal 2009, there was significant deterioration in the global financial markets and economic environment, which negatively impacted consumer spending and our revenues. While the economic climate improved somewhat in fiscal 2010, consumer spending has not returned to pre-recession levels. If the economy does not continue to strengthen, or if our efforts to counteract the impacts of these trends are not sufficiently effective, our revenues could decline, negatively affecting our results of operations.

         Consolidation among our competitors may negatively impact our business.

        Our industry has experienced consolidation over time. If this trend continues or if our competitors are able to achieve efficiencies in their mergers, the Company may face greater competitive pressures in the market in which they operate.

ITEM 1B    UNRESOLVED STAFF COMMENTS

        None.

ITEM 2    PROPERTIES

        The Company owns its five-story, approximately 300,000 square foot corporate headquarters in Philadelphia, Pennsylvania and a 60,000 square foot office building in Los Angeles, California. The Company also owns the following administrative regional offices—approximately 4,000 square feet of

14

space in each of Melrose Park, Illinois and Bayamon, Puerto Rico. The Company leases an administrative regional office of approximately 4,000 square feet in Carrollton, Texas.

        Of the 621 store locations operated by the Company at January 29, 2011, 232 are owned and 389 are leased. As of January 29, 2011, 126 of the 232 stores owned by the Company are currently used as collateral under our Senior Secured Term Loan, due October 2013.

        The following table sets forth certain information regarding the owned and leased warehouse space utilized by the Company to replenish its store locations at January 29, 2011:

Warehouse Locations	Products Warehoused	Approximate Square Footage		Owned or Leased	Stores Serviced		States Serviced
San Bernardino, CA	All		600,000	Leased		172	AZ, CA, NM, NV, UT, WA
McDonough, GA	All		392,000	Owned		141	AL, FL, GA, LA, NC, PR, SC, TN
Mesquite, TX	All		244,000	Owned		71	AR, CO, LA, MO, NM, OK, TX
Plainfield, IN	All		403,000	Owned		70	IL, IN, KY, MI, MN, OH, PA
Chester, NY	All		402,000	Owned		167	CT, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VA
Philadelphia, PA	Tires & Batteries		74,000	Leased		64	DE, NJ, PA, VA, MD
McDonough, GA	All except tires		30,000	Leased		—	Auxiliary warehouse space
Total			2,145,000

        In addition to the distribution centers above, the Company leases three satellite warehouses comprising a total of 60,500 square feet. These satellite warehouses stock approximately 37,000 Stock-Keeping Units (SKUs), serve an average of 10–30 stores and have retail capabilities. Subsequently in fiscal 2011, the lease for auxiliary warehouse space in McDonough, GA expired and was not renewed. The Company anticipates that its existing and future warehouse space and its access to outside storage will accommodate inventory necessary to support future store expansion and any increase in SKUs through the end of fiscal 2011.

ITEM 3    LEGAL PROCEEDINGS

        In September 2006, the United States Environmental Protection Agency ("EPA") requested certain information from the Company as part of an investigation to determine whether the Company had violated the Clean Air Act and its non-road engine regulations. The information requested concerned certain generator and personal transportation merchandise offered for sale by the Company. In the fourth quarter of fiscal 2008, the United States Environmental Protection Agency ("EPA") informed the Company that it believed that the Company had violated the Clean Air Act by virtue of the fact that certain of this merchandise did not conform to their corresponding EPA Certificates of Conformity. During the third quarter of fiscal 2009, the Company and the EPA reached a settlement in principle of this matter requiring that the Company (i) pay a monetary penalty of $5.0 million, (ii) take certain corrective action with respect to certain inventory that had been restricted from sale during the course of the investigation, (iii) implement a formal compliance program and (iv) participate in certain non-monetary emission offset activities. The Company had previously accrued an amount equal to the agreed upon civil penalty and a $3.0 million contingency accrual with respect to the restricted inventory. During fiscal 2009, the Company reversed approximately $2.0 million of the inventory accrual as a portion of the subject inventory was released for sale by the EPA as remediation efforts had been completed. During the second quarter of fiscal 2010, the Company completed the remediation efforts and accordingly reversed approximately $1.0 million of the inventory accrual. Further, the Company reached an agreement with the merchandise vendor to cover the entire cost of retrofitting a portion of the remaining subject merchandise and to accept the balance of the subject inventory for return for full

15

credit. During the second quarter of fiscal 2010, the formal settlement agreement between the Company and the EPA became effective and the Company paid the monetary penalty.

        The Company is also party to various other actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss could be material to the Company's financial position, any such loss could have a material adverse effect on the Company's results of operations in the period(s) during which the underlying matters are resolved.

ITEM 4    (REMOVED AND RESERVED)

16

PART II

ITEM 5    MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        The common stock of The Pep Boys—Manny, Moe & Jack is listed on the New York Stock Exchange under the symbol "PBY." There were 4,634 registered shareholders as of April 1, 2011. The following table sets forth for the periods listed, the high and low sale prices and the cash dividends paid on the Company's common stock.

MARKET PRICE PER SHARE

	Market Price Per Share
					Cash Dividends Per Share
	High		Low
Fiscal 2010
Fourth quarter	$	15.96	$	11.37	$	0.03
Third quarter		12.00		8.82		0.03
Second quarter		13.26		7.86		0.03
First quarter		13.42		8.08		0.03
Fiscal 2009
Fourth quarter	$	9.29	$	7.76	$	0.03
Third quarter		10.69		8.40		0.03
Second quarter		10.83		5.87		0.03
First quarter		8.52		2.76		0.03

        On March 12, 2009, the Board of Directors reduced the quarterly cash dividend to $0.03 per share. It is the present intention of the Board of Directors to continue to pay this quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company and other factors which the Board of Directors deems relevant.

        On January 26, 2010, the Company terminated the flexible employee benefits trust (the "Trust") that was established on April 29, 1994 to fund a portion of the Company's obligations arising from various employee compensation and benefit plans. In accordance with the terms of the Trust, upon its termination, the Trust's sole asset, consisting of 2,195,270 shares of the Company's common stock, was transferred to the Company in exchange for the full satisfaction and discharge of all intercompany indebtedness then owed by the Trust to the Company. The termination of the Trust had no impact on the Company's consolidated financial statements, except for the reclassification of the shares within the shareholders equity section of the Company's Consolidated Balance Sheets.

EQUITY COMPENSATION PLANS

        The following table sets forth the Company's shares authorized for issuance under its equity compensation plans at January 29, 2011:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column (a))
Equity compensation plans approved by security holders		2,493,181	$	6.28		1,818,706

17

STOCK PRICE PERFORMANCE

        The following graph compares the cumulative total return on shares of Pep Boys stock over the past five years with the cumulative total return on shares of companies in (1) the Standard & Poor's SmallCap 600 Index, (2) the S&P 600 Automotive Retail Index and (3) an index of peer and comparable companies as determined by the Company. The comparison assumes that $100 was invested in January 2006 in Pep Boys Stock and in each of the indices and assumes reinvestment of dividends. The S&P 600 Automotive Retail Index consists of companies in the S&P SmallCap 600 index that meet the definition of the automotive retail classification, and is currently comprised of: Group 1 Automotive, Inc.; Lithia Motors, Inc.; Midas, Inc.; Monro Muffler Brake, Inc.; Sonic Automotive, Inc.; and The Pep Boys—Manny, Moe & Jack. The companies currently comprising the Peer Group are: Aaron's, Inc.; Advance Auto Parts, Inc.; AutoZone, Inc.; Big 5 Sporting Goods Corp.; Cabelas, Inc.; Conn's, Inc.; Dick's Sporting Goods, Inc.; HHGregg, Inc.; Midas, Inc.; Monro Muffler Brake, Inc.; O'Reilly Automotive, Inc.; PetSmart, Inc.; RadioShack Corp.; Rent-A-Center, Inc.; Tractor Supply Co.; West Marine, Inc.

Company/Index	Jan. 2006		Jan. 2007		Jan. 2008		Jan. 2009		Jan. 2010		Jan. 2011
Pep Boys	$	100.00	$	104.71	$	77.54	$	20.14	$	59.04	$	99.97
S&P SmallCap 600 Index	$	100.00	$	109.90	$	103.18	$	63.68	$	88.49	$	115.87
Peer Group	$	100.00	$	114.07	$	97.16	$	82.35	$	111.82	$	167.33
S&P 600 Automotive Retail Index	$	100.00	$	130.47	$	82.07	$	22.48	$	62.30	$	88.54

18

ITEM 6    SELECTED FINANCIAL DATA

        The following tables set forth the selected financial data for the Company and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein.

Fiscal Year Ended		Jan. 29, 2011			Jan. 30, 2010			Jan. 31, 2009			Feb. 2, 2008			Feb. 3, 2007
		(dollar amounts are in thousands, except per share data)
STATEMENT OF OPERATIONS DATA(6)
Merchandise sales		$	1,598,168		$	1,533,619		$	1,569,664		$	1,749,578		$	1,853,077
Service revenue			390,473			377,319			358,124			388,497			390,778
Total revenues			1,988,641			1,910,938			1,927,788			2,138,075			2,243,855
Gross profit from merchandise sales(7)			487,788	(1)		448,815	(2)		440,502	(3)		443,626	(4)		533,276
Gross profit from service revenue(7)			34,564	(1)		37,292	(2)		24,930	(3)		42,611	(4)		33,004
Total gross profit			522,352	(1)		486,107	(2)		465,432	(3)		486,237	(4)		566,280
Selling, general and administrative expenses			442,239			430,261			485,044			518,373			546,399
Net gain from disposition of assets			2,467			1,213			9,716			15,151			8,968
Operating profit (loss)			82,580			57,059			(9,896	)		(16,985	)		28,849
Non-operating income			2,609			2,261			1,967			5,246			7,023
Interest expense			26,745			21,704	(5)		27,048	(5)		51,293			49,342
Earnings (loss) from continuing operations before income taxes, discontinued operations and cumulative effect of change in accounting principle			58,444	(1)		37,616	(2)		(34,977	)(3)		(63,032	)(4)		(13,470	)
Earnings (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle			37,171			24,113			(28,838	)		(37,438	)		(7,071	)
Discontinued operations, net of tax			(540	)		(1,077	)(2)		(1,591	)(3)		(3,601	)(4)		4,333
Cumulative effect of change in accounting principle, net of tax			—			—			—			—			189
Net earnings (loss)			36,631			23,036			(30,429	)		(41,039	)		(2,549	)
BALANCE SHEET DATA
Working capital		$	203,367		$	205,525		$	179,233		$	195,343		$	163,960
Current ratio			1.36 to 1			1.40 to 1			1.33 to 1			1.35 to 1			1.27 to 1
Merchandise inventories		$	564,402		$	559,118		$	564,931		$	561,152		$	607,042
Property and equipment-net		$	700,981		$	706,450		$	740,331		$	780,779		$	906,247
Total assets		$	1,556,672		$	1,499,086		$	1,552,389		$	1,583,920		$	1,767,199
Long-term debt, excluding current maturities		$	295,122		$	306,201		$	352,382		$	400,016		$	535,031
Total stockholders' equity		$	478,460		$	443,295		$	423,156		$	470,712		$	567,755
DATA PER COMMON SHARE
Basic earnings (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle		$	0.71		$	0.46		$	(0.55	)	$	(0.72	)	$	(0.13	)
Basic earnings (loss)			0.70			0.44			(0.58	)		(0.79	)		(0.05	)
Diluted earnings (loss) from continuing operations before discontinued operations and cumulative effect of change in accounting principle			0.70			0.46			(0.55	)		(0.72	)		(0.13	)
Diluted earnings (loss)			0.69			0.44			(0.58	)		(0.79	)		(0.05	)
Cash dividends declared			0.12			0.12			0.27			0.27			0.27
Book value			9.10			8.46			8.10			9.10			10.53
Common share price range:
	High		15.96			10.83			12.56			22.49			16.55
	Low		7.86			2.76			2.62			8.25			9.33
OTHER STATISTICS
Return on average stockholders' equity(8)			7.9	%		5.3	%		(6.8	)%		(7.9	)%		(0.4	)%
Common shares issued and outstanding			52,585,131			52,392,967			52,237,750			51,752,677			53,934,084
Capital expenditures		$	70,252		$	43,214		$	151,883	(9)	$	43,116		$	53,903
Number of stores			621			587			562			562			593
Number of service bays			6,259			6,027			5,845			5,845			6,162

⁽¹⁾

Includes a pretax benefit of $5.9 million due to the reduction in reserve for excess inventory which reduced merchandise cost of sales and an aggregate pretax charge of $1.0 million for asset impairment, of which $0.8 million was charged to merchandise cost of sales and $0.2 million was charged to service cost of sales.

⁽²⁾

Includes an aggregate pretax charge of $3.1 million for asset impairment, of which $2.2 million was charged to merchandise cost of sales, $0.7 million was charged to service cost of sales and $0.2 million (pretax) was charged to discontinued operations.

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⁽³⁾

Includes an aggregate pretax charge of $5.4 million for asset impairment, of which $2.8 million was charged to merchandise cost of sales, $0.6 million was charged to service cost of sales and $1.9 million (pretax) was charged to discontinued operations.

⁽⁴⁾

Includes an aggregate pretax charge of $11.0 million for the asset impairment and closure of 31 stores, of which $5.4 million was charged to merchandise cost of sales, $1.8 million was charged to service cost of sales and $3.8 million (pretax) was charged to discontinued operations. In addition, we recorded a pretax $32.8 million inventory impairment charge to cost of merchandise sales for the discontinuance of certain product offerings.

⁽⁵⁾

Fiscal 2009 includes a gain from debt retirement of $6.2 million. Fiscal 2008 includes a gain from debt retirement of $3.5 million, partially offset by a $1.2 million charge for deferred financing costs.

⁽⁶⁾

Statement of operations data reflects 53 weeks for the fiscal year ended February 3, 2007 while the other fiscal years reflect 52 weeks.

⁽⁷⁾

Gross profit from merchandise sales includes the cost of products sold, buying, warehousing and store occupancy costs. Gross profit from service revenue includes the cost of installed products sold, buying, warehousing, service payroll and related employee benefits and occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses. Our gross profit may not be comparable to those of our competitors due to differences in industry practice regarding the classification of certain costs.

⁽⁸⁾

Return on average stockholders' equity is calculated by taking the net earnings (loss) for the period divided by average stockholders' equity for the year.

⁽⁹⁾

Includes the purchase of master lease assets for $117.1 million.

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ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        The following discussion and analysis explains the results of our operations for fiscal 2010 and 2009 and developments affecting our financial condition as of January 29, 2011. This discussion and analysis below should be read in conjunction with Item 6 "Selected Consolidated Financial Data," and our consolidated financial statements and the notes included elsewhere in this report. The discussion and analysis contains "forward looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. Forward looking statements include management's expectations regarding implementation of its long-term strategic plan, future financial performance, automotive aftermarket trends, levels of competition, business development activities, future capital expenditures, financing sources and availability and the effects of regulation and litigation. Actual results may differ materially from the results discussed in the forward looking statements due to a number of factors beyond our control, including those set forth under the section entitled "Item 1A Risk Factors" elsewhere in this report.

Introduction

        The Pep Boys—Manny, Moe & Jack is the only national chain offering automotive service, tires, parts and accessories. This positioning allows us to streamline the distribution channel and pass the savings on to our customers facilitating our vision to be the automotive solutions provider of choice for the value-oriented customer. The majority of our stores are in a Supercenter format, which serves both "do-it-for-me" ("DIFM", which includes service labor, installed merchandise and tires) and "do-it-yourself" ("DIY") customers with the highest quality service offerings and merchandise. Most of our Supercenters also have a commercial sales program that provides delivery of tires, parts and other products to automotive repair shops and dealers. In 2009, as part of our long-term strategy to lead with automotive service, we began complementing our existing Supercenter store base with Service & Tire Centers. These Service & Tire Centers are designed to capture market share and leverage our existing Supercenter and support infrastructure. During fiscal 2010, we opened 28 new Service & Tire Centers and seven new Supercenters. We are targeting a total of 50 new Service & Tire Centers and five Supercenters in fiscal 2011 and 75 Service & Tire Centers and 10 Supercenters in fiscal 2012. As of January 29, 2011, we operated 560 Supercenters and 53 Service & Tire Centers, as well as 8 legacy Pep Express (retail only) stores throughout 35 states and Puerto Rico.

EXECUTIVE SUMMARY

        Fiscal 2010 was our second consecutive profitable year marked by an increase in net earnings of $13.6 million, or 59%. Fiscal 2010 net earnings were $36.6 million as compared to $23.0 million in fiscal 2009. Our diluted earnings per share for fiscal 2010 were $0.69 as compared to $0.44 in fiscal 2009. The increase in profitability was the result of positive comparable store sales across all lines of business and improved total gross profit margins partially offset by higher selling, general and administrative expenses and higher interest expense.

        Total revenue for fiscal 2010 increased 4.1% compared to the prior year. For fiscal 2010, our comparable store sales (sales generated by locations in operation during the same period of the prior year) increased by 2.7% compared to a decrease of 1.2% for the prior year. The increase in comparable store sales was comprised of a 1.1% increase in comparable store service revenue and a 3.1% increase in comparable store merchandise sales.

        Sales of services and non-discretionary products are primarily impacted by miles driven, which had returned to pre-recession low single-digit growth rates from March 2010 through November 2010, in part due to lower gasoline prices. As gasoline prices in recent months have been trending higher, we

21

expect to see a negative impact on miles driven. However, we cannot predict future fluctuations in gasoline prices, nor the ultimate impact of such fluctuations on miles driven in future periods. There are also various factors occurring within the current economy that affect both our consumer and our industry, including the impact of the recent recession, higher unemployment and a tighter credit environment, which we believe have aided our sales of non-discretionary product and services as customers have focused on maintaining their existing vehicles rather than purchasing new vehicles. Despite the recent increase in new car sales (which still remain significantly below historical levels), the median age of the U.S. light vehicle fleet continues to trend in our industry's favor. Given the nature of these macroeconomic factors, we cannot predict whether or for how long these trends will continue, nor can we predict to what degree these trends will impact us in the future. However, these same trends have negatively impacted sales in our discretionary product categories like accessories and complementary merchandise since fiscal 2009, although the rate of decline has moderated significantly since then.

        In 2010, we continued our "surround sound" media campaign that utilizes television, radio and direct mail advertising to communicate our "DOES EVERYTHING. FOR LESS." brand vision and focused on "execution excellence" in our stores in order earn the TRUST of our customers every day. We believe these efforts are responsible for increased customer traffic in our stores in all lines of business for fiscal 2010.

RESULTS OF OPERATIONS

        The following discussion explains the material changes in our results of operations for the years ended January 29, 2011 and January 30, 2010 and January 31, 2009.

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Analysis of Statement of Operations

        The following table presents, for the periods indicated, certain items in the consolidated statements of operations as a percentage of total revenues (except as otherwise provided) and the percentage change in dollar amounts of such items compared to the indicated prior period.

	Percentage of Total Revenues									Percentage Change
Year ended	Jan 29, 2011 (Fiscal 2010)			Jan 30, 2010 (Fiscal 2009)			Jan 31, 2009 (Fiscal 2008)			Fiscal 2010 vs. Fiscal 2009			Fiscal 2009 vs. Fiscal 2008
Merchandise sales		80.4	%		80.3	%		81.4	%		4.2	%		(2.3	)%
Service revenue(1)		19.6			19.7			18.6			3.5			5.4
Total revenues		100.0			100.0			100.0			4.1			(0.9	)
Costs of merchandise sales(2)		69.5	(3)		70.7	(3)		71.9	(3)		(2.4	)		3.9
Costs of service revenue(2)		91.1	(3)		90.1	(3)		93.0	(3)		(4.7	)		(2.1	)
Total costs of revenues		73.7			74.6			75.9			(2.9	)		2.6
Gross profit from merchandise sales		30.5	(3)		29.3	(3)		28.1	(3)		8.7			1.9
Gross profit from service revenue		8.9	(3)		9.9	(3)		7.0	(3)		(7.3	)		49.6
Total gross profit		26.3			25.4			24.1			7.5			4.4
Selling, general and administrative expenses		22.2			22.5			25.2			(2.8	)		11.3
Net gain from disposition of assets		0.1			0.1			0.5			103.4			(87.5	)
Operating profit (loss)		4.2			3.0			(0.5	)		44.7			676.6
Non-operating income		0.1			0.1			0.1			15.4			14.9
Interest expense		1.3			1.1			1.4			(23.2	)		19.8
Earnings (loss) from continuing operations before income taxes		2.9			2.0			(1.8	)		55.4			207.5
Income tax expense (benefit)		36.4	(4)		35.9	(4)		17.6	(4)		(57.5	)		(320.0	)
Earnings (loss) from continuing operations		1.9			1.3			(1.5	)		54.2			183.6
Discontinued operations, net of tax		—			(0.1	)		(0.1	)		49.9			32.3
Net earnings (loss)		1.8			1.2			(1.6	)		59.0			175.7

⁽¹⁾

Service revenue consists of the labor charge for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials.

⁽²⁾

Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

⁽³⁾

As a percentage of related sales or revenue, as applicable.

⁽⁴⁾

As a percentage of earnings (loss) from continuing operations before income taxes.

Fiscal 2010 vs. Fiscal 2009

        Total revenue and comparable store sales for fiscal 2010 increased 4.1% and 2.7%, respectively, over the prior year. Total revenue for fiscal 2010 increased by $77.7 million to $1,988.6 million from $1,910.9 million in fiscal 2009. The 2.7% increase in comparable store revenues consisted of a 1.1% increase in comparable store service revenue and a 3.1% increase in comparable store merchandise sales. While our total revenue figures were favorably impacted by our opening of 35 new stores in fiscal

23

2010, a new store is not added to our comparable store sales base until it reaches its 13th month of operation. Non-comparable store sales contributed an additional $25.9 million of total revenues in fiscal 2010 as compared to fiscal 2009. Total comparable store sales increased due to growth in customer counts in all three lines of business combined with an increase in the total average transaction amount per customer.

        Total merchandise sales increased 4.2%, or $64.5 million, to $1,598.2 million in fiscal 2010 as compared to $1,533.6 million in fiscal 2009. Comparable store merchandise sales increased 3.1%, or $47.7 million, as compared to the prior year, driven primarily by increased customer counts across all lines of business as well as an increase in the average transaction amount per customer. The balance of the increase in merchandise sales was due to the contribution from our non-comparable stores. Total service revenue increased 3.5%, or $13.2 million, to $390.5 million in fiscal 2010 compared to $377.3 million in fiscal 2009. Comparable store service revenue increased 1.1%, or $4.2 million, as compared to the prior year, due to higher customer counts partially offset by a decrease in average transaction amount per customer. The balance of the increase in service revenue was primarily due to the contribution from our non-comparable store base which accounted for an additional $9.0 million of service revenue.

        In fiscal 2010, comparable customer count increased versus fiscal 2009 in all lines of business due to our traffic-driving promotional events and rewards program and our improved customer experience resulting from better store execution. Our core automotive parts and tires categories, which make up approximately 79% of our merchandise sales, experienced a 3.6% increase in comparable store sales. We believe that utilizing innovative marketing programs to communicate our value-priced, differentiated merchandise assortment will continue to drive increased customer counts and that our continued focus on delivering a better customer experience than our competitors will convert those increased customer counts into sales improvements consistently over all lines of business.

        Gross profit from merchandise sales increased by $39.0 million, or 8.7%, to $487.8 million in fiscal 2010 from $448.8 million in fiscal 2009. Gross profit margin from merchandise sales increased to 30.5% for fiscal 2010 from 29.3% for fiscal 2009. Gross profit from merchandise sales for fiscal 2010 included a net benefit of $6.2 million comprised of a $5.9 million reduction in our reserve for excess inventory (see below) and the reversal of an inventory related accrual of approximately $1.0 million partially offset by an $0.8 million asset impairment charge. Gross profit from merchandise sales for fiscal 2009 included a net benefit of $0.4 million comprised of the reversal of inventory related accruals of approximately $2.0 million and a $0.6 million gain from an insurance settlement, largely offset by a $2.2 million asset impairment charge. Excluding these items from both years, gross profit margin from merchandise sales improved by 90 basis points to 30.1% in fiscal 2010 from 29.2% in the prior year. This improvement was primarily due to less inventory shrinkage, lower defective product expense and increased merchandise sales, which better leveraged fixed store occupancy costs such as rent and utilities and warehousing costs such as payroll and out bound freight-costs.

        In fiscal 2010 we reduced our reserve for excess inventory by $5.9 million, of which $4.6 million was recorded in the fourth quarter, as a result of significant improvements in the quality of our inventory, including: (i) improving inventory management, including timely return of excess product to vendors for full credit; (ii) maintaining relatively flat inventory levels despite the investment in new stores; (iii) reducing inventory lead times and safety stock requirements, including consolidating slow-moving hard parts inventory into one centrally located warehouse, which led to significant reductions in slower moving parts inventory at our distribution centers; and (iv) increasing our inventory turnover ratio, which is reflected in our increased comparable store sales.

        Gross profit from service revenue decreased by $2.7 million, or 7.3%, to $34.6 million in fiscal 2010 from $37.3 million in the prior year. Gross profit margin from service revenue decreased to 8.9% for fiscal 2010 from 9.9% for fiscal 2009. Gross profit from service revenue for fiscal 2010 included a

24

$0.2 million asset impairment charge related to previously closed stores. Gross profit from service revenue for fiscal 2009 included a $0.7 million asset impairment charge related to previously closed stores. Excluding these items from both years, gross profit margin from service revenue decreased to 8.9% for fiscal 2010 from 10.1% in the prior year. The decrease in gross profit from service revenue was due to the opening of new Service & Tire Centers, which while in their ramp up stage for sales incur their full amount of fixed expenses, including payroll and occupancy costs (rent, utilities and building maintenance). Our new Service & Tire Centers negatively impacted gross margins by 134 basis points in fiscal 2010. Excluding the impact of new Service & Tire Centers and the impairment charges described above, gross profit from service revenue increased to 10.7% for fiscal 2010 from 10.5% for fiscal 2009. The increase in gross profit, exclusive of new locations, was primarily due to increased service revenues which better leveraged fixed store occupancy costs and, to a lesser extent, labor costs.

        Selling, general and administrative expenses as a percentage of revenue decreased to 22.2% in fiscal 2010 from 22.5% in fiscal 2009. Selling, general and administrative expenses increased $12.0 million, or 2.8%, to $442.2 million. The increase was primarily due to higher payroll and related expenses of $5.6 million, higher media expense of $4.9 million and increased travel costs of $1.4 million. The reduction as a percentage of sales reflects improved leverage of selling, general and administrative expenses achieved through increased sales in fiscal 2010.

        Net gains from the disposition of assets increased by $1.3 million to $2.5 million in fiscal 2010 from $1.2 million in fiscal 2009. Fiscal 2010 includes $2.1 million in net settlement proceeds from the disposition of a previously closed property, while fiscal 2009 reflects an aggregate gain of $1.3 million from three store sale and leaseback transactions.

        Interest expense for fiscal 2010 was $26.7 million, an increase of $5.0 million, compared to $21.7 million in fiscal 2009. Interest expense for fiscal 2009 included a $6.2 million gain from the retirement of debt. Excluding this item, interest expense decreased by $1.2 million in fiscal 2010 compared to fiscal 2009 primarily due to reduced debt levels.

        Income tax expense for fiscal 2010 was $21.3 million, or an effective rate of 36.4%, as compared to $13.5 million, or an effective rate of 35.9%, for fiscal 2009. The fiscal 2010 effective tax rate includes a $2.1 million benefit related to the reduction of a valuation allowance on certain state net operating losses and credits. The fiscal 2009 effective tax rate includes a $1.2 million benefit due to the allocation of additional costs to certain jurisdictions thereby reducing past and future tax liabilities.

        As a result of the foregoing, we reported net earnings of $36.6 million for fiscal 2010, an increase of $13.6 million, or 59%, as compared to net earnings of $23.0 million for fiscal 2009. Our diluted earnings per share were $0.69 for fiscal 2010 as compared to $0.44 for fiscal 2009.

Fiscal 2009 vs. Fiscal 2008

        Total revenue and comparable sales for fiscal 2009 decreased 0.9% and 1.2%, respectively as compared to the prior year. The 1.2% decrease in comparable store revenues consisted of a 4.7% increase in comparable service revenue offset by a 2.6% decrease in comparable merchandise sales. While our total revenue figures were favorably impacted by our opening of 25 new stores in fiscal 2009, a new store is not added to our comparable store sales base until it reaches its 13th month of operation.

        Total merchandise sales decreased 2.3% to $1,533.6 million compared to $1,569.7 million in fiscal 2008. Total service revenue increased 5.4% to $377.3 million from $358.1 million in the prior year. The decrease in merchandise sales was primarily due to weaker sales in our retail business stemming from less discretionary spending by our customers and lower DIY customer counts. Excluding sales of discretionary products such as generators, electronics and transportation products, our DIY core

25

automotive sales remained relatively flat year over year. Service revenues increased in fiscal 2009 as compared to fiscal 2008 primarily due to increased customer counts.

        During fiscal 2009, customer traffic generated by improved store execution, promotional events and an improved hard parts inventory position resulted in an increase in service and commercial customer count. However, total customer count declined as a result of a decrease in DIY customer count. We believe the decrease in retail customer count is due to reduced spending as a result of the current economic environment and our competitors continuing to open new stores as well as the result of the long-term industry decline in the DIY business, as discussed in the "Business" section of our Form 10-K. In addition, we carry a large assortment of more discretionary retail product that is more susceptible to consumer spending deferrals. We continue to believe that providing a differentiated merchandise assortment, better customer experience, low-price value proposition and innovative marketing will stem the overall decline in customer counts and sales over the long-term. In fact, customer count in our DIY space declined at a much lower rate in fiscal 2009 as compared to the prior year and we experienced our first increase in total customer count and sales in our third fiscal quarter since the first quarter of fiscal 2004, and the fourth quarter of fiscal 2006, respectively.

        Gross profit from merchandise sales increased by $8.3 million to $448.8 million for fiscal 2009 from $440.5 million in the prior year. Gross profit from merchandise sales increased to 29.3% for fiscal 2009 from 28.1% for fiscal 2008. Gross profit from merchandise sales in fiscal 2009 includes the reversal of inventory accruals of approximately $2.0 million established in the prior year related to our temporarily restricting the sale of certain small engine merchandise that was subject to an ongoing EPA inquiry and a gain from insurance settlements of $0.6 million, mostly offset by an asset impairment charge of $2.2 million as a result of continued declines in real estate values of previously closed locations. In the prior year, gross profit from merchandise sales included an asset impairment charge of $2.8 million and a $3.0 million inventory accrual due to the EPA inquiry referred to above. Excluding these adjustments from both years, gross profit from merchandise sales increased to 29.2% for fiscal 2009 from 28.4% in the prior year. Gross profit from merchandise sales increased despite a 2.3% decrease in merchandise sales as discussed above, primarily as a result of an improvement in inventory shrinkage, lower in-bound freight costs, lower warehousing costs (which declined by 40 basis points to 3.7% of merchandise sales) and lower store occupancy costs (which declined by 20 basis points to 11.4% of merchandise sales.) Warehousing costs declined primarily due to lower out-bound freight costs to stores and occupancy costs declined due to lower building maintenance costs and the elimination of equipment leasing costs.

        Gross profit from service revenue increased to 9.9% for fiscal 2009 from 7.0% in fiscal 2008. Gross profit from service revenue increased by $12.4 million, or 49.6%. Both the current year and the prior year gross profit from service revenue included an asset impairment charge related to previously closed stores of $0.7 million and $0.6 million, respectively. Excluding these adjustments from both years, gross profit from service revenues increased to 10.1% for fiscal 2009 from 7.1% in the prior year. The increase in gross profit was primarily due to increased service revenue which resulted in higher absorption of fixed expenses such as occupancy costs and, to a certain extent, labor costs.

        Selling, general and administrative expenses, decreased to 22.5% of total revenues in fiscal 2009 from 25.2% in fiscal 2008. Selling, general and administrative expenses decreased $54.8 million or 11.4%. The decrease was primarily due to lower media expense of $21.2 million, lower legal expenses and professional services fees of $13.3 million, reduced payroll and related expenses of $7.5 million, lower travel expenses of $2.3 million and improved general liability claims expense of $1.3 million.

        Net gains from the disposition of assets for fiscal 2009 and fiscal 2008 reflect gains of $1.2 million and $9.7 million, respectively, primarily as a result of sale leaseback transactions. The Company completed sale leaseback transactions on four stores during fiscal 2009, as compared to sale leaseback transactions on approximately 70 stores in fiscal 2008.

26

        Interest expense was $21.7 million in fiscal 2009, a decline of $5.3 million compared to the prior year. Fiscal 2009 and 2008 included gains from the retirement of debt of $6.2 million and $3.5 million, respectively. Fiscal 2008 also included a $1.2 million charge for deferred financing costs related to our revolving credit facility that was replaced. Excluding these items, interest expense declined by $1.4 million from fiscal 2008 to fiscal 2009 primarily due to reduced debt levels.

        Income tax expense was $13.5 million, or an effective rate of 35.9%, for fiscal 2009 as compared to an income tax benefit of $6.1 million, or an effective rate of 17.6%, for fiscal 2008. The current year effective tax rate includes a benefit of $1.2 million due to the allocation of additional costs to certain jurisdictions thereby reducing past and future tax liabilities. The prior year effective tax rate was impacted by the non-deductibility of certain expenses for tax purposes, the recognition of gain for tax on surrender of life insurance policies and the establishment of a valuation allowance on certain state net operating losses and credits.

        Loss from discontinued operations, net of tax, was $1.1 million in fiscal 2009 versus $1.6 million in fiscal 2008. Fiscal 2009 and 2008 included, on a pre-tax basis, impairment charges of $0.2 million and $1.9 million, respectively.

        As a result of the foregoing, we reported net earnings of $23.0 million for fiscal 2009, an increase of $53.5 million from our net loss of $30.4 million in fiscal 2008. Our basic and diluted earnings per share were $0.44 for fiscal 2009 as compared to our basic and diluted loss per share of $0.58 in the prior year.

Discontinued Operations

        The analysis of our results of continuing operations excludes the operating results of closed stores, where the customer base could not be maintained, which have been classified as discontinued operations for all periods presented.

Industry Comparison

        We operate in the U.S. automotive aftermarket, which has two general lines of business: (1) the Service business, defined as Do-It-For-Me (service labor, installed merchandise and tires) and (2) the Retail business, defined as Do-It-Yourself (retail merchandise) and commercial. Generally, specialized automotive retailers focus on either the Service or Retail area of the business. We believe that operation in both the Service and Retail areas positively differentiates us from most of our competitors. Although we manage our performance at a store level in aggregation, we believe that the following presentation, which includes the reclassification of revenue from merchandise that we install in customer vehicles to service center revenue, shows an accurate comparison against competitors within the two sales arenas. We compete in the Retail area of the business through our retail sales floor and

27

commercial sales business. Our Service Center business competes in the Service area of the industry. The following table presents the revenues and gross profit for each area of the business.

	Fiscal Year ended
(dollar amounts in thousands)	January 29, 2011		January 30, 2010		January 31, 2009
Retail sales(1)	$	1,046,772	$	1,013,308	$	1,058,021
Service center revenue(2)		941,869		897,630		869,767
Total revenues	$	1,988,641	$	1,910,938	$	1,927,788
Gross profit from retail sales(3)	$	306,176	$	275,051	$	273,262
Gross profit from service center revenue(4)		216,176		211,056		192,170
Total gross profit	$	522,352	$	486,107	$	465,432

⁽¹⁾

Excludes revenues from installed products.

⁽²⁾

Includes revenues from installed products.

⁽³⁾

Gross profit from retail sales includes the cost of products sold, buying, warehousing and store occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

⁽⁴⁾

Gross profit from service center revenue includes the cost of installed products sold, buying, warehousing, service center payroll and related employee benefits and service center occupancy costs. Occupancy costs include utilities, rents, real estate and property taxes, repairs and maintenance and depreciation and amortization expenses.

CAPITAL & LIQUIDITY

Capital Resources and Needs

        Our cash requirements arise principally from (1) the purchase of inventory and capital expenditures related to existing and new stores, offices and distribution centers, (2) debt service and (3) contractual obligations. Cash flows realized through the sales of automotive services, tires, parts and accessories are our primary source of liquidity. Net cash provided by operating activities was $117.2 million for fiscal 2010, as compared to $87.2 million for fiscal 2009. The $30.0 million improvement was due to increased net earnings (net of non-cash adjustments) of $24.9 million and a favorable change in operating assets and liabilities of $5.9 million, offset by an increase in cash used in discontinued operations of $0.9 million. The change in operating assets and liabilities was primarily due to a favorable change in merchandise inventories net of accounts payable of $4.8 million. Taking into consideration changes in our trade payable program liability (shown as cash flows from financing activities on the consolidated statement of cash flows), inventory net of accounts payable improved by $24.8 million primarily due to increased inventory purchases and an improvement in our vendor trade payable terms. The ratio of accounts payable, including our trade payable program, to inventory was 47.3% at January 29, 2011, and 42.4% at January 30, 2010. The favorable change in all other long-term assets and liabilities was due to increased accruals for payroll tax in the current year due to timing of payments to taxing authorities mostly offset by a discretionary contribution to our defined benefit pension plan of $5.0 million (see Note 13 to the consolidated financial statements) in the current year.

        Cash used in investing activities was $72.1 million for fiscal 2010 as compared to $29.9 million for fiscal 2009. Capital expenditures were $70.3 million and $43.2 million, for fiscal 2010 and fiscal 2009, respectively. Capital expenditures for fiscal 2010, in addition to our regularly-scheduled store and distribution center improvements, included the addition of seven new Supercenters and 28 new Service & Tire Centers and the upgrade of our store systems hardware. During fiscal 2010, we sold

28

seven properties classified as held for disposal for net proceeds of $4.3 million, of which $0.6 million is included in discontinued operations, completed one sale leaseback transaction for net proceeds of $1.6 million and received $2.1 million in net settlement proceeds from the disposition of a previously closed property. During fiscal 2009, we sold four properties classified as held for disposal for net proceeds of $3.6 million, of which $1.8 million is reported in discontinued operations, and completed four leaseback transactions for net proceeds of $12.9 million. During fiscal 2009, we acquired substantially all of the assets (other than real property) of Florida Tire, Inc. for $2.7 million. In connection with the acquisition, we recorded a contingent liability of $1.7 million, of which $0.3 million was paid in fiscal 2010. During fiscal 2010, we used $9.6 million as collateral for retained liabilities included within existing insurance programs in lieu of previously outstanding letters of credit. This collateral is recorded within Other Long-Term Assets on the Consolidated Balance Sheet as of January 29, 2011.

        Our targeted capital expenditures for fiscal 2011 are expected to be approximately $80.0 million. Our fiscal 2011 capital expenditures include the addition of approximately 50 Service & Tire Centers, five Supercenters and the conversion of 24 Supercenters into Superhubs. These expenditures are expected to be funded by cash on hand and net cash generated from operating activities. Additional capacity, if needed, exists under our existing line of credit.

        In fiscal 2010, cash provided by financing activities was $5.8 million, as compared to cash used in financing activities of $39.4 million in the prior year. The $45.2 million improvement was primarily due to increased net borrowings under our trade payable program of $20.0 million combined with the net repayment, in fiscal 2009, of $23.9 million of borrowings under our credit facility. The trade payable program is funded by various bank participants who have the ability, but not the obligation, to purchase, directly from our vendors, account receivables owed by Pep Boys. In fiscal 2010, we increased the availability under this financing program to $100.0 million from $50.0 million in fiscal 2009. As of January 29, 2011 and January 30, 2010, we had an outstanding balance (classified as trade payable program liability on the consolidated balance sheet) of $56.3 million and $34.1 million, respectively. Additionally, in fiscal 2010, we repurchased $10.0 million of our outstanding 7.50% Senior Subordinated Notes for $10.2 million. In fiscal 2009 we repurchased $17.0 million of the 7.50% Senior Subordinated Notes for $10.7 million.

        We anticipate that cash on hand and cash generated by operating activities will exceed our expected cash requirements in fiscal year 2010. In addition, we expect to have excess availability under our existing revolving credit agreement during the entirety of fiscal year 2011. As of January 29, 2011, we had no borrowings on our revolving credit facility and undrawn availability of $138.2 million.

        Our working capital was $203.4 million and $205.5 million at January 29, 2011 and January 30, 2010, respectively. Our long-term debt less current maturities, as a percentage of our total capitalization, was 38.2% and 40.9% at January 29, 2011 and January 30, 2010, respectively.

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Contractual Obligations

        The following chart represents our total contractual obligations and commercial commitments as of January 29, 2011:

Contractual Obligations	Total		Within 1 year		From 1 to 3 years		From 3 to 5 years		After 5 years
	(dollars amounts in thousands)
Long-term debt(1)	$	296,201	$	1,079	$	147,557	$	147,565	$	—
Operating leases		747,617		86,730		166,052		147,435		347,400
Expected scheduled interest payments on long-term debt		71,526		21,498		40,234		9,794		—
Other long-term obligations(2)		20,830		—		—		—		—
Total contractual obligations	$	1,136,174	$	109,307	$	353,843	$	304,794	$	347,400

⁽¹⁾

Long-term debt includes current maturities.

⁽²⁾

Primarily includes pension obligation of $12.4 million, income tax liabilities and asset retirement obligations. We made voluntary contributions of $5.0 million and $19.9 million to our pension plans in fiscal 2010 and 2008, respectively. Future plan contributions are dependent upon actual plan asset returns and interest rates. See Note 13 of the Notes to Consolidated Financial Statements in "Item 8 Financial Statements and Supplementary Data" for further discussion of our pension plans. The above table does not reflect the timing of projected settlements for our recorded asset retirement obligation costs of $5.6 million, income tax liabilities of $2.8 million and pension obligation of $12.4 million because we cannot make a reliable estimate of the timing of the related cash payments.

Commercial Commitments	Total		Within 1 year		From 1 to 3 years		From 3 to 5 years		After 5 years
	(dollar amounts in thousands)
Commercial letters of credit	$	259	$	259	$	—	$	—	$	—
Standby letters of credit		107,583		107,331		252		—		—
Surety bonds		10,256		10,256		—		—		—
Purchase obligations(1)(2)		5,048		5,048		—		—		—
Total commercial commitments	$	123,146	$	122,894	$	252	$	—	$	—

⁽¹⁾

Our open purchase orders are based on current inventory or operational needs and are fulfilled by our vendors within short periods of time. We currently do not have minimum purchase commitments under our vendor supply agreements and generally, our open purchase orders (orders that have not been shipped) are not binding agreements. Those purchase obligations that are in transit from our vendors at January 29, 2011 that we do not have legal title to are considered commercial commitments.

⁽²⁾

In fiscal 2010, we entered into a commercial commitment to purchase 1.5 million gallons of oil products at various prices over a one-year period. At January 29, 2011, we expect to meet the cumulative minimum purchase requirements under this contract and to completely satisfy and terminate this contract during fiscal 2011.

Long-term Debt

7.50% Senior Subordinated Notes, due December 2014

        On December 14, 2004, we issued $200.0 million aggregate principal amount of 7.50% Senior Subordinated Notes (the "Notes") due December 15, 2014. During fiscal 2010 and 2009, the Company repurchased Notes in the principal amount of $10.0 million and $17.0 million, respectively. On January 29, 2011, the outstanding balance of these Notes was $147.6 million.

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Senior Secured Term Loan Facility, due October 2013

        Our Senior Secured Term Loan (the "Term Loan") is due October, 2013. This facility is secured by a collateral pool consisting of real property and improvements associated with our stores, which is adjusted periodically based upon real estate values and borrowing levels. Interest accrues at the London Interbank Offered Rate (LIBOR) plus 2.0% on this facility.

        As of January 29, 2011, 126 stores collateralized the Senior Secured Term Loan. The outstanding balance under the Term Loan at the end of fiscal 2010 was $148.6 million. The $1.1 million decline in the outstanding balance was due to quarterly principal payments of $0.3 million.

Revolving Credit Agreement, through January 2014

        On January 16, 2009, we entered into a Revolving Credit Agreement (the "Agreement") with available borrowings up to $300.0 million. Our ability to borrow under the Revolving Credit Agreement is based on a specific borrowing base consisting of inventory and accounts receivable. Total incurred fees of $6.8 million were capitalized and are being amortized over the five year life of the facility. The interest rate on this credit line is LIBOR or Prime plus 2.75% to 3.25% based upon the then current availability under the Agreement. Fees based on the unused portion of the Agreement range from 37.5 to 75.0 basis points. As of January 29, 2011, there were no outstanding borrowings under the Agreement.

        The weighted average interest rate on all debt borrowings during fiscal 2010 and 2009 was 6.3% and 4.2%, respectively.

Other Matters

        Several of our debt agreements require compliance with covenants. The most restrictive of these requirements is contained in our Revolving Credit Agreement. During any period when the availability under the Revolving Credit Agreement drops below the greater of $50.0 million or 17.5% of the borrowing base, we are required to maintain a consolidated fixed charge coverage ratio of at least 1.1:1.0, calculated as the ratio of (a) EBITDA (net income plus interest charges, provision for taxes, depreciation and amortization expense, non-cash stock compensation expenses and other non-recurring, non-cash items) minus capital expenditures and income taxes paid to (b) the sum of debt service charges and restricted payments made. The failure to satisfy this covenant would constitute an event of default under the Revolving Credit Agreement, which would result in a cross-default under our 7.50% Senior Subordinated Notes and Senior Secured Term Loan.

        As of January 29, 2011, the Company had no borrowings outstanding under the Revolving Credit Agreement, additional availability of approximately $138.2 million and was in compliance with its financial covenants.

Other Contractual Obligations

        We have a vendor financing program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by us directly from our vendors. The total availability under the new program was $100.0 million as of January 29, 2011. There was an outstanding balance of $56.3 million and $34.1 million under this program as of January 29, 2011 and January 30, 2010, respectively.

        We have letter of credit arrangements in connection with our risk management, import merchandising and vendor financing programs. We were contingently liable for $0.3 million in outstanding commercial letters of credit as of January 29, 2011, and $107.6 million and $103.3 million in outstanding standby letters of credit as of January 29, 2011 and January 30, 2010, respectively.

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        We are also contingently liable for surety bonds in the amount of approximately $10.3 million and $10.2 million as of January 29, 2011 and January 30, 2010, respectively. The surety bonds guarantee certain of our payments (for example utilities, easement repairs, licensing requirements and customs fees).

Off-balance Sheet Arrangements

        We lease certain property and equipment under operating leases and lease financings which contain renewal and escalation clauses, step rent provisions, capital improvements funding and other lease concessions. These provisions are considered in the calculation of our minimum lease payments which are recognized as expense on a straight-line basis over the applicable lease term. Any lease payments that are based upon an existing index or rate are included in our minimum lease payment calculations. Total operating lease commitments as of January 29, 2011 were $747.6 million.

Pension and Retirement Plans

        The Company has a Supplemental Executive Retirement Plan (SERP). This unfunded plan had a defined benefit component that provided key employees designated by the Board of Directors with retirement and death benefits. Retirement benefits were based on salary and bonuses; death benefits were based on salary. Benefits paid to a participant under the defined pension plan are deducted from the benefits otherwise payable under the defined benefit portion of the SERP. On January 31, 2004, we amended and restated our SERP. This amendment converted the defined benefit portion of the SERP to a defined contribution portion for certain unvested participants and all future participants. On December 31, 2008, the Company terminated the defined benefit portion of the SERP with a $14.4 million payment and recorded a charge of $6.0 million. The SERP currently consists of only the defined contribution plan which we refer to as our "Account Plan."

        The Company has a qualified 401(k) savings plan and a separate savings plan for employees residing in Puerto Rico, which cover all full-time employees who are at least 21 years of age with one or more years of service. The Company contributes the lesser of 50% of the first 6% of a participant's contributions or 3% of the participant's compensation. For fiscal 2010 and 2009, the Company's contributions were conditional upon the achievement of certain pre-established financial performance goals which were met. The Company's savings plans' contribution expense was $3.0 million, $3.1 million and $3.3 million in fiscal 2010, 2009 and 2008, respectively.

        We also have a defined benefit pension plan covering our full-time employees hired on or before February 1, 1992. As of December 31, 1996, the Company froze the accrued benefits under the plan and active participants became fully vested. The plan's trustee will continue to maintain and invest plan assets and will administer benefits payments. Pension plan assets are stated at fair market value and are composed primarily of money market funds and collective trust funds primarily invested in equity and fixed income investments.

        The expense under these plans for fiscal 2010, 2009 and 2008 was $6.3 million, $6.4 million and $11.9 million, respectively. The fiscal 2008 pension expense includes a SERP settlement charge of $6.0 million. Pension expense is calculated based upon a number of actuarial assumptions, including an expected return on plan assets of 6.95% and a discount rate of 6.1%. In developing the expected return on asset assumptions, we evaluated input from our actuaries, including their review of asset class return expectations. The discount rate utilized for the pension plans is based on a model bond portfolio with durations that match the expected payment patterns of the plans. We continue to evaluate our actuarial assumptions and make adjustments as necessary for the existing plans. While we had no minimum funding requirement during fiscal 2010, we made a $5.0 million discretionary contribution to the defined benefit pension plan in October 2010. In fiscal 2008, we contributed an aggregate of $19.9 million to our pension plans to fund the retirement obligations and for the termination of the

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defined benefit portion of the SERP. Based upon the current status of the plans, we do not expect to make any cash contributions in fiscal 2011. See Note 13 of Notes to Consolidated Financial Statements in "Item 8 Financial Statements and Supplementary Data" for further discussion of our pension plans.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customer incentives, product returns and warranty obligations, bad debts, inventories, income taxes, financing operations, restructuring costs, retirement benefits, share-based compensation, risk participation agreements, contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        We believe that the following represent our more critical estimates and assumptions used in the preparation of the consolidated financial statements:

•

Inventory is stated at lower of cost, as determined under the last-in, first-out (LIFO) method, or market. Our inventory, consisting primarily of auto parts and accessories, is used on vehicles typically having longer lives. Because of this, along with our historical experience of returning most excess inventory to our vendors for full credit, the risk of obsolescence is minimal. We establish a reserve for excess inventory for instances where less than full credit will be received for such returns and where we anticipate items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where we received less than full credit from vendors for product returns.

In fiscal 2010, we reduced our reserve for excess inventory by $5.9 million to $5.4 million from $11.3 million primarily due to improvement in inventory management practices, including timely return of product to vendors for full credit. However, in future periods we may be exposed to material losses should our vendors alter their policy with regard to accepting excess inventory returns.

A 10% difference in our inventory reserves as of January 29 2011, would have affected net income by approximately $0.3 million in fiscal 2010.

•

We record reserves for future sales returns, customer incentives, warranty claims and inventory shrinkage. The reserves are based on expected returns of products and historical claims and inventory shrinkage experience. If actual experience differs from historical levels, revisions in our estimates may be required. A 10% change in these reserves at January 29, 2011 would have affected net earnings by approximately $0.8 million for fiscal 2010.

•

We have risk participation arrangements with respect to workers' compensation, general liability, automobile liability, other casualty coverages and health care insurance, including stop loss coverage with third party insurers to limit our total exposure. A reserve for the liabilities associated with these agreements is established using generally accepted actuarial methods

33

followed in the insurance industry and our historical claims experience. The amounts included in our costs related to these arrangements are estimated and can vary based on changes in assumptions, claims experience or the providers included in the associated insurance programs. A 10% change in our self-insurance liabilities at January 29, 2011 would have affected net earnings by approximately $4.5 million for fiscal 2010.

•

We have significant pension costs and liabilities that are developed from actuarial valuations. Inherent in these valuations are key assumptions including discount rates, expected return on plan assets and mortality rates. We are required to consider current market conditions, including changes in interest rates, in selecting these assumptions. Changes in the related pension costs or liabilities may occur in the future due to changes in the assumptions. The following table highlights the sensitivity of our pension obligation and expense to changes in these assumptions, assuming all other assumptions remain constant:

Change in Assumption (dollars in thousands)	Impact on Annual Pension Expense		Impact on Projected Benefit Obligation
0.50 percentage point decrease in discount rate		Increase $405		Increase $3,095
0.50 percentage point increase in discount rate		Decrease $405		Decrease $3,095
5.00 percentage point decrease in expected rate of return on assets		Increase $135		—
5.00 percentage point increase in expected rate of return on assets		Decrease $135		—

•

We periodically evaluate our long-lived assets for indicators of impairment. Management's judgments, including judgments related to store cash flows, are based on market and operating conditions at the time of evaluation. Future events could cause management's conclusion on impairment to change, requiring an adjustment of these assets to their then current fair market value.

•

We have a share-based compensation plan, which includes stock options and restricted stock units, or RSUs. We account for our share-based compensation plans on a fair value basis. We determine the fair value of our stock options at the date of the grant using the Black-Scholes option-pricing model. The RSUs are awarded at a price equal to the market price of our underlying stock on the date of the grant. In situations where we have granted stock options and RSUs with market conditions, we have used Monte Carlo simulations in estimating the fair value of the award. The pricing model and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include the expected life of stock options, expected stock price volatility, future employee stock option exercise behaviors and the estimate of award forfeitures. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. However, if actual results are different from these assumptions, the share-based compensation expense reported in our financial statements may not be representative of the actual economic cost of the share-based compensation. In addition, significant changes in these assumptions could materially impact our share-based compensation expense on future awards. A 10% change in our share-based compensation expense for fiscal 2010 would have affected net earnings by approximately $0.2 million.

•

We are required to estimate our income taxes in each of the jurisdictions in which we operate. This requires us to estimate our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation of property and equipment and valuation of inventories, for tax and accounting purposes. We determine our provision for income taxes based on federal and state tax laws and regulations currently in

34

effect. Legislation changes currently proposed by certain states in which we operate, if enacted, could increase our transactions or activities subject to tax. Any such legislation that becomes law could result in an increase in our state income tax expense and our state income taxes paid, which could have a material effect on our net earnings.

At any one time our tax returns for many tax years are subject to examination by U.S. Federal, commonwealth, and state taxing jurisdictions. For income tax benefits related to uncertain tax positions to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. An uncertain income tax position will not be recognized in the financial statements unless it is more-likely-than-not to be sustained. We adjust these tax liabilities, as well as the related interest and penalties, based on the latest facts and circumstances, including recently published rulings, court cases, and outcomes of tax audits. To the extent our actual tax liability differs from our established tax liabilities for unrecognized tax benefits, our effective tax rate may be materially impacted. While it is often difficult to predict the final outcome of, the timing of, or the tax treatment of any particular tax position or deduction, we believe that our tax balances reflect the more-likely-than-not outcome of known tax contingencies.

The temporary differences between the book and tax treatment of income and expenses result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income. To the extent we believe that recovery is not more-likely-than-not, we must establish a valuation allowance. To the extent we establish a valuation allowance or change the allowance in a future period, income tax expense will be impacted. Actual results could differ from this assessment if adequate taxable income is not generated in future periods from either operations or projected tax planning strategies. We had net deferred tax assets of $9.7 million at January 29, 2011.

RECENT ACCOUNTING STANDARDS

        In March 2007, the FASB issued guidance on accounting for split dollar life insurance arrangements which was included in ASC 718 "Compensation—Stock Compensation." This ASC provides guidance on determining whether a liability for the postretirement benefit associated with a collateral assignment split-dollar life insurance arrangement should be recorded. ASC 718 also provides guidance on how a company should recognize and measure the asset in a collateral assignment split-dollar life insurance contract. The original guidance for accounting for split dollar life insurance arrangements was effective for fiscal years beginning after December 15, 2007. The adoption of ASC 718 resulted in a $1.2 million net of tax charge to retained earnings on February 3, 2008.

        In October 2009, the FASB issued Accounting Standards Update ("ASU") 2009-13 "Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force," ("ASU 2009-13"). This update eliminates the residual method of allocation and requires that consideration be allocated to all deliverables using the relative selling price method. ASU 2009-13 is effective for material revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 did not have a material impact on the consolidated financial statements.

        In January 2010, the FASB issued ASU 2010-06 "Fair Value Measurements—Improving Disclosures on Fair Value Measurements" ("ASU 2010-06"). This guidance requires new disclosures surrounding transfers in and out of level 1 or 2 in the fair value hierarchy and also requires that the reconciliation of level 3 inputs includes separately reported information on purchases, sales, issuances and settlements. The increased disclosures should be reported for each class of assets or liabilities.

35

ASU 2010-06 also clarifies existing disclosures for the level of disaggregating, disclosures about valuation techniques and inputs used to determine level 2 or 3 fair value measurements and includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets. ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances or settlements in the roll forward activity for level 3 fair value measurements which are effective for interim and annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material impact on the Company's consolidated financial statements.

        In December 2010, the FASB issued ASU 2010-29 "Business Combinations (Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations" (ASU 2010-29). This accounting standard update clarifies that SEC registrants presenting comparative financial statements should disclose in their pro forma information revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations entered into in fiscal years beginning on or after December 15, 2010 with early adoption permitted. The Company does not believe the adoption of those requirements of ASU 2010-29 will have a material impact on the consolidated results of operations and financial condition.

ITEM 7A    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company has market rate exposure in its financial instruments due to changes in interest rates and prices.

Variable and Fixed Rate Debt

        The Company's Revolving Credit Agreement bears interest at LIBOR or Prime plus 2.75% to 3.25% based upon the then current availability under the facility. At January 29, 2011, there were no outstanding borrowings under the agreement. Additionally, the Company has a Senior Secured Term Loan facility with a balance of $148.6 million at January 29, 2011, that bears interest at three month LIBOR plus 2.00%. Excluding our interest rate swap, a one percent change in the LIBOR rate would have affected net earnings by approximately $1.0 million for fiscal 2010. The risk related to changes in the three month LIBOR rate are substantially mitigated by our interest rate swap.

        At January 29, 2011, the fair value of the Company's fixed rate debt instruments, principally the $147.6 million 7.50% Senior Subordinated Notes, due December 15, 2014, was $149.8 million. At January 30, 2010, the fair value of the Company's fixed rate debt instruments, principally the $157.6 million 7.50% Senior Subordinated Notes, due December 15, 2014, was $148.9 million. The Company determines fair value on its fixed rate debt by using quoted market prices and current interest rates.

Interest Rate Swaps

        The Company entered into an interest rate swap for a notional amount of $145.0 million that is designated as a cash flow hedge on the first $145.0 million of the Company's Senior Secured Term Loan facility. The interest rate swap converts the variable LIBOR portion of the interest payments to a fixed rate of 5.036% and terminates in October 2013. As of January 29, 2011 and January 30, 2010, the fair value of the swap was a net $16.4 million payable recorded within other long-term liabilities on the balance sheet.

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Other

        In the second quarter of fiscal 2010, the Company entered into a price stability agreement ("Agreement") that is also designated as a cash flow hedge. This Agreement is intended to hedge the price risks associated with the market volatility of retail gasoline. This hedge is deemed to be fully effective and all adjustments in the hedge's fair value have been recorded to accumulated other comprehensive loss. The effect of this Agreement on the Company's condensed consolidated financial statements is immaterial. This Agreement expired on January 31, 2011.

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ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Pep Boys—Manny, Moe & Jack
Philadelphia, Pennsylvania

        We have audited the accompanying consolidated balance sheets of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") as of January 29, 2011 and January 30, 2010, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three fiscal years in the period ended January 29, 2011. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Pep Boys—Manny, Moe & Jack and subsidiaries as of January 29, 2011 and January 30, 2010, and the results of their operations and their cash flows for each of the three fiscal years in the period ended January 29, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of January 29, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 11, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 11, 2011

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CONSOLIDATED BALANCE SHEETS

The Pep Boys—Manny, Moe & Jack and Subsidiaries

(dollar amounts in thousands, except share data)

		January 29, 2011			January 30, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	90,240		$	39,326
	Accounts receivable, less allowance for uncollectible accounts of $1,551 and $1,488		19,540			22,983
	Merchandise inventories		564,402			559,118
	Prepaid expenses		28,542			24,784
	Other current assets		60,337			65,428
	Assets held for disposal		475			4,438
	Total current assets		763,536			716,077
Property and equipment—net			700,981			706,450
Deferred income taxes			66,019			58,171
Other long-term assets			26,136			18,388
Total assets		$	1,556,672		$	1,499,086
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable	$	210,440		$	202,974
	Trade payable program liability		56,287			34,099
	Accrued expenses		236,028			242,416
	Deferred income taxes		56,335			29,984
	Current maturities of long-term debt		1,079			1,079
	Total current liabilities		560,169			510,552
Long-term debt less current maturities			295,122			306,201
Other long-term liabilities			70,046			73,933
Deferred gain from asset sales			152,875			165,105
Commitments and contingencies
Stockholders' equity:
	Common stock, par value $1 per share: authorized 500,000,000 shares; issued 68,557,041 shares		68,557			68,557
	Additional paid-in capital		295,361			293,810
	Retained earnings		402,600			374,836
	Accumulated other comprehensive loss		(17,028	)		(17,691	)
	Treasury stock, at cost—15,971,910 shares and 16,164,074 shares		(271,030	)		(276,217	)
	Total stockholders' equity		478,460			443,295
Total liabilities and stockholders' equity		$	1,556,672		$	1,499,086

See notes to the consolidated financial statements

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CONSOLIDATED STATEMENTS OF OPERATIONS

The Pep Boys—Manny, Moe & Jack and Subsidiaries

(dollar amounts in thousands, except per share data)

Year ended	January 29, 2011			January 30, 2010			January 31, 2009
Merchandise sales	$	1,598,168		$	1,533,619		$	1,569,664
Service revenue		390,473			377,319			358,124
Total revenues		1,988,641			1,910,938			1,927,788
Costs of merchandise sales		1,110,380			1,084,804			1,129,162
Costs of service revenue		355,909			340,027			333,194
Total costs of revenues		1,466,289			1,424,831			1,462,356
Gross profit from merchandise sales		487,788			448,815			440,502
Gross profit from service revenue		34,564			37,292			24,930
Total gross profit		522,352			486,107			465,432
Selling, general and administrative expenses		442,239			430,261			485,044
Net gain from disposition of assets		2,467			1,213			9,716
Operating profit (loss)		82,580			57,059			(9,896	)
Non-operating income		2,609			2,261			1,967
Interest expense		26,745			21,704			27,048
Earnings (loss) from continuing operations before income taxes and discontinued operations		58,444			37,616			(34,977	)
Income tax expense (benefit)		21,273			13,503			(6,139	)
Earnings (loss) from continuing operations before discontinued operations		37,171			24,113			(28,838	)
Loss from discontinued operations, net of tax benefit of $(291), $(580) and $(857)		(540	)		(1,077	)		(1,591	)
Net earnings (loss)	$	36,631		$	23,036		$	(30,429	)
Basic earnings (loss) per share:
Earnings (loss) from continuing operations before discontinued operations	$	0.71		$	0.46		$	(0.55	)
Loss from discontinued operations, net of tax		(0.01	)		(0.02	)		(0.03	)
Basic earnings (loss) per share	$	0.70		$	0.44		$	(0.58	)
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations before discontinued operations	$	0.70		$	0.46		$	(0.55	)
Loss from discontinued operations, net of tax		(0.01	)		(0.02	)		(0.03	)
Diluted earnings (loss) per share	$	0.69		$	0.44		$	(0.58	)

See notes to the consolidated financial statements

40

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

The Pep Boys—Manny, Moe & Jack and Subsidiaries

(dollar amounts in thousands, except share data)

		Common Stock										Treasury Stock						Accumulated Other Comprehensive Loss
						Additional Paid-in Capital			Retained Earnings												Benefit Trust			Total Stockholders' Equity
		Shares		Amount								Shares			Amount
Balance, February 2, 2008			68,557,041	$	68,557	$	296,074		$	406,819			(14,609,094	)	$	(227,291	)	$	(14,183	)	$	(59,264	)	$	470,712
Effect of Split Dollar accounting, net of tax										(1,165	)														(1,165	)
Comprehensive loss:
	Net loss									(30,429	)														(30,429	)
	Changes in net unrecognized other postretirement benefit costs, net of tax of ($566)																		(958	)					(958	)
	Fair market value adjustment on derivatives, net of tax of ($1,734)																		(2,934	)					(2,934	)
Total comprehensive loss																									(34,321	)
Cash dividends ($.27 per share)										(14,111	)														(14,111	)
Effect of stock options and related tax benefits							(1,154	)		(37	)		3,750			60									(1,131	)
Effect of restricted stock unit conversions							(4,935	)					279,458			4,512									(423	)
Stock compensation expense							2,743																		2,743
Dividend reinvestment plan										(2,407	)		201,865			3,259									852
Balance, January 31, 2009			68,557,041		68,557		292,728			358,670			(14,124,021	)		(219,460	)		(18,075	)		(59,264	)		423,156
Comprehensive income:
	Net earnings									23,036															23,036
	Changes in net unrecognized other postretirement benefit costs, net of tax of $352																		595						595
	Fair market value adjustment on derivatives, net of tax of ($125)																		(211	)					(211	)
Total comprehensive income																									23,420
Cash dividends ($.12 per share)										(6,286	)														(6,286	)
Reclassification of Benefits Trust													(2,195,270	)		(59,264	)					59,264			—
Effect of stock options and related tax benefits										(209	)		22,000			355									146
Effect of restricted stock unit conversions							(1,493	)					81,726			1,321									(172	)
Stock compensation expense							2,575																		2,575
Dividend reinvestment plan										(375	)		51,491			831									456
Balance, January 30, 2010			68,557,041		68,557		293,810			374,836			(16,164,074	)		(276,217	)		(17,691	)		—			443,295
Comprehensive income:
	Net earnings									36,631															36,631
	Changes in net unrecognized other postretirement benefit costs, net of tax of $344																		582						582
	Fair market value adjustment on derivatives, net of tax of $48																		81						81
Total comprehensive income																									37,294
Cash dividends ($.12 per share)										(6,323	)														(6,323	)
Effect of stock options and related tax benefits										(2,023	)		96,590			2,608									585
Effect of restricted stock unit conversions							(1,946	)					61,042			1,647									(299	)
Stock compensation expense							3,497																		3,497
Dividend reinvestment plan										(521	)		34,532			932									411
Balance, January 29, 2011			68,557,041	$	68,557	$	295,361		$	402,600			(15,971,910	)	$	(271,030	)	$	(17,028	)	$	—		$	478,460

See notes to the consolidated financial statements

41

CONSOLIDATED STATEMENTS OF CASH FLOWS

The Pep Boys—Manny, Moe & Jack and Subsidiaries

(dollar amounts in thousands)

				Year Ended
				January 29, 2011			January 30, 2010			January 31, 2009
Cash flows from operating activities:
	Net earnings (loss)			$	36,631		$	23,036		$	(30,429	)
		Adjustments to reconcile net earnings (loss) to net cash provided by (used in) continuing operations:
			Net loss from discontinued operations		540			1,077			1,591
			Depreciation and amortization		74,151			70,529			73,207
			Amortization of deferred gain from asset sales		(12,602	)		(12,325	)		(10,285	)
			Stock compensation expense		3,497			2,575			2,743
			Loss (gain) from debt retirement		200			(6,248	)		(3,460	)
			Deferred income taxes		18,572			13,446			(6,258	)
			Net gain from dispositions of assets		(2,467	)		(1,213	)		(9,716	)
			Loss from asset impairment		970			2,884			3,427
			Other		(479	)		345			537
	Changes in operating assets and liabilities:
			Decrease in accounts receivable, prepaid expenses and other		7,060			7,175			23,904
			(Increase) decrease in merchandise inventories		(5,284	)		7,039			(3,779	)
			Increase (decrease) in accounts payable		7,466			(9,640	)		(33,083	)
			Decrease in accrued expenses		(8,394	)		(13,238	)		(34,993	)
			(Decrease) increase in other long-term liabilities		(1,200	)		2,384			(11,992	)
	Net cash provided by (used in) continuing operations				118,661			87,826			(38,586	)
	Net cash used in discontinued operations				(1,466	)		(603	)		(921	)
Net cash provided by (used in) operating activities					117,195			87,223			(39,507	)
Cash flows from investing activities:
			Cash paid for master lease property		—			—			(117,121	)
			Cash paid for property and equipment		(70,252	)		(43,214	)		(34,762	)
			Proceeds from dispositions of assets		7,515			14,776			210,635
			Life insurance proceeds received		—			—			15,588
			Acquisition of Florida Tire, Inc.		(288	)		(2,695	)		—
			Collateral investment and other		(9,638	)		(500	)		—
	Net cash (used in) provided by continuing operations				(72,663	)		(31,633	)		74,340
	Net cash provided by discontinued operations				569			1,762			4,386
Net cash (used in) provided by investing activities					(72,094	)		(29,871	)		78,726
Cash flows from financing activities:
			Borrowings under line of credit agreements		21,795			249,704			205,162
			Payments under line of credit agreements		(21,795	)		(273,566	)		(223,345	)
			Borrowings on trade payable program liability		347,068			192,324			196,680
			Payments on trade payable program liability		(324,880	)		(190,155	)		(179,004	)
			Payments for finance issuance costs		—			—			(6,936	)
			Proceeds from lease financing		—			—			8,661
			Long-term debt and capital lease obligation payments		(11,279	)		(11,990	)		(26,798	)
			Dividends paid		(6,323	)		(6,286	)		(14,111	)
			Other		1,227			611			878
Net cash provided by (used in) financing activities					5,813			(39,358	)		(38,813	)
Net increase in cash and cash equivalents					50,914			17,994			406
Cash and cash equivalents at beginning of year					39,326			21,332			20,926
Cash and cash equivalents at end of year				$	90,240		$	39,326		$	21,332
Supplemental cash flow information:
			Cash paid for interest, net of amounts capitalized	$	23,098		$	24,509		$	26,548
			Cash received from income tax refunds	$	195		$	921		$	—
			Cash paid for income taxes	$	890		$	4,768		$	1,330
Non-cash investing activities:
			Accrued purchases of property and equipment	$	2,926		$	1,738		$	1,214

See notes to the consolidated financial statements

42

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the Company's financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, costs and expenses, as well as the disclosure of contingent assets and liabilities and other related disclosures. The Company bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of the Company's assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in the results for the period in which the actual amounts become known.

        The Company believes the significant accounting policies described below affect the more significant judgments and estimates used in the preparation of its consolidated financial statements. Accordingly, these are the policies the Company believes are the most critical to aid in fully understanding and evaluating the historical consolidated financial condition and results of operations.

        BUSINESS The Company operates in the U.S. automotive aftermarket, which has two general lines of business: (1) the Service business, defined as Do-It-For-Me, or "DIFM" (service labor, installed merchandise and tires) and (2) the Retail business, defined as Do-It-Yourself, or "DIY" (retail merchandise) and commercial. The Company's primary store format is the Supercenter, which houses both retail and repair services in one building. The Company currently operates stores in 35 states and Puerto Rico.

        FISCAL YEAR END The Company's fiscal year ends on the Saturday nearest to January 31. Fiscal 2010, which ended January 29, 2011, fiscal 2009, which ended January 30, 2010, and fiscal 2008 which ended January 31, 2009 were all comprised of 52 weeks.

        PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

        CASH AND CASH EQUIVALENTS Cash equivalents include all short-term, highly liquid investments with an initial maturity of three months or less when purchased. All credit and debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

        ACCOUNTS RECEIVABLE Accounts receivable are primarily comprised of amounts due from commercial customers. The Company records an allowance for doubtful accounts based upon an evaluation of the credit worthiness of its customers. The allowance is reviewed for adequacy at least quarterly, and adjusted as necessary. Specific accounts are written off against the allowance when management determines the account is uncollectible.

        MERCHANDISE INVENTORIES Merchandise inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out (LIFO) method. If the first-in, first-out (FIFO) method of costing inventory had been used by the Company, inventory would have been $486.0 million

43

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and $482.0 million as of January 29, 2011 and January 30, 2010, respectively. During fiscal 2010, 2009 and 2008, the effect of LIFO layer liquidations on gross profit was immaterial.

        The Company's inventory, consisting primarily of auto parts and accessories, is used on vehicles typically having longer lives. Because of this, along with the Company's historical experience of returning excess inventory to the Company's vendors for full credit, the risk of obsolescence is minimal. The Company establishes a reserve for excess inventory for instances where less than full credit will be received for such returns and where the Company anticipates items will be sold at retail prices that are less than recorded costs. The reserve is based on management's judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where the Company received less than full credit from vendors for product returns.

        In fiscal 2010, the Company reduced its reserve for excess inventory by $5.9 million to $5.4 million from $11.3 million primarily due to improved inventory management, including timely return of excess product to vendors for credit. However, in future periods the Company may be exposed to material losses should the Company's vendors alter their policy with regard to accepting excess inventory returns.

        PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives: building and improvements, 5 to 40 years, and furniture, fixtures and equipment, 3 to 10 years. Maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and accumulated depreciation are eliminated and the gain or loss, if any, is included in the determination of net income. Property and equipment information follows:

(dollar amounts in thousands)	January 29, 2011			January 30, 2010
Land	$	204,023		$	204,709
Buildings and improvements		848,268			826,804
Furniture, fixtures and equipment		685,481			695,072
Construction in progress		8,781			1,550
Accumulated depreciation and amortization		(1,045,572	)		(1,021,685	)
Property and equipment—net	$	700,981		$	706,450

        LEASES The Company amortizes leasehold improvements over the lesser of the lease term or the economic life of those assets. Generally, for stores the lease term is the base lease term and for distribution centers the lease term includes the base lease term plus certain renewal option periods for which renewal is reasonably assured and for which failure to exercise the renewal option would result in an economic penalty to the Company. The calculation of straight-line rent expense is based on the same lease term with consideration for step rent provisions, escalation clauses, rent holidays and other lease concessions. The Company expenses rent during the construction or build-out phase of the lease.

        SOFTWARE CAPITALIZATION The Company capitalizes certain direct development costs associated with internal-use software, including external direct costs of material and services, and

44

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

payroll costs for employees devoting time to the software projects. These costs are amortized over a period not to exceed five years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred.

        TRADE PAYABLE PROGRAM LIABILITY In April 2009, the Company replaced the previously existing trade payable program with a new program which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from its vendors. The Company, in turn, makes the regularly scheduled full vendor payments to the bank participants.

        INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are determined based upon enacted tax laws and rates applied to the differences between the financial statement and tax bases of assets and liabilities.

        The Company recognizes taxes payable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted.

        In evaluating income tax positions, the Company records liabilities for potential exposures. These tax liabilities are adjusted in the period actual developments give rise to such change. Those developments could be, but are not limited to, settlement of tax audits, expiration of the statute of limitations, and changes in the tax code and regulations, along with varying application of tax policy and administration within those jurisdictions. Refer to Note 8 for further discussion of income taxes and changes in unrecognized tax benefit during fiscal 2010.

        SALES TAXES The Company presents sales net of sales taxes in its consolidated statements of operations.

        REVENUE RECOGNITION The Company recognizes revenue from the sale of merchandise at the time the merchandise is sold and the product is delivered to the customer. Service revenues are recognized upon completion of the service. Service revenue consists of the labor charged for installing merchandise or maintaining or repairing vehicles, excluding the sale of any installed parts or materials. The Company records revenue net of an allowance for estimated future returns. The Company establishes reserves for sales returns and allowances based on current sales levels and historical return rates. Revenue from gift card sales is recognized upon gift card redemption. The Company's gift cards do not have expiration dates. The Company recognizes breakage on gift cards when, among other things, sufficient gift card history is available to estimate potential breakage and the Company determines there are no legal obligations to remit the value of unredeemed gift cards to the relevant jurisdictions. Estimated breakage revenue is immaterial for all periods presented.

        In the first quarter of fiscal 2009, the Company launched a Customer Loyalty program. The program allows members to earn points for each qualifying purchase. Points earned allow members to

45

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

receive a certificate that may be redeemed on future purchases within 90 days of issuance. The retail value of points earned by loyalty program members is included in accrued liabilities as deferred income and recorded as a reduction of revenue at the time the points are earned, based on the historic and projected rate of redemption. The Company recognizes deferred revenue and the cost of the free products distributed to loyalty program members when the awards are redeemed. The cost of the free products distributed to program members is recorded within costs of revenues.

        A portion of the Company's transactions includes the sale of auto parts that contain a core component. These components represent the recyclable portion of the auto part. Customers are not charged for the core component of the new part if a used core is returned at the point of sale of the new part; otherwise the Company charges customers a specified amount for the core component. The Company refunds that same amount upon the customer returning a used core to the store at a later date. The Company does not recognize sales or cost of sales for the core component of these transactions when a used part is returned by the customer.

        COSTS OF REVENUES Costs of merchandise sales include the cost of products sold, buying, warehousing and store occupancy costs. Costs of service revenue include service center payroll and related employee benefits, service center occupancy costs and cost of providing free or discounted towing services to customers. Occupancy costs include utilities, rents, real estate and property taxes, repairs, maintenance, depreciation and amortization expenses.

        VENDOR SUPPORT FUNDS The Company receives various incentives in the form of discounts and allowances from its vendors based on purchases or for services that the Company provides to the vendors. These incentives received from vendors include rebates, allowances and promotional funds and are generally based upon a percentage of the gross amount purchased. Funds are recorded when title of goods purchased have transferred to the Company as the amount is known and not contingent on future events. The amount of funds to be received are subject to vendor agreements and ongoing negotiations that may be impacted in the future based on changes in market conditions, vendor marketing strategies and changes in the profitability or sell-through of the related merchandise for the Company.

        Generally vendor support funds are earned based on purchases or product sales. These incentives are treated as a reduction of inventories and are recognized as a reduction to cost of sales as the inventories are sold. Certain vendor allowances are used exclusively for promotions and to offset certain other direct expenses if the Company determines the allowances are for specific, identifiable incremental expenses. Such allowances were immaterial for all periods presented.

        WARRANTY RESERVE The Company provides warranties for both its merchandise sales and service labor. Warranties for merchandise are generally covered by the respective vendors, with the Company covering any costs above the vendor's stipulated allowance. Service labor is warranted in full by the Company for a limited specific time period. The Company establishes its warranty reserves based on historical experience. These costs are included in either costs of merchandise sales or costs of service revenue in the consolidated statement of operations.

46

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The reserve for warranty activity for the years ended January 29, 2011 and January 30, 2010, respectively, are as follows:

(dollar amounts in thousands)
Balance, January 31, 2009	$	797
Additions related to sales in the current year		15,572
Warranty costs incurred in the current year		(15,675	)
Balance, January 30, 2010		694
Additions related to sales in the current year		12,261
Warranty costs incurred in the current year		(12,282	)
Balance, January 29,2011	$	673

        ADVERTISING The Company expenses the costs of advertising the first time the advertising takes place. Gross advertising expense for fiscal 2010, 2009 and 2008 was $57.5 million, $52.6 million and $73.7 million, respectively, and is recorded in selling, general and administrative expenses. No advertising costs were recorded as assets as of January 29, 2011 or January 30, 2010.

        STORE OPENING COSTS The costs of opening new stores are expensed as incurred.

        IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds fair value. In addition, the Company reports assets to be disposed of at the lower of the carrying amount or the fair market value less selling costs. See discussion of current year impairments in Note 11, "Store Closures and Asset Impairments."

        EARNINGS PER SHARE Basic earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year. Diluted earnings per share are computed by dividing earnings by the weighted average number of common shares outstanding during the year plus incremental shares that would have been outstanding upon the assumed exercise of dilutive stock options.

        DISCONTINUED OPERATIONS The Company's discontinued operations reflect the operating results for closed stores where the customer base could not be maintained. Loss from discontinued operations relates to expenses for previously closed stores and principally includes costs for rent, taxes, payroll, repairs and maintenance, asset impairments, and gains or losses on disposal.

        ACCOUNTING FOR STOCK-BASED COMPENSATION At January 29, 2011, the Company has two stock-based employee compensation plans, which are described in Note 14, "Equity Compensation Plans." Compensation costs relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity award).

47

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        COMPREHENSIVE LOSS Other comprehensive loss includes pension liability and fair market value of cash flow hedges.

        DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company may enter into interest rate swap agreements to hedge the exposure to increasing rates with respect to its certain variable rate debt agreements. The Company recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value.

        SEGMENT INFORMATION The Company has six operating segments defined by geographic regions which are Northeast, Mid-Atlantic, Southeast, Central, West and Southern CA. Each segment serves both DIY and DIFM lines of business. The Company aggregates all of its operating segments and has one reportable segment. Sales by major product categories are as follows:

	Year ended
(dollar amounts in thousands)	January 29, 2011		January 30, 2010		January 31, 2009
Parts and accessories	$	1,261,678	$	1,219,396	$	1,255,975
Tires		336,490		314,223		313,689
Service labor		390,473		377,319		358,124
Total revenues	$	1,988,641	$	1,910,938	$	1,927,788

        SIGNIFICANT SUPPLIERS During fiscal 2010, the Company's ten largest suppliers accounted for approximately 53% of merchandise purchased. No single supplier accounted for more than 20% of the Company's purchases. The Company has no long-term contracts or minimum purchase commitments under which the Company is required to purchase merchandise. Open purchase orders are based on current inventory or operational needs and are fulfilled by vendors within short periods of time and generally are not binding agreements.

        SELF INSURANCE The Company has risk participation arrangements with respect to workers' compensation, general liability, automobile liability, and other casualty coverages. The Company has a wholly owned captive insurance subsidiary through which it reinsures this retained exposure. This subsidiary uses both risk sharing treaties and third party insurance to manage this exposure. In addition, the Company self insures certain employee-related health care benefit liabilities. The Company maintains stop loss coverage with third party insurers through which it reinsures certain of its casualty and health care benefit liabilities. The Company records both liabilities and reinsurance receivables using actuarial methods utilized in the insurance industry based upon historical claims experience.

        RECLASSIFICATION Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders' equity, cash flows or net income.

48

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

RECENT ACCOUNTING STANDARDS

        In March 2007, the FASB issued guidance on accounting for split dollar life insurance arrangements which was included in ASC 718 "Compensation—Stock Compensation." This ASC provides guidance on determining whether a liability for the postretirement benefit associated with a collateral assignment split-dollar life insurance arrangement should be recorded. ASC 718 also provides guidance on how a company should recognize and measure the asset in a collateral assignment split-dollar life insurance contract. The original guidance for accounting for split dollar life insurance arrangements was effective for fiscal years beginning after December 15, 2007. The adoption of ASC 718 resulted in a $1.2 million net of tax charge to retained earnings on February 3, 2008.

        In October 2009, the FASB issued Accounting Standards Update ("ASU") 2009-13 "Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force," ("ASU 2009-13"). This update eliminates the residual method of allocation and requires that consideration be allocated to all deliverables using the relative selling price method. ASU 2009-13 is effective for material revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of ASU 2009-13 did not have a material impact on the consolidated financial statements.

        In January 2010, the FASB issued ASU 2010-06 "Fair Value Measurements—Improving Disclosures on Fair Value Measurements" ("ASU 2010-06"). This guidance requires new disclosures surrounding transfers in and out of level 1 or 2 in the fair value hierarchy and also requires that the reconciliation of level 3 inputs includes separately reported information on purchases, sales, issuances and settlements. The increased disclosures should be reported for each class of assets or liabilities. ASU 2010-06 also clarifies existing disclosures for the level of disaggregating, disclosures about valuation techniques and inputs used to determine level 2 or 3 fair value measurements and includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets. ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances or settlements in the roll forward activity for level 3 fair value measurements which are effective for interim and annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material impact on the Company's consolidated financial statements.

        In December 2010, the FASB issued ASU 2010-29 "Business Combinations (Topic 805)—Disclosure of Supplementary Pro Forma Information for Business Combinations" (ASU 2010-29). This accounting standard update clarifies that SEC registrants presenting comparative financial statements should disclose in their pro forma information revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations entered into in fiscal years beginning on or after December 15, 2010 with early adoption permitted. The Company does not believe the adoption of those requirements of ASU 2010-29 will have a material impact on the consolidated results of operations and financial condition.

49

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 2—BUSINESS COMBINATIONS

        On October 31, 2009, the Company acquired substantially all of the assets (other than real property) and certain liabilities of Florida Tire, Inc. ("Florida Tire"), a privately held automotive service and tire business located in the Orlando Florida area consisting of 10 service locations. The Company agreed to pay up to $4.4 million for Florida Tire including contingent consideration of $1.7 million. The Company has completed the purchase accounting for the Florida Tire acquisition and has recorded net assets of $4.4 million, including goodwill of $2.5 million.

NOTE 3—OTHER CURRENT ASSETS

        The following are the components of other current assets:

(dollar amounts in thousands)	January 29, 2011		January 30, 2010
Reinsurance receivable	$	57,532	$	61,599
Income taxes receivable		1,608		3,600
Other		1,197		229
Total	$	60,337	$	65,428

NOTE 4—ACCRUED EXPENSES

        The following are the components of accrued expenses:

(dollar amounts in thousands)	January 29, 2011		January 30, 2010
Casualty and medical risk insurance	$	146,667	$	150,006
Accrued compensation and related taxes		31,990		33,832
Sales tax payable		12,809		11,813
Other		44,563		46,765
Total	$	236,029	$	242,416

NOTE 5—DEBT AND FINANCING ARRANGEMENTS

        The following are the components of debt and financing arrangements:

(dollar amounts in thousands)	January 29, 2011			January 30, 2010
7.50% Senior Subordinated Notes, due December 2014	$	147,565		$	157,565
Senior Secured Term Loan, due October 2013		148,636			149,715
Revolving Credit Agreement, through January 2014		—			—
		296,201			307,280
Current maturities		(1,079	)		(1,079	)
Total	$	295,122		$	306,201

50

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 5—DEBT AND FINANCING ARRANGEMENTS (Continued)

7.50% Senior Subordinated Notes, due December 2014

        On December 14, 2004, the Company issued $200.0 million aggregate principal amount of 7.50% Senior Subordinated Notes (the "Notes") due December 2014. During fiscal 2010 and 2009, the Company repurchased Notes in the principal amount of $10.0 million and $17.0 million, respectively, resulting in a loss from debt repurchases of $0.2 million and a gain from debt repurchases of $6.2 million, respectively.

Senior Secured Term Loan Facility, due October 2013

        The Company has a Senior Secured Term Loan facility (the "Term Loan") due October 2013. This facility is secured by a collateral pool consisting of real property and improvements associated with stores, which is adjusted periodically based upon real estate values and borrowing levels. Interest accrues at the London Interbank Offered Rate (LIBOR) plus 2.0% on this facility. As of January 29, 2011, 126 stores collateralized the Term Loan.

Revolving Credit Agreement, through January 2014

        On January 16, 2009, the Company entered into a new Revolving Credit Agreement (the "Agreement") with available borrowings up to $300.0 million. The Company's ability to borrow under the Revolving Credit Agreement is based on a specific borrowing base consisting of inventory and accounts receivable. Total fees of $6.8 million were capitalized and are being amortized over the five year life of the Agreement. The interest rate on this credit line is LIBOR or Prime plus 2.75% to 3.25% based upon the then current availability under the Agreement. Fees based on the unused portion of the facility range from 37.5 to 75.0 basis points. As of January 29, 2011, there were no outstanding borrowings under the Agreement.

        The weighted average interest rate on all debt borrowings during fiscal 2010 and 2009 was 6.3% and 4.2%, respectively.

Other Matters

        Several of the Company's debt agreements require compliance with covenants. The most restrictive of these requirements is contained in the Revolving Credit Agreement. During any period the availability under the Agreement drops below the greater of $50,000 or 17.5% of the borrowing base, the Company is required to maintain a consolidated fixed charge coverage ratio of at least 1.1:1.0, calculated as the ratio of (a) EBITDA (net income plus interest charges, provision for taxes, depreciation and amortization expense, non-cash stock compensation expenses and other non-recurring, non-cash items) minus capital expenditures and income taxes paid to (b) the sum of debt service charges and restricted payments made. The failure to satisfy this covenant would constitute an event of default under the Agreement, which would result in a cross-default under the Notes and Term Loan.

        As of January 29, 2011, the Company had no borrowings outstanding under the Revolving Credit Agreement, additional availability of approximately $138.2 million and was in compliance with its financial covenants.

51

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 5—DEBT AND FINANCING ARRANGEMENTS (Continued)

Other Contractual Obligations

        On April 6, 2009, the Company entered into a vendor financing program with availability up to $50.0 million which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from vendors. The Company, in turn, makes the regularly scheduled full vendor payments to the bank participants. The availability under the program was subsequently increased to $100.0 million in December, 2010. There was an outstanding balance of $56.3 million and $34.1 million under the program as of January 29, 2011 and January 30, 2010, respectively.

        The Company has letter of credit arrangements in connection with its risk management, import merchandising and vendor financing programs. The Company was contingently liable for $0.3 million in outstanding commercial letters of credit as of January 29, 2011, and $107.6 million and $103.3 million in outstanding standby letters of credit as of January 29, 2011 and January 30, 2010, respectively.

        The Company is also contingently liable for surety bonds in the amount of approximately $10.3 million and $10.2 million as of January 29, 2011 and January 30, 2010, respectively. The surety bonds guarantee certain payments (for example utilities, easement repairs, licensing requirements and customs fees).

        The annual maturities of all long-term debt for the next five fiscal years are:

(dollar amounts in thousands) Fiscal Year		Long-Term Debt
2011	Senior Secured Term Loan, due October 2013	$	1,079
2012	Senior Secured Term Loan, due October 2013		1,079
2013	Senior Secured Term Loan, due October 2013		146,478
2014	7.50% Senior Subordinated Notes, due December 2014		147,565
Thereafter			—
	Total	$	296,201

        Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt issues that are not quoted on an exchange. The estimated fair value of long-term debt including current maturities was $298.3 million and $290.8 million as of January 29, 2011 and January 30, 2010.

NOTE 6—LEASE AND OTHER COMMITMENTS

        During 2008, the Company sold 63 owned properties to an independent third party, and concurrent with the sale, entered into agreements to lease the properties back from the purchaser. Net proceeds from this sale were $211.5 million. Each lease has an initial term of 15 years, four five-year renewal options, and annual incremental rental increases that are 1.5% of the prior year's rentals. The Company immediately recognized a $7.7 million gain on the sale of these properties and deferred an $89.9 million gain. The Company determined that it had continuing involvement in two properties relating to an environmental indemnity and recorded $8.5 million of the transaction's total net proceeds as a borrowing and as a financing activity in the Statement of Cash Flows. Subsequently, during fiscal

52

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 6—LEASE AND OTHER COMMITMENTS (Continued)

2008, the Company provided the necessary documentation to satisfy its indemnity and removed its continuing involvement with these properties. The Company then recorded the sale of these two properties as sale-leaseback transactions and recorded a $4.0 million deferred gain. Of the total net proceeds for these properties, $76.0 million together with $41.2 million of cash on hand were used to finance the purchase of 29 properties for $117.1 million that were previously leased under a master operating lease.

        In fiscal 2009, the Company sold four properties to unrelated third parties. Net proceeds from these sales were $12.9 million. Concurrent with these sales, the Company entered into agreements to lease the properties back from the purchasers over minimum lease terms of 15 years. Each property has a separate lease with an initial term of 15 years and four five-year renewal options. Every five years, the leases have rent increases of an amount equal to the lesser of 8% of the monthly rent due in the immediately preceding lease year or the percentage of the CPI increase between five year anniversaries. The Company classified these leases as operating leases, actively uses these properties and considers the leases as normal leasebacks. The Company recognized a gain of $1.2 million on the sale of these properties and recorded a deferred gain of $6.4 million.

        In fiscal 2010, the Company sold one property to an unrelated third party. Net proceeds from this sale were $1.6 million. Concurrent with this sale, the Company entered into an agreement to lease the property back from the purchaser over a minimum lease term of 15 years. The Company classified this lease as an operating lease. The Company actively uses this property and considers the lease as a normal leaseback. The Company recorded a deferred gain of $0.4 million.

        The aggregate minimum rental payments for all leases having initial terms of more than one year are as follows:

(dollar amounts in thousands) Fiscal Year	Operating Leases
2011	$	86,730
2012		84,883
2013		81,169
2014		76,845
2015		70,590
Thereafter		347,400
Aggregate minimum lease payments	$	747,617

        Rental expenses incurred for operating leases in fiscal 2010, 2009, and 2008 were $79.7 million, $75.3 million and $77.2 million, respectively, and are recorded primarily in cost of revenues. The deferred gain for all sale leaseback transactions is being recognized in costs of merchandise sales and costs of service revenues over the minimum term of these leases.

NOTE 7—ASSET RETIREMENT OBLIGATIONS

        The Company records asset retirement obligations as incurred and when reasonably estimable, including obligations for which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the Company. The obligation principally represents

53

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 7—ASSET RETIREMENT OBLIGATIONS (Continued)

the removal of leasehold improvements from stores upon termination of store leases. The obligations are recorded as liabilities at fair value using discounted cash flows and are accreted over the lease term. Costs associated with the obligations are capitalized and amortized over the estimated remaining useful life of the asset.

        The Company has recorded a liability pertaining to the asset retirement obligation in accrued expenses and other long-term liabilities on its consolidated balance sheet. Changes in assumptions reflect favorable experience with the rate of occurrence of obligations and expected settlement dates. The liability for asset retirement obligations activity from January 31, 2009 through January 29, 2011 is as follows:

(dollar amounts in thousands)
Asset retirement obligation at January 31, 2009	$	7,130
Change in assumptions		(466	)
Settlements		(154	)
Accretion expense		214
Asset retirement obligation at January 30, 2010		6,724
Change in assumptions		(1,192	)
Settlements		(120	)
Accretion expense		194
Asset retirement obligation at January 29, 2011	$	5,606

NOTE 8—INCOME TAXES

        The provision (benefit) for income taxes includes the following:

		Year Ended
(dollar amounts in thousands)		January 29, 2011			January 30, 2010			January 31, 2009
Current:
	Federal	$	—		$	398		$	(464	)
	State		491			(511	)		1,276
	Foreign		2,210			149			433
Deferred:
	Federal(1)		20,309			13,820			(8,717	)
	State		(1,818	)		42			754
	Foreign		81			(395	)		579
Total income tax expense/(benefit) from continuing operations(a)		$	21,273		$	13,503		$	(6,139	)

⁽¹⁾

Excludes tax benefit recorded to discontinued operations of $0.3 million, $0.6 million and $0.9 million in fiscal 2010, 2009 and 2008, respectively.

54

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 8—INCOME TAXES (Continued)

        A reconciliation of the statutory federal income tax rate to the effective rate for income tax expense (benefit) follows:

	Year Ended
	January 29, 2011			January 30, 2010			January 31, 2009
Statutory tax rate		35.0	%		35.0	%		(35.0	)%
State income taxes, net of federal tax		2.4			2.4			(1.2	)
Job credits		(0.3	)		(0.9	)		(1.5	)
Texas law change impact		—			—			(6.4	)
Tax uncertainty adjustment		0.2			(0.5	)		(1.3	)
Valuation allowance		(3.5	)		—			8.9
Non deductible expenses		0.5			0.3			5.3
Stock compensation		0.2			0.8			3.9
Foreign taxes, net of federal		2.4			(0.7	)		2.0
Officer's life insurance gain on surrender value		0.0			0.0			4.3
Other, net		(0.5	)		(0.5	)		3.4
		36.4	%		35.9	%		(17.6	)%

55

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 8—INCOME TAXES (Continued)

        Items that gave rise to the deferred tax accounts are as follows:

(dollar amounts in thousands)		January 29, 2011			January 30, 2010
Deferred tax assets:
	Employee compensation	$	3,060		$	3,293
	Store closing reserves		1,064			1,741
	Legal reserve		569			769
	Benefit accruals		3,576			4,628
	Net operating loss carryforwards—Federal		2,527			911
	Net operating loss carryforwards—State		107,941			105,375
	Tax credit carryforwards		17,086			18,503
	Accrued leases		12,107			12,078
	Interest rate derivatives		5,960			5,872
	Deferred gain on sale leaseback		61,904			66,613
	Deferred revenue		5,871			5,332
	Other		2,570			2,523
	Gross deferred tax assets		224,235			227,638
	Valuation allowance		(104,486	)		(108,416	)
			119,749			119,222
Deferred tax liabilities:
	Depreciation	$	44,634		$	34,601
	Inventories		57,538			49,364
	Real estate tax		3,132			2,885
	Insurance and other		2,574			1,998
	Gain on debt buyback		2,187			2,187
			110,065			91,035
Net deferred tax asset		$	9,684		$	28,187

        As of January 29, 2011 and January 30, 2010, the Company had available tax net operating losses that can be carried forward to future years. The Company has $2.5 million of deferred tax assets related to federal net operating loss carryforwards which begin to expire in 2027. The Company has $4.5 million of deferred tax assets related to state tax net operating loss carryforwards related to unitary filings of which 8% will expire in the next five years for which a full valuation allowance has been recorded. The balance of the Company's net operating loss carryforwards relate to separate company filing jurisdictions that will expire in various years beginning in 2011 for which full valuation allowances have been recorded.

        The tax credit carryforward at January 29, 2011 consists of $7.3 million of alternative minimum tax credits, $3.4 million of work opportunity credits and $6.4 million of state and Puerto Rico tax credits of which $3.3 million have full valuation allowances recorded against them. The tax credit carryforward at January 30, 2010 consists of $7.2 million of alternative minimum tax credits, $3.3 million of work

56

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 8—INCOME TAXES (Continued)

opportunity credits and $8.0 million of state and Puerto Rico tax credits of which $5.5 million have full valuation allowances recorded against them.

        The temporary differences between the book and tax treatment of income and expenses result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must assess the likelihood that any recorded deferred tax assets will be recovered against future taxable income. To the extent the Company believes it is more likely than not that the asset will not be recoverable, a valuation allowance must be established. The Company considers future projections of income and tax planning strategies, such as the potential sale of real estate to generate taxable income sufficient to utilize the deferred tax assets. To the extent the Company establishes a valuation allowance or changes the allowance in a future period, income tax expense will be impacted. After considering all this evidence, the Company released $3.2 million of gross valuation allowances on certain state net operating loss carryforwards and state credits during fiscal 2010.

        The Company and its subsidiaries file income tax returns in the U.S. federal, various states and Puerto Rico jurisdictions. The Company's U.S. federal returns for tax years 2004 and forward are subject to examination. State and local income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. In Puerto Rico, the 2004 through 2010 tax years are subject to examination by the Puerto Rico tax authorities. The Company has various state income tax returns in the process of examination.

        A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(dollar amounts in thousands)	January 29, 2011		January 30, 2010			January 31, 2009
Unrecognized tax benefit balance at the beginning of the year	$	2,411	$	2,458		$	3,847
Gross increases for tax positions taken in prior years		1,331		646			147
Gross decreases for tax positions taken in prior years		—		(526	)		(831	)
Gross increases for tax positions taken in current year		389		296			313
Settlements taken in current year		—		(271	)		(311	)
Lapse of statute of limitations		—		(192	)		(707	)
Unrecognized tax benefit balance at the end of the year	$	4,131	$	2,411		$	2,458

        The Company recognizes potential interest and penalties for unrecognized tax benefits in income tax expense and, accordingly, the Company recognized no material income tax expense in fiscal 2010 and an income tax benefit of $0.4 million during fiscal 2009 related to potential interest and penalties associated with uncertain tax positions. At January 29, 2011, January 30, 2010, and January 31, 2009, the Company has recorded $0.2 million, $0.2 million, and $1.0 million, respectively, for the payment of interest and penalties which are excluded from the unrecognized tax benefit noted above.

        Unrecognized tax benefits include $1.4 million, $1.3 million, and $1.5 million, at January 29, 2011, January 30, 2010 and January 31, 2009, respectively, of tax benefits that, if recognized, would affect the Company's annual effective tax rate. The Company believes it is reasonably possible that the amount will increase or decrease within the next twelve months; however, it is not currently possible to estimate the impact of the change.

57

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 9—STOCKHOLDERS' EQUITY

        On January 26, 2010, the Company terminated the flexible employee benefits trust (the "Trust") that was established on April 29, 1994 to fund a portion of the Company's obligations arising from various employee compensation and benefit plans. In accordance with the terms of the Trust, upon its termination, the Trust's sole asset, consisting of 2,195,270 shares of the Company's common stock, was transferred to the Company in exchange for the full satisfaction and discharge of all intercompany indebtedness then owed by the Trust to the Company. The termination of the Trust had no impact on the Company's consolidated financial statements, except for the reclassification of the shares within the shareholders equity section of the Company's Consolidated Balance Sheets. The Company uses its treasury shares to satisfy share requirements to its employees under its compensation plans and dividend reinvestment program.

NOTE 10—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        The following are the components of other comprehensive income (loss):

		Year Ended
(dollar amounts in thousands)		January 29, 2011		January 30, 2010			January 31, 2009
Net earnings (loss)		$	36,631	$	23,036		$	(30,429	)
Other comprehensive income (loss), net of tax:
	Defined benefit plan adjustment		582		595			(958	)
	Derivative financial instrument adjustment		81		(211	)		(2,934	)
Comprehensive income (loss)		$	37,294	$	23,420		$	(34,321	)

        The components of accumulated other comprehensive loss are:

	Year Ended
(dollar amounts in thousands)	January 29, 2011			January 30, 2010			January 31, 2009
Defined benefit plan adjustment, net of tax	$	(6,576	)	$	(7,158	)	$	(7,753	)
Derivative financial instrument adjustment, net of tax		(10,452	)		(10,533	)		(10,322	)
Accumulated other comprehensive loss	$	(17,028	)	$	(17,691	)	$	(18,075	)

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS

        During fiscal 2010, the Company recorded an $0.8 million impairment charge related to two stores classified as held and used. The Company used a probability-weighted approach and estimates of expected future cash flows to determine the fair value of these stores. Discount and growth rate assumptions were derived from current economic conditions, management's expectations and projected trends of current operating results. The fair market value estimate is classified as a Level 3 measure within the fair value hierarchy. Of the $0.8 million impairment charge, $0.6 million was charged to merchandise cost of sales, and $0.2 million was charged to service cost of sales.

        During fiscal 2007, the Company recorded charges of $15.6 million related to store closures. The reserve balance includes remaining rent on leases net of sublease income, other contractual obligations

58

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS (Continued)

associated with leased properties and employee severance. The following details the reserve activity for the three years in the period ended January 29, 2011.

(dollar amounts in thousands)	Severance and other costs			Lease Expenses			Total
Balance, February 2, 2008	$	167		$	3,574		$	3,741
Accretion of present value of liabilities		—			300			300
Change in assumptions about future sublease income, lease termination, contractual obligations and severance		(109	)		102			(7	)
Cash payments		(58	)		(1,864	)		(1,922	)
Balance, January 31, 2009		—			2,112			2,112
Accretion of present value of liabilities		—			111			111
Change in assumptions about future sublease income, lease termination		—			1,122			1,122
Cash payments		—			(1,095	)		(1,095	)
Balance, January 30, 2010		—			2,250			2,250
Accretion of present value of liabilities		—			81			81
Change in assumptions about future sublease income, lease termination		—			163			163
Cash payments		—			(1,253	)		(1,253	)
Balance, January 29, 2011	$	—		$	1,241		$	1,241

        A store is classified as "held for disposal" when (i) the Company has committed to a plan to sell, (ii) the building is vacant and the property is available for sale, (iii) the Company is actively marketing the property for sale, (iv) the sale price is reasonable in relation to its current fair value and (v) the Company expects to complete the sale within one year. Assets held for disposal have been valued at the lower of their carrying amount or their estimated fair value, net of disposal costs. The fair value of these assets is estimated using market appraisals for comparable properties and is classified as a Level 2 (as described in Note 16) measure within the fair value hierarchy. No depreciation expense is recognized during the period the asset is held for disposal. Assets held for disposal follows:

(dollar amounts in thousands)	January 29, 2011		January 30, 2010
Land	$	190	$	2,980
Buildings and improvements		285		5,453
Accumulated depreciation		—		(3,995	)
Property and equipment—net	$	475	$	4,438
Number of properties		1		8

        During fiscal 2010, the Company sold seven stores for $4.3 million and recorded a net gain of $0.5 million in earnings from continuing operations. The Company classifies the one remaining property as held for disposal as it continues to actively market the property at a price the Company believes reasonable given current market conditions and expects to sell this property within the next twelve months. In addition, during fiscal 2010, the Company recorded a $0.2 million impairment charge related to a store classified as held for disposal. The Company lowered its selling price reflecting declines in the commercial real estate market. Substantially all of this impairment was charged to merchandise cost of sales.

59

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 11—STORE CLOSURES AND ASSET IMPAIRMENTS (Continued)

        During fiscal 2009, the Company sold four stores for $3.6 million and recorded a net gain of $0.2 million of which $0.1 million is reported in discontinued operations. The Company also decided to reopen one store and moved the carrying value of $1.7 million to property and equipment. During fiscal 2009 in response to a continuing weak real estate market, the Company reduced its prices for certain properties and recorded a $3.1 million impairment charge, of which $2.2 million was charged to merchandise cost of sales, $0.7 million was charged to service cost of sales and $0.2 million (pretax) was charged to discontinued operations.

        During fiscal 2008, the Company sold six stores for $6.7 million and recorded a net gain of $0.4 million of which $0.1 million is reported in discontinued operations. During fiscal 2008 in response to a continuing weak real estate market, the Company reduced its prices for certain properties and recorded a $5.4 million impairment charge, of which $2.8 million was charged to merchandise cost of sales, $0.6 million was charged to service cost of sales and $1.9 million (pretax) was charged to discontinued operations.

NOTE 12—EARNINGS PER SHARE

        Basic earnings per share is based on net earnings divided by the weighted average number of shares outstanding during the period. Stock options were dilutive in fiscal 2010 and 2009 and as such were included in the diluted earnings per share calculation. Stock options were anti-dilutive in fiscal 2008, as the Company generated a net loss, and are excluded from the diluted earnings per share calculation.

60

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 12—EARNINGS PER SHARE (Continued)

        The following schedule presents the calculation of basic and diluted earnings per share for earnings (loss) from continuing operations:

		Year Ended
(dollar amounts in thousands, except per share amounts)		January 29, 2011			January 30, 2010			January 31, 2009
(a)	Earnings (loss) from continuing operations before discontinued operations	$	37,171		$	24,113		$	(28,838	)
	Loss from discontinued operations, net of tax benefit of $(291), $(580) and $(857)		(540	)		(1,077	)		(1,591	)
	Net earnings (loss)	$	36,631		$	23,036		$	(30,429	)
(b)	Basic average number of common shares outstanding during period		52,677			52,397			52,136
	Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price		485			270			—
(c)	Diluted average number of common shares assumed outstanding during period		53,162			52,667			52,136
	Basic earnings (loss) per share:
	Earnings (loss) from continuing operations (a/b)	$	0.71		$	0.46		$	(0.55	)
	Discontinued operations, net of tax		(0.01	)		(0.02	)		(0.03	)
	Basic earnings (loss) per share	$	0.70		$	0.44		$	(0.58	)
	Diluted earnings (loss) per share:
	Earnings (loss) from continuing operations (a/c)	$	0.70		$	0.46		$	(0.55	)
	Discontinued operations, net of tax		(0.01	)		(0.02	)		(0.03	)
	Diluted earnings (loss) per share	$	0.69		$	0.44		$	(0.58	)

        Certain stock options were excluded from the calculations of diluted earnings per share because their exercise prices were greater than the average market price of the common shares for the period then ended and therefore would be anti-dilutive. The total number of such shares excluded from the diluted earnings per share calculation were 978,000 and 1,125,000 as of January 29, 2011, and January 30, 2010, respectively. In fiscal 2008, all outstanding stock options and non-vested restricted stock units were excluded because they were anti-dilutive.

NOTE 13—BENEFIT PLANS

DEFINED BENEFIT AND CONTRIBUTION PLANS

        On December 31, 2008, the Company paid $14.4 million to terminate the defined benefit portion of its Supplemental Executive Retirement Plan (SERP) and recorded a $6.0 million settlement charge. The Company continues to maintain the non-qualified defined contribution portion of the SERP plan (Account Plan) for key employees designated by the Board of Directors. The Company's contribution

61

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

expense for the Account Plan was $1.2 million, $0.8 million and $0.2 million for fiscal 2010, 2009 and 2008, respectively.

        The Company has a qualified 401(k) savings plan and a separate savings plan for employees residing in Puerto Rico, which cover all full-time employees who are at least 21 years of age with one or more years of service. The Company contributes the lesser of 50% of the first 6% of a participant's contributions or 3% of the participant's compensation under both savings plans. The Company's savings plans' contribution expense was $3.0 million, $3.1 million and $3.3 million in fiscal 2010, 2009 and 2008, respectively.

        The Company also has a defined benefit pension plan covering full-time employees hired on or before February 1, 1992. As of December 31, 1996, the Company froze the accrued benefits under the plan and active participants became fully vested. The plan's trustee will continue to maintain and invest plan assets and will administer benefits payments. The Company uses a fiscal year end measurement date for determining benefit obligations and the fair value of plan assets of its plans. The actuarial computations are made using the "projected unit credit method." Variances between actual experience and assumptions for costs and returns on assets are amortized over the remaining service lives of employees under the plan.

        Pension expense follows:

	Year Ended
(dollar amounts in thousands)	January 29, 2011			January 30, 2010			January 31, 2009
Service cost	$	—		$	—		$	110
Interest cost		2,561			2,539			3,346
Expected return on plan assets		(2,151	)		(1,804	)		(2,450	)
Amortization of transitional obligation		—			—			150
Amortization of prior service cost		14			14			340
Recognized actuarial loss		1,672			1,766			975
Net periodic benefit cost		2,096			2,515			2,471
Settlement charge		—			—			6,005
Total pension expense	$	2,096		$	2,515		$	8,476

62

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

        The following actuarial assumptions were used to determine benefit obligation and pension expense:

	Year Ended
	January 29, 2011			January 30, 2010			January 31, 2009
Benefit obligation assumptions:
Discount rate		5.70	%		6.10	%		7.00	%
Rate of compensation increase		N/A			N/A			N/A
Pension expense assumptions:
Discount rate		6.10	%		7.00	%		6.50	%
Expected return on plan assets		6.95	%		6.70	%		6.70	%
Rate of compensation expense		N/A			N/A			4.00	%(1)

⁽¹⁾

Bonuses are assumed to be 25% of base pay for the SERP.

        The Company selected the discount rate for the benefit obligation at January 29, 2011 to reflect a rate commensurate with a model bond portfolio with durations that match the expected payment patterns of the plans. To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This resulted in the selection of a long-term rate of return on assets of 6.95% for fiscal 2010 and 6.70% for fiscal 2009 and 2008.

63

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

        The following table sets forth the reconciliation of the benefit obligation, fair value of plan assets and funded status of the Company's defined benefit plans:

	Year ended
(dollar amounts in thousands)	January 29, 2011			January 30, 2010
Change in benefit obligation:
Benefit obligation at beginning of year	$	42,744		$	36,996
Interest cost		2,561			2,539
Actuarial loss		2,454			4,626
Benefits paid		(1,641	)		(1,417	)
Benefit obligation at end of year	$	46,118		$	42,744
Change in plan assets:
Fair value of plan assets at beginning of year	$	31,857		$	27,692
Actual return on plan assets (net of expenses)		3,847			5,582
Employer contributions		5,000			—
Benefits paid		(1,641	)		(1,417	)
Fair value of plan assets at end of year	$	39,063		$	31,857
Unfunded status at fiscal year end	$	(7,055	)	$	(10,887	)
Net amounts recognized on consolidated balance sheet at fiscal year end
Noncurrent benefit liability (included in other long-term liabilities)	$	(7,055	)	$	(10,887	)
Net amount recognized at fiscal year end	$	(7,055	)	$	(10,887	)
Amounts recognized in accumulated other comprehensive income (pre-tax) at fiscal year end
Actuarial loss	$	10,402		$	11,316
Prior service cost		40			54
Net amount recognized at fiscal year end	$	10,442		$	11,370
Other comprehensive (income) loss attributable to change in pension liability recognition	$	(928	)	$	(932	)
Accumulated benefit obligation at fiscal year end	$	46,118		$	42,744
Other information
Employer contributions expected in fiscal 2011	$	—		$	—
Estimated actuarial loss and prior service cost amortization in fiscal 2011	$	1,530		$	1,642

64

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

        Benefit payments, including amounts to be paid from Company assets, as appropriate, are expected to be paid as follows:

(dollar amounts in thousands)
2012	$	1,869
2013		1,984
2014		2,114
2015		2,232
2016		2,358
2017–2021		13,857

Plan Assets and Investment Policy

        Investment policies are established in accordance with the Company's Benefits Committee (the "Committee") responsibilities to the participants of the Plan and its beneficiaries, and in accordance with the Employee Retirement Income Security Act of 1974, as amended (ERISA). The objective of the plan is to meet current and future benefit payment needs within the constraints of diversification and prudent risk taking. The Plan is diversified across asset classes to achieve an optimal balance between risk and return and between income and growth of assets through capital appreciation. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified. The Company believes that the diversification of its assets minimizes the risk due to concentration of the Plan assets.

        The Company updates its long-term, strategic asset allocations annually using various analytics to determine the optimal asset mix and consideration of plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions (such as private equity and real estate), and the timing of benefit payments and contributions. Short term investments and exchange-traded derivatives are used to rebalance the actual asset allocation to the target asset allocation. The asset allocation is monitored and rebalanced on a monthly basis.

        The manager of the investments provides advice and recommendations to help the Committee discharge its fiduciary responsibilities in furtherance of the Plan's goals and objectives. The manager has the discretion to allocate assets among funds within each asset class to conform to strategic targets and ranges established by the Committee. The target asset allocation is 50% equity securities and 50% fixed income. The investment policy requires that the asset allocation be maintained within certain

65

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

ranges. The weighted average asset allocations and asset allocation ranges by asset category are as follows:

Weighted Average Asset Allocations

		January 29, 2011			January 30, 2010			Asset Allocation Ranges
Total equities			52	%		48	%		45–55	%
	Domestic equities		31	%		32	%		28–38	%
	Non-US equities		21	%		17	%		12–22	%
Fixed income			48	%		52	%		45–55	%

        The table below provides the fair values of the Company's pension plan assets at January 29, 2011, by asset category. The table also identifies the level of inputs used to determine the fair value of assets in each category (see Note 16 for definition of levels). The significant amount of Level 2 investments in the table results from including in this category, investments in pooled funds that contain investments with values based on quoted market prices, but for which the funds are not valued on a quoted market basis, and fixed income securities that are valued using model based pricing services.

(dollar amounts in thousands) Asset Category			Fair Value at January 29, 2011		Level 1		Level 2		Level 3
Money market fund			$	48	$	48	$	—	$	—
Domestic equities
	US Small/Mid Cap Growth			1,299		—		1,299		—
	US Small/Mid Cap Value			1,298		—		1,298		—
	US Large Cap Passive			9,566		—		9,566		—
Non-U.S. equities
	Non-US Core Equity			8,087		—		8,087		—
Fixed income
	Long Duration			13,271		—		13,271		—
	Long Duration Passive			4,244		—		4,244		—
	Guaranteed annuity contracts			1,250		—		—		1,250
		Total	$	39,063	$	48	$	37,765	$	1,250

66

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

(dollar amounts in thousands) Asset Category			Fair Value at January 30, 2010		Level 1		Level 2		Level 3
Money market fund			$	36	$	36	$	—	$	—
Domestic equities
	US Small/Mid Cap Growth			988		—		988		—
	US Small/Mid Cap Value			996		—		996		—
	US Large Cap Passive			8,110		—		8,110		—
Non-U.S. equities
	Non-US Core Equity			5,279		—		5,279		—
Fixed income
	Long Duration			6,702		—		6,702		—
	Long Duration Passive			8,538		—		8,538		—
	Guaranteed annuity contracts			1,208		—		—		1,208
		Total	$	31,857	$	36	$	30,613	$	1,208

        Generally, investments are valued based on information in financial publications of general circulation, statistical and valuation services, records of security exchanges, appraisal by qualified persons, transactions and bona fide offers. Money market funds are valued using a market approach based on the quoted market prices of identical instruments. These investments are classified within Level 1 of the fair value hierarchy.

        Domestic equities, non-US equities, and both long duration fixed income securities consist of collective trust (CT) funds. CTs are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds (equity securities and fixed income securities) are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. CTs are valued at their net asset values (NAVs) that are calculated by the investment manager of the fund and have daily or monthly liquidity. These investments are classified within Level 2 of the fair value hierarchy.

        Guaranteed annuity contracts (GACs) are annuity insurance contracts. GACs are primarily invested in public bonds with some small placement in common stock, private placement bonds and commercial mortgage products. The GACs are valued based on unobservable inputs, as observable inputs are not available, using valuation methodologies to determine fair value. GACs are deemed to be Level 3 investments.

67

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 13—BENEFIT PLANS (Continued)

        The following table provides a summary of changes in fair value of Level 3 financial assets during fiscal 2010:

(dollar amounts in thousands)	Fair Value
Balance, January 30, 2010	$	1,208
Transfers from other investments		1,610
Interest income and gains		131
Administrative fees		(58	)
Benefits paid during the period		(1,641	)
Balance, January 29, 2011	$	1,250

DEFERRED COMPENSATION PLAN

        The Company maintains a non-qualified deferred compensation plan that allows its officers and certain other employees to defer up to 20% of their annual salary and 100% of their annual bonus. Additionally, the first 20% of an officer's bonus deferred into the Company's stock is matched by the Company on a one-for-one basis with Company stock that vests and is expensed over three years. The shares required to satisfy distributions of voluntary bonus deferrals and the accompanying match in the Company's stock are issued from its treasury account.

RABBI TRUST

        The Company establishes and maintains a deferred liability for the non-qualified deferred compensation plan and the Account Plan. The Company plans to fund this liability by remitting the officers' deferrals to a Rabbi Trust where these deferrals are invested in variable life insurance policies. These assets are included in non-current other assets. Accordingly, all gains and losses on these underlying investments, which are held in the Rabbi Trust to fund the deferred liability, are recognized in the Company's Consolidated Statement of Operations. Under these plans, there were liabilities of $6.2 million at January 29, 2011 and $3.4 million at January 30, 2010, respectively, which are recorded primarily in other long-term liabilities.

NOTE 14—EQUITY COMPENSATION PLANS

        The Company has a stock-based compensation plan originally approved by the stockholders on May 21, 1990 under which it has previously granted non-qualified stock options and incentive stock options to key employees and members of its Board of Directors. There are no awards remaining available for grant under the 1990 Plan. The Company has a stock-based compensation plan originally approved by the stockholders on June 2, 1999 under which it has previously granted and may continue to grant non-qualified stock options, incentive stock options and restricted stock units (RSUs) to key employees and members of its Board of Directors. On June 24, 2009, the stockholders renamed the 1999 Plan to the 2009 Plan, extended its terms to December 31, 2014 and increased the number of shares issuable thereunder by 1,500,000. As of January 29, 2011, there were 2,493,181 awards outstanding and 1,818,706 awards available for grant under the 2009 Plan.

68

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

        Incentive stock options and non-qualified stock options previously granted under the 1990 and 2009 plans (i) to non-officers, vest fully on the third anniversary of their grant date and (ii) to officers, vest in equal tranches over three or four year periods. Generally, all options granted prior to March 3, 2004 carry an expiration date of ten years and options granted on or after March 3, 2004 carry an expiration date of seven years. RSUs previously granted to non-officers vest fully on the third anniversary of their grant date. RSUs previously granted to officers vest in equal tranches over three or four year periods.

        The Company has also granted RSUs under the 2009 plan in conjunction with its non-qualified deferred compensation plan. Under the deferred compensation plan, the first 20% of an officer's bonus deferred into the Company's stock fund is matched by the Company on a one-for-one basis with RSUs that vest over a three-year period, with one third vesting on each of the first three anniversaries of the grant date.

        The exercise price, term and other conditions applicable to future stock option and RSU grants under the 2009 plan are generally determined by the Board of Directors; provided that the exercise price of stock options must be at least 100% of the quoted market price of the common stock on the grant date. The Company currently satisfies all share requirements resulting from RSU conversions and option exercises from its treasury stock. The Company believes its treasury share balance at January 29, 2011 is adequate to satisfy such activity during the next twelve-month period.

        The following table summarizes the options under the plans:

	Fiscal Year 2010
	Shares			Weighted Average Exercise Price
Outstanding—beginning of year		1,682,325		$	8.14
Granted		307,653			10.30
Exercised		(96,590	)		6.05
Forfeited		(26,477	)		5.97
Expired		(35,109	)		13.24
Outstanding—end of year		1,831,802			8.55
Vested and expected to vest options—end of year		1,785,734			8.56
Options exercisable—end of year		849,614		$	10.66

        The following table summarizes information about options during the last three fiscal years (dollars in thousands except per option):

	Fiscal 2010		Fiscal 2009		Fiscal 2008
Weighted average fair value at grant date per option	$	4.28	$	2.10	$	3.47
Intrinsic value of options exercised	$	609	$	43	$	8

        The aggregate intrinsic value of outstanding options, exercisable options and expected to vest options at January 29, 2011 was $10.9 million, $3.8 million and $6.9 million, respectively. At January 29,

69

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

2011, the weighted average remaining contractual term of outstanding options, exercisable options and expected to vest options was 4.5 years, 3.2 years and 5.5 years, respectively. At January 29, 2011, there was approximately $1.6 million of total unrecognized pre-tax compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.3 years.

        The following table summarizes information about non-vested stock awards (RSUs) since January 30, 2010:

	Number of RSUs			Weighted Average Fair Value
Nonvested at January 30, 2010		232,593		$	13.76
Granted		362,283			9.32
Forfeited		(11,962	)		12.78
Vested		(150,583	)		12.36
Nonvested at January 29, 2011		432,331		$	10.16

        The following table summarizes information about RSUs during the last three fiscal years:

(dollar amounts in thousands)	Fiscal 2010		Fiscal 2009		Fiscal 2008
Weighted average fair value at grant date per unit	$	9.32	$	9.18	$	11.25
Fair value at vesting date	$	1,861	$	1,455	$	5,441
Intrinsic value at conversion date	$	809	$	675	$	1,586
Tax benefits realized from conversions	$	301	$	251	$	589

        At January 29, 2011, there was approximately $2.7 million of total unrecognized pre-tax compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 1.9 years.

        The Company recognized approximately $1.4 million, $1.0 million, and $0.6 million of compensation expense related to stock options, and approximately $2.1 million, $1.6 million, and $2.1 million of compensation expense related to restricted stock units, included in selling, general and administrative expenses for fiscal 2010, 2009, and 2008, respectively. The related tax benefit recognized was approximately $1.3 million, $1.0 million and $1.0 million for fiscal 2010, 2009 and 2008, respectively.

        Expected volatility is based on historical volatilities for a time period similar to that of the expected term and the expected term of the options is based on actual experience. The risk-free rate is based on the U.S. treasury yield curve for issues with a remaining term equal to the expected term. The fair value of each option granted during fiscal 2010, 2009 and 2008 is estimated on the date of grant using the Black-Scholes option-pricing model and, in certain situations where the grant includes

70

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 14—EQUITY COMPENSATION PLANS (Continued)

both a market and a service condition, the Month Carlo simulation model is used. The following are the weighted-average assumptions:

	Year ended
	January 29, 2011			January 30, 2010			January 31, 2009
Dividend yield		1.35	%		2.3	%		2.93	%
Expected volatility		56	%		65	%		45	%
Risk-free interest rate range:
High		2.0	%		2.3	%		3.2	%
Low		0.9	%		1.6	%		2.7	%
Ranges of expected lives in years		4–5			4–5			3–4

        During fiscal 2010, the Company granted approximately 105,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and the Company achieves certain financial targets for fiscal year 2012. The number of underlying shares that may be issued upon vesting will range from 0% to 150%, depending upon the Company achieving a return on invested capital target for fiscal year 2012. The fair value of these awards was $10.34 at the date of the grant. The Company also granted approximately 52,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and will become exercisable if the Company achieves a total shareholder return target in fiscal 2012. The number of underlying shares that may become exercisable will range from 0% to 175% depending upon whether the market condition is achieved. The Company used a Monte Carlo simulation to estimate a $12.99 grant date fair value. The non-vested stock award table reflects the maximum vesting of underlying shares for performance and market based awards granted in 2010.

        During fiscal 2010, the Company granted approximately 52,000 restricted stock units to its non-employee directors of the board that vested immediately. In the first quarter of 2010, the Company granted approximately 61,000 restricted stock units related to officer's deferred bonus match under the Company's non-qualified deferred compensation plan, which vest over a three year period.

        The Company reflects in its consolidated statement of cash flows any tax benefits realized upon the exercise of stock options or issuance of RSUs in excess of that which is associated with the expense recognized for financial reporting purposes. The amounts reflected as financing cash inflows and operating cash outflows in the Consolidated Statement of Cash Flows for fiscal 2010, 2009 and 2008 are immaterial.

NOTE 15—INTEREST RATE SWAP AGREEMENT

        The Company entered into an interest rate swap for a notional amount of $145.0 million that is designated as a cash flow hedge on the first $145.0 million of the Company's Senior Secured Term Loan facility. The interest rate swap converts the variable LIBOR portion of the interest payments to a fixed rate of 5.036% and terminates in October 2013. As of January 29, 2011 and January 30, 2010, the fair value of the swap was a net $16.4 million payable recorded within other long-term liabilities on the balance sheet.

71

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 16—FAIR VALUE MEASUREMENTS

        The Company's fair value measurements consist of (a) non-financial assets and liabilities that are recognized or disclosed at fair value in the Company's financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities.

        Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

        The Company's long-term investments, interest rate swap agreements and contingent consideration are measured at fair value on a recurring basis. The information in the following paragraphs and tables primarily addresses matters relative to these assets and liabilities.

Cash equivalents:

        Cash equivalents, other than credit card receivables, include highly liquid investments with an original maturity of three months or less at acquisition. The Company carries these investments at fair value. As a result, the Company has determined that its cash equivalents in their entirety are classified as a Level 1 measure within the fair value hierarchy.

Collateral investments:

        Collateral investments include monies on deposit that are restricted. The Company carries these investments at fair value. As a result, the Company has determined that its collateral investments are classified as a Level 1 measure within the fair value hierarchy.

Derivative liability:

        The Company has one interest rate swap designated as a cash flow hedge on $145.0 million of the Company's Senior Secured Term Loan facility that expires in October 2013. The Company values this swap using observable market data to discount projected cash flows and for credit risk adjustments. The inputs used to value derivatives fall within Level 2 of the fair value hierarchy.

72

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 16—FAIR VALUE MEASUREMENTS (Continued)

Contingent consideration:

        The Company has recorded contingent consideration as a result of the acquisition of Florida Tire. The consideration may be paid to the seller on each six month anniversary of the closing date until the deferred purchase price is paid in full, subject to acceleration or cancellation clauses. The calculation of the contingent consideration is based on a weighted average probability scenario that includes management's assumptions on expected future cash flows. As a result, the Company has determined that contingent considerations are classified as a Level 3 measure within the fair value hierarchy.

        The following table provides information by level for assets and liabilities that are measured at fair value, on a recurring basis.

				Fair Value Measurements Using Inputs Considered as
		Fair Value at January 29, 2011
(dollar amounts in thousands) Description				Level 1		Level 2		Level 3
Assets:
	Cash and cash equivalents	$	90,240	$	90,240	$	—	$	—
	Collateral investments(1)		9,638		9,638		—		—
Liabilities:
Current liabilities
	Contingent consideration(2)		288		—		—		288
Other liabilities
	Derivative liability(3)		16,424		—		16,424
	Contingent consideration(3)		1,224		—		—		1,224

⁽¹⁾

included in other long-term assets

⁽²⁾

included in accrued liabilities

⁽³⁾

included in other long-term liabilities

				Fair Value Measurements Using Inputs Considered as
		Fair Value at January 30, 2010
Description				Level 1		Level 2		Level 3
Assets:
	Cash and cash equivalents	$	39,326	$	39,326	$	—	$	—
Liabilities:
Other long-term liabilities
	Derivative liability(1)		16,401		—		16,401		—
	Contingent consideration		1,660		—		—		1,660

⁽¹⁾

included in other long-term assets

73

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 16—FAIR VALUE MEASUREMENTS (Continued)

        The following represents the impact of fair value accounting for the Company's derivative liability on its consolidated financial statements:

(dollar amounts in thousands)	Amount of Loss in Other Comprehensive Income (Effective Portion)		Earnings Statement Classification	Amount of Loss Recognized in Earnings (Effective Portion)
Fiscal 2010	$	14	Interest expense	$	6,905
Fiscal 2009	$	373	Interest expense	$	5,796

Non-financial assets measured at fair value on a non-recurring basis:

        Certain assets are measured at fair value on a non-recurring basis, that is, the assets are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment. In response to a continuing weak real estate market, the Company reduced its prices for certain properties held for disposal and recorded impairment charges of $0.2 million, $3.1 million and $5.4 million in fiscal 2010, 2009 and 2008, respectively. The fair values were based on selling prices of comparable properties, net of expected disposal costs. These measures of fair value, and related inputs, are considered level 2 measures under the fair value hierarchy.

NOTE 17—LEGAL MATTERS

        In September 2006, the United States Environmental Protection Agency ("EPA") requested certain information from the Company as part of an investigation to determine whether the Company had violated the Clean Air Act and its non-road engine regulations. The information requested concerned certain generator and personal transportation merchandise offered for sale by the Company. In the fourth quarter of fiscal 2008, the United States Environmental Protection Agency ("EPA") informed the Company that it believed that the Company had violated the Clean Air Act by virtue of the fact that certain of this merchandise did not conform to their corresponding EPA Certificates of Conformity. During the third quarter of fiscal 2009, the Company and the EPA reached a settlement in principle of this matter requiring that the Company (i) pay a monetary penalty of $5.0 million, (ii) take certain corrective action with respect to certain inventory that had been restricted from sale during the course of the investigation, (iii) implement a formal compliance program and (iv) participate in certain non-monetary emission offset activities. The Company had previously accrued an amount equal to the agreed upon civil penalty and a $3.0 million contingency accrual with respect to the restricted inventory. During fiscal 2009, the Company reversed approximately $2.0 million of the inventory accrual as a portion of the subject inventory was released for sale by the EPA as remediation efforts had been completed. During the second quarter of fiscal 2010, the Company completed the remediation efforts and accordingly reversed approximately $1.0 million of the inventory accrual. Further, the Company reached an agreement with the merchandise vendor to cover the entire cost of retrofitting a portion of the remaining subject merchandise and to accept the balance of the subject inventory for return for full credit. During the second quarter of fiscal 2010, the formal settlement agreement between the Company and the EPA became effective and the Company paid the monetary penalty.

74

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 17—LEGAL MATTERS (Continued)

        The Company is also party to various other actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss could be material to the Company's financial position, any such loss could have a material adverse effect on the Company's results of operations in the period(s) during which the underlying matters are resolved.

NOTE 18—QUARTERLY FINANCIAL DATA (UNAUDITED)

											Earnings Per Share from Continuing Operations
															Earnings Per Share						Market Price Per Share
							Earnings from Continuing Operations
	Total Revenues		Gross Profit		Operating Profit														Cash Dividends Per Share
									Earnings		Basic		Diluted		Basic		Diluted				High		Low
Year Ended January 29, 2011
4th quarter	$	477,389	$	124,400	$	17,605	$	8,538	$	8,365	$	0.16	$	0.16	$	0.16	$	0.16	$	0.0300	$	15.96	$	11.37
3rd quarter		496,364		125,856		15,125		5,674		5,718		0.11		0.11		0.11		0.11		0.0300		12.00		8.82
2nd quarter		504,855		134,501		23,842		10,799		10,598		0.21		0.20		0.20		0.20		0.0300		13.26		7.86
1st quarter		510,033		137,595		26,008		12,160		11,950		0.23		0.23		0.23		0.23		0.0300		13.42		8.08
Year Ended January 30, 2010
4th quarter	$	452,896	$	110,047	$	6,760	$	2,835	$	2,268	$	0.05	$	0.06	$	0.04	$	0.04	$	0.0300	$	9.29	$	7.76
3rd quarter		472,643		118,269		10,056		2,357		2,124		0.05		0.04		0.04		0.04		0.0300		10.69		8.40
2nd quarter		488,911		128,190		18,692		7,858		7,735		0.15		0.15		0.15		0.15		0.0300		10.83		5.87
1st quarter		496,488		129,601		21,551		11,063		10,909		0.21		0.21		0.21		0.21		0.0300		8.52		2.76

The sum of individual share amounts may not equal due to rounding.

        In the fourth quarter of 2010, the Company recorded a $4.6 million reduction to its reserve for excess inventory and an income tax benefit of $1.0 million related to the reduction of a valuation allowance on certain state net operating loss carryforwards and credits.

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION

        The Company's Notes are fully and unconditionally and joint and severally guaranteed by certain of the Company's direct and indirectly wholly-owned subsidiaries—namely, The Pep Boys Manny Moe & Jack of California, The Pep Boys—Manny Moe & Jack of Delaware, Inc. (the "Pep Boys of Delaware"), Pep Boys—Manny Moe & Jack of Puerto Rico, Inc. and PBY Corporation (as of January 29, 2011), (collectively, the "Subsidiary Guarantors"). The Notes are not guaranteed by the Company's wholly owned subsidiary, Colchester Insurance Company.

        The following condensed consolidating information presents, in separate columns, the condensed consolidating balance sheets as of January 29, 2011 and January 30, 2010 and the related condensed consolidating statements of operations and condensed consolidating statements of cash flows for fiscal 2010, 2009 and 2008 for (i) the Company ("Pep Boys") on a parent only basis, with its investment in

75

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

subsidiaries recorded under the equity method, (ii) the Subsidiary Guarantors on a combined basis including the consolidation by PBY Corporation of its wholly owned subsidiary, The Pep Boys Manny Moe & Jack of California, (iii) the subsidiary of the Company that does not guarantee the Notes, and (iv) the Company on a consolidated basis.

        On January 29, 2011, The Pep Boys—Manny, Moe & Jack of Pennsylvania made a capital contribution of $264.0 million to Pep Boys of Delaware consisting of intercompany receivables due from the latter. This contribution resulted in an increase in the Pep Boys' investment in subsidiaries and the Subsidiary Guarantors' stockholders' equity. On January 30, 2011, the Company merged PBY Corporation into Pep Boys of Delaware and accordingly, The Pep Boys Manny Moe & Jack of California became the wholly owned subsidiary of Pep Boys of Delaware. Had this merger occurred

76

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

prior to the end of fiscal year 2010, it would not have affected the presentation of the following condensed consolidating information.

CONDENSED CONSOLIDATING BALANCE SHEET

(dollar amounts in thousands) As of January 29, 2011	Pep Boys		Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidation/ Elimination			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	52,214	$	28,477	$	9,549	$	—		$	90,240
Accounts receivable, net		8,976		10,564		—		—			19,540
Merchandise inventories		198,062		366,340		—		—			564,402
Prepaid expenses		11,839		17,649		16,202		(17,148	)		28,542
Other current assets		2,260		461		62,655		(5,039	)		60,337
Assets held for disposal		—		475		—		—			475
Total current assets		273,351		423,966		88,406		(22,187	)		763,536
Property and equipment—net		236,853		452,230		30,862		(18,964	)		700,981
Investment in subsidiaries		2,093,479		—		—		(2,093,479	)		—
Intercompany receivable		—		1,375,958		79,270		(1,455,228	)		—
Deferred income taxes		15,749		50,270		—		—			66,019
Other long-term assets		24,941		1,195		—		—			26,136
Total assets	$	2,644,373	$	2,303,619	$	198,538	$	(3,589,858	)	$	1,556,672
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	210,440	$	—	$	—	$	—		$	210,440
Trade payable program liability		56,287		—		—		—			56,287
Accrued expenses		23,341		62,168		167,667		(17,148	)		236,028
Deferred income taxes		23,024		38,350		—		(5,039	)		56,335
Current maturities of long-term debt		1,079		—		—		—			1,079
Total current liabilities		314,171		100,518		167,667		(22,187	)		560,169
Long-term debt less current maturities		295,122		—		—		—			295,122
Other long-term liability		35,870		34,176		—		—			70,046
Deferred gain from asset sales		65,522		106,317		—		(18,964	)		152,875
Intercompany liabilities		1,455,228		—		—		(1,455,228	)		—
Total stockholders' equity		478,460		2,062,608		30,871		(2,093,479	)		478,460
Total liabilities and stockholders' equity	$	2,644,373	$	2,303,619	$	198,538	$	(3,589,858	)	$	1,556,672

77

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

(dollar amounts in thousands) As of January 30, 2010	Pep Boys		Subsidiary Guarantors		Subsidiary Non-Guarantors		Consolidation/ Elimination			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	25,844	$	10,279	$	3,203	$	—		$	39,326
Accounts receivable, net		13,032		9,951		—		—			22,983
Merchandise inventories		195,314		363,804		—		—			559,118
Prepaid expenses		12,607		15,070		14,255		(17,148	)		24,784
Other current assets		1,101		2,667		67,038		(5,378	)		65,428
Assets held for disposal		1,045		3,393		—		—			4,438
Total current assets		248,943		405,164		84,496		(22,526	)		716,077
Property and equipment—net		232,115		462,128		31,544		(19,337	)		706,450
Investment in subsidiaries		1,755,426		—		—		(1,755,426	)		—
Intercompany receivable		—		1,058,132		83,953		(1,142,085	)		—
Deferred income taxes		11,200		46,971		—		—			58,171
Other long-term assets		17,566		822		—		—			18,388
Total assets	$	2,265,250	$	1,973,217	$	199,993	$	(2,939,374	)	$	1,499,086
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	202,974	$	—	$	—	$	—		$	202,974
Trade payable program liability		34,099		—		—		—			34,099
Accrued expenses		24,042		62,106		173,429		(17,161	)		242,416
Deferred income taxes		6,626		28,723		—		(5,365	)		29,984
Current maturities of long-term debt		1,079		—		—		—			1,079
Total current liabilities		268,820		90,829		173,429		(22,526	)		510,552
Long-term debt less current maturities		306,201		—		—		—			306,201
Other long-term liability		35,125		38,808		—		—			73,933
Deferred gain from asset sales		69,724		114,718		—		(19,337	)		165,105
Intercompany liabilities		1,142,085		—		—		(1,142,085	)		—
Total stockholders' equity		443,295		1,728,862		26,564		(1,755,426	)		443,295
Total liabilities and stockholders' equity	$	2,265,250	$	1,973,217	$	199,993	$	(2,939,374	)	$	1,499,086

78

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(dollar amounts in thousands) Year ended January 29, 2011	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation/ Elimination			Consolidated
Merchandise sales	$	550,017		$	1,048,151		$	—		$	—		$	1,598,168
Service revenue		140,716			249,757			—			—			390,473
Other revenue		—			—			22,944			(22,944	)		—
Total revenues		690,733			1,297,908			22,944			(22,944	)		1,988,641
Costs of merchandise sales		387,425			724,586			—			(1,631	)		1,110,380
Costs of service revenue		124,675			231,387			—			(153	)		355,909
Costs of other revenue		—			—			16,709			(16,709	)		—
Total costs of revenues		512,100			955,973			16,709			(18,493	)		1,466,289
Gross profit from merchandise sales		162,592			323,565			—			1,631			487,788
Gross profit from service revenue		16,041			18,370			—			153			34,564
Gross profit from other revenue		—			—			6,235			(6,235	)		—
Total gross profit		178,633			341,935			6,235			(4,451	)		522,352
Selling, general and administrative expenses		158,699			290,111			346			(6,917	)		442,239
Net gain from dispositions of assets		1,873			594			—			—			2,467
Operating profit		21,807			52,418			5,889			2,466			82,580
Non-operating (expenses) income		(16,271	)		81,965			2,468			(65,553	)		2,609
Interest expenses (income)		65,422			26,497			(2,087	)		(63,087	)		26,745
(Loss) earnings from continuing operations before income taxes		(59,886	)		107,886			10,444			—			58,444
Income tax (benefit) expenses		(20,064	)		37,666			3,671			—			21,273
Equity in earnings of subsidiaries		76,519			—			—			(76,519	)		—
Earnings (loss) from continuing operations		36,697			70,220			6,773			(76,519	)		37,171
Loss from discontinued operations, net of tax		(66	)		(474	)		—			—			(540	)
Net earnings (loss)	$	36,631		$	69,746		$	6,773		$	(76,519	)	$	36,631

79

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(dollar amounts in thousands) Year ended January 30, 2010	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation/ Elimination			Consolidated
Merchandise sales	$	521,428		$	1,012,191		$	—		$	—		$	1,533,619
Service revenue		133,240			244,079			—			—			377,319
Other revenue		—			—			22,904			(22,904	)		—
Total revenues		654,668			1,256,270			22,904			(22,904	)		1,910,938
Costs of merchandise sales		363,320			723,116			—			(1,632	)		1,084,804
Costs of service revenue		115,123			225,057			—			(153	)		340,027
Costs of other revenue		—			—			19,821			(19,821	)		—
Total costs of revenues		478,443			948,173			19,821			(21,606	)		1,424,831
Gross profit from merchandise sales		158,108			289,075			—			1,632			448,815
Gross profit from service revenue		18,117			19,022			—			153			37,292
Gross profit from other revenue		—			—			3,083			(3,083	)		—
Total gross profit		176,225			308,097			3,083			(1,298	)		486,107
Selling, general and administrative expenses		151,008			282,700			318			(3,765	)		430,261
Net gain from dispositions of assets		886			327			—			—			1,213
Operating profit		26,103			25,724			2,765			2,467			57,059
Non-operating (expenses) income		(15,516	)		86,810			2,473			(71,506	)		2,261
Interest expenses (income)		63,477			29,353			(2,087	)		(69,039	)		21,704
(Loss) earnings from continuing operations before income taxes		(52,890	)		83,181			7,325			—			37,616
Income tax (benefit) expenses		(17,638	)		28,559			2,582			—			13,503
Equity in earnings of subsidiaries		58,325			—			—			(58,325	)		—
Earnings (loss) from continuing operations		23,073			54,622			4,743			(58,325	)		24,113
Loss from discontinued operations, net of tax		(37	)		(1,040	)		—			—			(1,077	)
Net earnings (loss)	$	23,036		$	53,582		$	4,743		$	(58,325	)	$	23,036

80

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

(dollar amounts in thousands) Year ended January 31, 2009	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation/ Elimination			Consolidated
Merchandise sales	$	531,068		$	1,038,596		$	—		$	—		$	1,569,664
Service revenue		124,206			233,918			—			—			358,124
Other revenue		—			—			22,939			(22,939	)		—
Total revenues		655,274			1,272,514			22,939			(22,939	)		1,927,788
Costs of merchandise sales		391,186			739,608			—			(1,632	)		1,129,162
Costs of service revenue		110,515			222,831			—			(152	)		333,194
Costs of other revenue		—			—			19,621			(19,621	)		—
Total costs of revenues		501,701			962,439			19,621			(21,405	)		1,462,356
Gross profit from merchandise sales		139,882			298,988			—			1,632			440,502
Gross profit from service revenue		13,691			11,087			—			152			24,930
Gross profit from other revenue		—			—			3,318			(3,318	)		—
Total gross profit		153,573			310,075			3,318			(1,534	)		465,432
Selling, general and administrative expenses		178,650			310,098			296			(4,000	)		485,044
Net gain from dispositions of assets		3,392			6,324			—			—			9,716
Operating (loss) profit		(21,685	)		6,301			3,022			2,466			(9,896	)
Non-operating (expense) income		(15,383	)		111,434			2,543			(96,627	)		1,967
Interest expense (income)		90,313			34,281			(3,385	)		(94,161	)		27,048
(Loss) earnings from continuing operations before income taxes		(127,381	)		83,454			8,950			—			(34,977	)
Income tax (benefit) expense		(41,417	)		32,192			3,086			—			(6,139	)
Equity in earnings of subsidiaries		55,683			—			—			(55,683	)		—
(Loss) earnings from continuing operations		(30,281	)		51,262			5,864			(55,683	)		(28,838	)
Loss from discontinued operations, net of tax		(148	)		(1,443	)		—			—			(1,591	)
Net (loss) earnings	$	(30,429	)	$	49,819		$	5,864		$	(55,683	)	$	(30,429	)

81

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollar amounts in thousands) January 29, 2011	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation Elimination			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	36,631		$	69,746		$	6,773		$	(76,519	)	$	36,631
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) continuing operations:
Net loss from discontinued operations		66			474			—			—			540
Depreciation and amortization		28,143			45,699			682			(373	)		74,151
Amortization of deferred gain from asset sales		(4,202	)		(8,773	)		—			373			(12,602	)
Stock compensation expense		3,497			—			—			—			3,497
Equity in earnings of subsidiaries		(76,519	)		—			—			76,519			—
Loss on debt retirement		200			—			—			—			200
Deferred income taxes		11,918			6,328			326			—			18,572
Gain from disposition of assets		(1,873	)		(594	)		—			—			(2,467	)
Loss from asset impairments		970			—			—			—			970
Dividends received from subsidiary		2,466			—			—			(2,466	)		—
Other		(272	)		(207	)		—			—			(479	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, prepaid expenses and other		6,322			(1,359	)		2,110			(13	)		7,060
Increase in merchandise inventories		(2,748	)		(2,536	)		—			—			(5,284	)
Increase in accounts payable		7,466			—			—			—			7,466
(Decrease) in accrued expenses		(2,210	)		(435	)		(5,762	)		13			(8,394	)
Increase (decrease) in other long-term liabilities		1,694			(2,894	)		—			—			(1,200	)
Net cash provided by (used in) continuing operations		11,549			105,449			4,129			(2,466	)		118,661
Net cash used in discontinued operations		(64	)		(1,402	)		—			—			(1,466	)
Net cash provided by (used in) operating activities		11,485			104,047			4,129			(2,466	)		117,195
Cash flows from investing activities:
Cash paid for property and equipment		(33,182	)		(37,070	)		—			—			(70,252	)
Proceeds from disposition of assets		2,957			4,558			—			—			7,515
Acquisition of Florida Tire, Inc.		(288	)		—			—			—			(288	)
Collateral investments		(9,638	)		—			—			—			(9,638	)
Net cash used in continuing operations		(40,151	)		(32,512	)		—			—			(72,663	)
Net cash provided by discontinued operations		—			569			—			—			569
Net cash used in investing activities		(40,151	)		(31,943	)		—			—			(72,094	)
Cash flows from financing activities:
Borrowings under line of credit agreements		7,606			14,189			—			—			21,795
Payments under line of credit agreements		(7,606	)		(14,189	)		—			—			(21,795	)
Borrowings on trade payable program liability		347,068			—			—			—			347,068
Payments on trade payable program liability		(324,880	)		—			—			—			(324,880	)
Long-term debt and capital lease obligation payments		(11,279	)		—			—			—			(11,279	)
Intercompany borrowings (payments)		49,223			(53,906	)		4,683			—			—
Dividends paid		(6,323	)		—			(2,466	)		2,466			(6,323	)
Other		1,227			—			—			—			1,227
Net cash provided by (used in) financing activities		55,036			(53,906	)		2,217			2,466			5,813
Net increase in cash		26,370			18,198			6,346			—			50,914
Cash and cash equivalents at beginning of year		25,844			10,279			3,203			—			39,326
Cash and cash equivalents at end of year	$	52,214		$	28,477		$	9,549		$	—		$	90,240

82

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollar amounts in thousands) January 30, 2010	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation Elimination			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	23,036		$	53,582		$	4,743		$	(58,325	)	$	23,036
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by continuing operations:
Net loss from discontinued operations		37			1,040			—			—			1,077
Depreciation and amortization		25,405			44,815			682			(373	)		70,529
Amortization of deferred gain from asset sales		(4,078	)		(8,620	)		—			373			(12,325	)
Stock compensation expense		2,575			—			—			—			2,575
Equity in earnings of subsidiaries		(58,325	)		—			—			58,325			—
Gain on debt retirement		(6,248	)		—			—			—			(6,248	)
Deferred income taxes		2,919			10,147			380			—			13,446
Gain from disposition of assets		(886	)		(327	)		—			—			(1,213	)
Loss from asset impairments		785			2,099			—			—			2,884
Dividends received from subsidiary		2,467			—			—			(2,467	)		—
Other		204			141			—			—			345
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, prepaid expenses and other		8,232			520			(957	)		(620	)		7,175
Decrease in merchandise inventories		5,216			1,823			—			—			7,039
Decrease in accounts payable		(9,640	)		—			—			—			(9,640	)
Decrease in accrued expenses		(5,303	)		(5,999	)		(2,556	)		620			(13,238	)
(Decrease) increase in other long-term liabilities		(790	)		3,174			—			—			2,384
Net cash (used in) provided by continuing operations		(14,394	)		102,395			2,292			(2,467	)		87,826
Net cash used in discontinued operations		(37	)		(566	)		—			—			(603	)
Net cash (used in) provided by operating activities		(14,431	)		101,829			2,292			(2,467	)		87,223
Cash flows from investing activities:
Cash paid for property and equipment		(18,132	)		(25,082	)		—			—			(43,214	)
Proceeds from disposition of assets		4,845			9,931			—			—			14,776
Acquisition of Florida Tire, Inc.		(2,695	)		—			—			—			(2,695	)
Other		(500	)		—			—			—			(500	)
Net cash used in continuing operations		(16,482	)		(15,151	)		—			—			(31,633	)
Net cash provided by discontinued operations		—			1,762			—			—			1,762
Net cash used in investing activities		(16,482	)		(13,389	)		—			—			(29,871	)
Cash flows from financing activities:
Borrowings under line of credit agreements		88,237			161,467			—			—			249,704
Payments under line of credit agreements		(96,669	)		(176,897	)		—			—			(273,566	)
Borrowings on trade payable program liability		192,324			—			—			—			192,324
Payments on trade payable program liability		(190,155	)		—			—			—			(190,155	)
Long-term debt and capital lease obligation payments		(11,930	)		(60	)		—			—			(11,990	)
Intercompany borrowings (payments)		67,872			(69,064	)		1,192			—			—
Dividends paid		(6,286	)		—			(2,467	)		2,467			(6,286	)
Other		611			—			—			—			611
Net cash provided by (used in) financing activities		44,004			(84,554	)		(1,275	)		2,467			(39,358	)
Net increase in cash		13,091			3,886			1,017			—			17,994
Cash and cash equivalents at beginning of year		12,753			6,393			2,186			—			21,332
Cash and cash equivalents at end of year	$	25,844		$	10,279		$	3,203		$	—		$	39,326

83

THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years ended January 29, 2011, January 30, 2010 and January 31, 2009

NOTE 19—SUPPLEMENTAL GUARANTOR INFORMATION (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

(dollar amounts in thousands) January 31, 2009	Pep Boys			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidation Elimination			Consolidated
Cash flows from operating activities:
Net (loss) earnings	$	(30,429	)	$	49,819		$	5,864		$	(55,683	)	$	(30,429	)
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by continuing operations:
Net loss from discontinued operations		148			1,443			—			—			1,591
Depreciation and amortization		25,442			47,427			682			(344	)		73,207
Amortization of deferred gain from asset sale		(3,468	)		(7,161	)		—			344			(10,285	)
Stock compensation expense		2,743			—			—			—			2,743
Equity in earnings of subsidiaries		(55,683	)		—			—			55,683			—
Gain on debt retirement		(3,460	)		—			—			—			(3,460	)
Deferred income taxes		10,733			(17,190	)		199			—			(6,258	)
Gain from disposition of assets		(3,394	)		(6,322	)		—			—			(9,716	)
Loss from asset impairments		531			2,896			—			—			3,427
Other		365			172			—			—			537
Dividends received from subsidiary		2,464			—			—			(2,464	)		—
Changes in operating assets and liabilities:
Decrease in accounts receivable, prepaid expenses and other		17,926			2,211			5,079			(1,312	)		23,904
Increase in merchandise inventories		(328	)		(3,451	)		—			—			(3,779	)
Decrease in accounts payable		(33,083	)		—			—			—			(33,083	)
(Decrease) increase in accrued expenses		(28,591	)		211			(7,925	)		1,312			(34,993	)
Decrease in other long-term liabilities		(10,154	)		(1,838	)		—			—			(11,992	)
Net cash (used in) provided by continuing operations		(108,238	)		68,217			3,899			(2,464	)		(38,586	)
Net cash used in discontinued operations		(82	)		(839	)		—			—			(921	)
Net cash (used in) provided by operating activities		(108,320	)		67,378			3,899			(2,464	)		(39,507	)
Cash flows from investing activities:
Cash paid for property and equipment		(44,727	)		(107,156	)		—			—			(151,883	)
Proceeds from disposition of assets		64,876			145,759			—			—			210,635
Life insurance proceeds received		15,588			—			—			—			15,588
Net cash provided by continuing operations		35,737			38,603			—			—			74,340
Net cash provided by discontinued operations		3,047			1,339			—			—			4,386
Net cash provided by investing activities		38,784			39,942			—			—			78,726
Cash flows from financing activities:
Borrowings under line of credit agreements		87,659			117,503			—			—			205,162
Payments under line of credit agreements		(95,428	)		(127,917	)		—			—			(223,345	)
Borrowings on trade payable program liability		196,680			—			—			—			196,680
Payments on trade payable program liability		(179,004	)		—			—			—			(179,004	)
Payments for finance issuance costs		(6,847	)		(89	)		—			—			(6,936	)
Proceeds from lease financing		4,676			3,985			—			—			8,661
Long-term debt and capital lease obligation payments		(26,459	)		(339	)		—			—			(26,798	)
Intercompany borrowings (payments)		102,037			(100,725	)		(1,312	)		—			—
Dividends paid		(14,111	)		—			(2,464	)		2,464			(14,111	)
Other		878			—			—			—			878
Net cash provided by (used in) financing activities		70,081			(107,582	)		(3,776	)		2,464			(38,813	)
Net increase (decrease) in cash		545			(262	)		123			—			406
Cash and cash equivalents at beginning of year		12,208			6,655			2,063			—			20,926
Cash and cash equivalents at end of year	$	12,753		$	6,393		$	2,186		$	—		$	21,332

84

ITEM 9    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures    Our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) are designed to provide reasonable assurance that the information required to be disclosed is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company's chief executive officer and chief financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in providing reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

        There were no changes to the Company's internal control over financial reporting that occurred during the quarter ended January 29, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Management of The Pep Boys—Manny, Moe and Jack (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of the Company's principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

        The Company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

85

        Management assessed the effectiveness of the Company's internal control over financial reporting as of January 29, 2011 based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company's internal control over financial reporting as of January 29, 2011 was effective.

        Deloitte & Touche LLP, the Company's independent registered public accounting firm, has issued an attestation report, which is included on page 67 herein, on the Company's internal control over financial reporting as of January 29, 2011.

86

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Pep Boys—Manny, Moe & Jack
Philadelphia, Pennsylvania

        We have audited the internal control over financial reporting of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") as of January 29, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the fiscal year ended January 29, 2011 of the Company and our report dated April 11, 2011 expressed an unqualified opinion on those financial statements and financial statement schedule.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 11, 2011

87

ITEM 9B    OTHER INFORMATION

        None.

PART III

ITEM 10    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

        The material contained in the Company's definitive proxy statement, which will be filed pursuant to Regulation 14A not later than 120 days after the end of the Company's 2010 fiscal year (the "Proxy Statement"), under the captions "—Nominees for Election", "—Corporate Governance" and "SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" is hereby incorporated herein by reference.

        The information regarding executive officers called for by Item 401 of Regulation S-K is included in Part I of this Form 10-K, in accordance with General Instruction G (3).

        The Company has adopted a Code of Ethics applicable to all of its associates including its executive officers. The Code of Ethics, together with any amendments thereto or waivers thereof, are posted on the Company's website www.pepboys.com under the "Investor Relations—Corporate Governance" section.

        In addition, the Board of Directors Code of Conduct and the charters of our audit, human resources and nominating and governance committees may also be found under the "Investor Relations—Corporate Governance" section of our website. As required by the New York Stock Exchange ("NYSE"), promptly following our 2010 Annual Meeting, our Chief Executive Officer certified to the NYSE that he was not aware of any violation by Pep Boys of NYSE corporate governance listing standards. Copies of our corporate governance materials are available free of charge from our investor relations department. Please call 215-430-9459 or write Pep Boys, Investor Relations, 3111 West Allegheny Avenue, Philadelphia, PA 19132.

ITEM 11    EXECUTIVE COMPENSATION

        The material contained in the Proxy Statement under the captions "—How are Directors Compensated?", "—Director Compensation Table" and "EXECUTIVE COMPENSATION" other than the material under "—Compensation Committee Report" is hereby incorporated herein by reference.

        The information regarding equity compensation plans called for by Item 201(d) of Regulation S-K is included in Item 5 of this Form 10-K.

ITEM 12    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The material contained in the Proxy Statement under the caption "SHARE OWNERSHIP" is hereby incorporated herein by reference.

ITEM 13    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

        The material contained in the Proxy Statement under the caption "—Certain Relationships and Related Transactions" and "—Corporate Governance" is hereby incorporated herein by reference.

ITEM 14    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        The material contained in the Proxy Statement under the caption "—Registered Public Accounting Firm's Fees" is hereby incorporated herein by reference.

88

PART IV

ITEM 15    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this report:

			Page
1.	The following consolidated financial statements of The Pep Boys—Manny, Moe & Jack are included in Item 8
		Report of Independent Registered Public Accounting Firm	38
		Consolidated Balance Sheets—January 29, 2011 and January 30, 2010	39
		Consolidated Statements of Operations—Years ended January 29, 2011, January 30, 2010 and January 31, 2009	40
		Consolidated Statements of Stockholders' Equity—Years ended January 29, 2011, January 30, 2010 and January 31, 2009	41
		Consolidated Statements of Cash Flows—Years ended January 29, 2011, January 30, 2010 and January 31, 2009	42
		Notes to Consolidated Financial Statements	43
2.	The following consolidated financial statement schedule of The Pep Boys—Manny, Moe & Jack is included
		Schedule II Valuation and Qualifying Accounts and Reserves	94
		All other schedules have been omitted because they are not applicable or not required or the required information is included in the consolidated financial statements or notes thereto.

3.    Exhibits
(3.1)	Amended and Restated Articles of Incorporation	Incorporated by reference from the Company's 10-K dated February 14, 2009.
(3.2)	By-Laws amended and restated	Incorporated by reference from the Company's 8-K dated February 17, 2010.
(4.1)	Indenture, dated December 14, 2004, between the Company and Wachovia Bank, National Association, as trustee, including form of security.	Incorporated by reference from the Company's Form 8-K dated December 15, 2004.
(4.2)	Supplemental Indenture, dated December 14, 2004, between the Company and Wachovia Bank, National Association, as trustee.	Incorporated by reference from the Company's Form 8-K dated December 15, 2004.
(4.3)	Dividend Reinvestment and Stock Purchase Plan dated January 4, 1990	Incorporated by reference from the Registration Statement on Form S-3 (File No. 33-32857).
(10.1)*	Medical Reimbursement Plan of the Company	Incorporated by reference from the Company's Form 10-K for the fiscal year ended January 31, 1982.
(10.2)*	Form of Change of Control between the Company and certain officers of the Company.	Filed herewith

89

(10.3)*	Form of Non-Competition Agreement between the Company and certain officers of the Company.	Filed herewith
(10.4)*	The Pep Boys—Manny, Moe & Jack 1990 Stock Incentive Plan—Amended and Restated as of March 26, 2001.	Incorporated by reference from the Company's Form 10-K for the year ended February 1, 2003.
(10.5)*	The Pep Boys—Manny, Moe & Jack 2009 Stock Incentive Plan.	Incorporated by reference from the Company's 8-K dated June 24, 2009.
(10.6)*	The Pep Boys—Manny, Moe & Jack Pension Plan—Amended and Restated as of January 1, 2010.	Filed herewith
(10.7)*	Long-Term Disability Salary Continuation Plan amended and restated as of March 26, 2002.	Incorporated by reference from the Company's Form 10-K for the fiscal year ended February 1, 2003.
(10.8)*	Amendment and restatement as of January 1, 2010 of The Pep Boys Savings Plan.	Filed herewith
(10.9)*	Amendment and restatement as of September 3, 2002 of The Pep Boys Savings Plan—Puerto Rico.	Incorporated by reference from the Company's Form 10-Q for the quarter ended November 2, 2002.
(10.10)*	The Pep Boys Deferred Compensation Plan, as amended and restated	Incorporated by reference from the Company's Form 8-K dated December 23, 2008.
(10.11)*	The Pep Boys Annual Incentive Bonus Plan (amended and restated as of January 31, 2009)	Incorporated by reference from the Company's Form 10-K for the fiscal year ended January 31, 2009.
(10.12)*	Account Plan	Filed herewith
(10.13)*	Flexible Employee Benefits Trust	Incorporated by reference from the Company's Form 8-K filed May 6, 1994.
(10.14)*	The Pep Boys Grantor Trust Agreement	Incorporated by reference from the Company's Form 10-K for the fiscal year ended February 3, 2007.
(10.15)	Credit Agreement, dated January 16, 2009, by and among the Company, as Lead Borrower, Bank of America, N.A., as Administrative Agent and the other parties thereto.	Filed herewith
(10.16)	Amended and Restated Credit Agreement, dated October 27, 2006, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto.	Filed herewith

90

(10.17)	First Amendment dated February 15, 2007 to Amended and Restated Credit Agreement, dated October 27, 2006, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto.	Filed herewith
(10.18)	Second Amendment dated April 5, 2011 to Amended and Restated Credit Agreement, dated October 27, 2006, among the Company, Wachovia Bank, National Association, as Administrative Agent, and the other parties thereto.	Filed herewith
(12.00)	Computation of Ratio of Earnings to Fixed Charges	Filed herewith
(21)	Subsidiaries of the Company	Filed herewith
(23)	Consent of Independent Registered Public Accounting Firm	Filed herewith
(31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
(31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
(32.1)	Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
(32.2)	Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

*

Management contract or compensatory plan or arrangement.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 11, 2011	THE PEP BOYS—MANNY, MOE & JACK (REGISTRANT)
	By:	/s/ RAYMOND L. ARTHUR
		Raymond L. Arthur Executive Vice President and Chief Financial Officer (Principal Financial Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ MICHAEL R. ODELL Michael R. Odell	President and Chief Executive Officer; Director (Principal Executive Officer)	April 11, 2011
/s/ RAYMOND L. ARTHUR Raymond L. Arthur	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 11, 2011
/s/ SANJAY SOOD Sanjay Sood	Vice President and Corporate Controller (Chief Accounting Officer)	April 11, 2011
/s/ MAX LUKENS Max Lukens	Chairman of the Board	April 11, 2011
/s/ M. SHÂN ATKINS M. Shân Atkins	Director	April 11, 2011
/s/ ROBERT H. HOTZ Robert H. Hotz	Director	April 11, 2011
/s/ JAMES MITAROTONDA James Mitarotonda	Director	April 11, 2011

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Signature	Capacity	Date
/s/ DR. IRVIN D. REID Dr. Irvin D. Reid	Director	April 11, 2011
/s/ JANE SCACCETTI Jane Scaccetti	Director	April 11, 2011
/s/ JOHN T. SWEETWOOD John T. Sweetwood	Director	April 11, 2011
/s/ NICK WHITE Nick White	Director	April 11, 2011
/s/ JAMES A. WILLIAMS James A. Williams	Director	April 11, 2011

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FINANCIAL STATEMENT SCHEDULES FURNISHED PURSUANT TO
THE REQUIREMENTS OF FORM 10-K
THE PEP BOYS—MANNY, MOE & JACK AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(dollar amounts in thousands)

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts		Deductions(1)		Balance at End of Period
	(in thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended January 29, 2011	$	1,488	$	2,595	$	—	$	2,532	$	1,551
Year ended January 30, 2010	$	1,912	$	1,705	$	—	$	2,129	$	1,488
Year ended January 31, 2009	$	1,937	$	4,679	$	—	$	4,704	$	1,912

⁽¹⁾

Uncollectible accounts written off.

Column A	Column B		Column C				Column D		Column E
Description	Balance at Beginning of Period		Additions Charged to Costs and Expenses		Additions Charged to Other Accounts(2)		Deductions(2)		Balance at End of Period
	(in thousands)
SALES RETURNS AND ALLOWANCES:
Year ended January 29, 2011	$	1,031	$	—	$	60,740	$	60,715	$	1,056
Year ended January 30, 2010	$	1,144	$	—	$	60,603	$	60,716	$	1,031
Year ended January 31, 2009	$	1,232	$	—	$	57,899	$	57,987	$	1,144

⁽²⁾

Sales return and allowance activity is recorded through a reduction of merchandise sales and costs of merchandise sales.

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EX-10.2

Exhibit 10.2

CHANGE OF CONTROL AGREEMENT

This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made by and between THE PEP BOYS — MANNY, MOE & JACK, a Pennsylvania corporation (the “Company”), and                                          (the “Executive”), dated as of                                                   .

WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of                                              (the “Original Agreement”), which sets forth certain of the terms and conditions of the Executive’s employment with the Company in the event of any “Change of Control,” and certain compensation that will be paid to the Executive if the Executive’s employment is terminated in connection with a Change of Control;

WHEREAS, the Company and Executive desire to amend the Original Agreement so that it complies with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder, as well as to make certain other changes; and

IT IS, THEREFORE, AGREED:

1.Operation of Agreement.

(a)The “Effective Date” shall be the date during the “Change of Control Period” (as defined in Section 1(b) hereof) on which a Change of Control occurs.  Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated within twelve (12) months prior to the date on which a Change of Control occurs, and the Executive can reasonably demonstrate that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

(b)The “Change of Control Period” is the period commencing on the date hereof and ending on the second anniversary of such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change of Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the Company shall give notice that the Change of Control Period shall not be so extended.

2.Change of Control.  For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place if:

(a)individuals who, on the date hereof, constitute the Board of Directors (the “Board”) of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b)any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”); provided, however, that the event described in this Section 2(b) shall not

2

be deemed to be a Change of Control by virtue of any of the following acquisitions: (i) by the Company or any subsidiary of the Company in which the Company owns more than 50% of the combined voting power of such entity (a “Subsidiary”), (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) by any underwriter temporarily holding the Company’s Voting Securities pursuant to an offering of such Voting Securities, (iv) pursuant to a Non-Qualifying Transaction (as defined in Section 2(c) hereof), or (v) pursuant to any acquisition by Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive);

(c)the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:  (i) more than 50% of the total voting power of (A) the Company resulting from such Business Combination (the “Surviving Company”), or (B) if applicable, the ultimate parent Company that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Company (the “Parent Company”), is represented by the Company’s Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Company’s Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Company’s Voting Securities among the holders thereof immediately prior to the Business Combination, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company (or, if there is no Parent Company, the Surviving Company) and (iii) at least a majority of the members of the board of directors of the Parent Company (or, if there is no Parent Company, the

3

Surviving Company) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”);

(d)a sale of all or substantially all of the Company’s assets;

(e)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

(f)such other events as the Board may designate.

Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company’s Voting Securities as a result of the acquisition of the Company’s Voting Securities by the Company which reduces the number of the Company’s Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person by more than one percent (1%) of the Company’s outstanding Voting Securities, a Change of Control of the Company shall then occur.

3.Employment Period.  The Company hereby agrees to continue the Executive in its employ, for the period commencing on the Effective Date and ending on the date                  after such date (the “Employment Period”).

4.Position and Duties.

(a)As of the date hereof, the Executive is employed as                                                and as such the Executive is responsible for the oversight and management of the Company’s legal affairs and corporate governance initiatives reporting directly to the Chief Executive Officer.  During the Employment Period, (i) the Executive’s position (including status, offices, titles and reporting requirements),

4

authority, duties and responsibilities shall be at least comparable in all material respects with the most significant of those held, exercised and assigned at any time during the ninety (90) day period immediately preceding the Effective Date and (ii) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or at an office or location less than twenty (20) miles from such location.

(b)Excluding periods of vacation, sick leave and disability to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.  The Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities.  It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

5.Compensation.

(a)Base Salary.  During the Employment Period, as consideration for services rendered, the Company shall pay to the Executive a base salary at an annual rate at least equal to the annual rate of base salary paid to the Executive by the Company, and any affiliated companies, during the ninety-day period immediately preceding the month in which the Effective Date occurs (“Base Salary”) payable over the calendar year at the regular pay periods of the Company.  During the Employment Period, Base Salary shall be reviewed by the Board (or the Compensation Committee thereof) at least annually and shall be increased, but not decreased, at any

5

time and from time to time as shall be consistent with increases in Base Salary awarded by the Company in the ordinary course of business to other key executives.  Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Executive’s Base Salary shall not be reduced after any such increase.  As used in this Agreement, the term “affiliated companies” includes any company controlling, controlled by or under common control with the Company.

(b)Bonus Plan.  During the Employment Period, the Executive shall receive an annual bonus (a “Bonus”) at least equal to the greater of (i) the average annual dollar bonus amount that was earned by the Executive under the Company’s Annual Incentive Bonus Plan, as amended and restated as of December 9, 2003 (or any predecessor or successor plan, policy or arrangement thereto) (the “Bonus Plan”) for the three completed fiscal years of the Company (each a “Fiscal Year”) immediately prior to the Effective Date, or (ii) Executive’s Target (as defined in the Bonus Plan) bonus amount under the Bonus Plan for the Fiscal Year which includes the Effective Date or, if no target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year (in either case, based on Executive’s target percentage of Base Salary established pursuant to the Bonus Plan).   The Bonus shall be paid to the Executive as soon as practicable after the Fiscal Year for which the Bonus applies, but not later than April 30 following the end of such Fiscal Year.

(c)Employee Benefit Plans.  In addition to the Base Salary and Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all incentive programs, savings, pension and retirement plans and programs applicable to other key executives, and to receive use of an automobile of comparable value to automobiles provided to other key executives (or to receive the same automobile allowance as is provided to other key executives).  In no event shall such plans and programs, in the aggregate, provide the Executive with compensation, benefits and reward opportunities less favorable than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans and programs as in effect at any time during the ninety-day period

6

immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives.

(d)Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under each welfare benefit plan of the Company, including, without limitation, all medical, supplemental medical, prescription, dental, disability, salary continuance, life, accidental death and travel accident insurance plan and programs of the Company and its affiliated companies, in each case not less favorable than those in effect at any time during the ninety-day period immediately preceding the Effective Date which would be most favorable to the Executive or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

(e)Expenses.  During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in the performance of his duties hereunder, which reimbursement shall be paid to the Executive over a period that is no longer than that required under the Company’s reimbursement policy as in effect at any time during the ninety-day period immediately preceding the Effective Date which would be most favorable to the Executive or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

(f)Office and Support Staff.  During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to those provided to the Executive at any time during the ninety-day period immediately preceding the Effective Date, or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives.

(g)Vacation.  During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable policies of the Company as in effect at any time during the ninety-day period immediately preceding

7

the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives.

6.Termination.  This Agreement shall terminate under the following circumstances:

(a)Expiration of the Employment Period.  This Agreement shall terminate automatically upon the expiration of the Employment Period.

(b)Death or Disability.  This Agreement shall terminate automatically upon the Executive’s death.  The Company may terminate this Agreement, after having established the Executive’s Disability (pursuant to the definition of “Disability” set forth below), by giving to the Executive written notice of its intention to terminate the Executive’s employment.  In such a case, the Executive’s employment with the Company shall terminate effective on the 180th day after receipt of such notice (the “Disability Effective Date”), provided that, within 180 days after such receipt, the Executive shall not have returned to full performance of the Executive’s duties.  For purposes of this Agreement, “Disability” means personal injury, illness or other cause which, after the expiration of not less than 180 days after its commencement, renders the Executive unable to perform his duties with substantially the same level of quality as immediately prior to such incident and such disability is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(c)With or Without Cause.  The Company may terminate the Executive’s employment with or without “Cause.”  For purposes of this Agreement, “Cause” means (i) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such failure subsequent to Executive being delivered a Notice of Termination without Cause by the Company or delivering a Notice of Termination for Good Reason to the Company) after a written demand for substantial performance is delivered to Executive by the Board which specifically

8

identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and the Executive has failed to cure such failure to the reasonable satisfaction of the Board; (ii) the willful engaging by Executive in gross negligence or willful misconduct which is demonstrably and materially injurious to the Company or its affiliates; or (iii) Executive’s conviction of or pleading guilty or no contest to a felony.  For purpose of this Section 6(c), no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company or its affiliates.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer or another senior officer of the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.  Cause shall not exist unless and until the Company has delivered to Executive, along with the Notice of Termination for Cause, a copy of a resolution duly adopted by three-quarters (3/4) of all members of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) - (iii) above has occurred and specifying the particulars thereof in detail.  The Board must notify Executive of any event constituting Cause within ninety (90) days following the Board’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

(d)With or Without Good Reason.  The Executive’s employment may be terminated by the Executive with or without Good Reason.  For purposes of this Agreement, “Good Reason” means:

(i)A material diminution in the Executive’s authority, duties or responsibilities as compared with the Executive’s authority, duties or responsibilities with the Company immediately prior to the Effective Date; provided, however, that Good Reason shall not be deemed to occur upon a change in authority, duties or

9

responsibilities that is solely and directly a result of the Company no longer being a publicly traded entity and does not involve any other event set forth in this Section 6(d);

(ii)A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report immediately prior to the Effective Date;

(iii)A material change in the geographic location at which the Executive must perform services for the Company, which for this purposes shall mean the Company requiring the Executive to be based at any office or location other than that described in Section 4(a)(ii) hereof, except for travel required in the performance of the Executive’s responsibilities which shall be no more extensive than the customary travel requirements of Executive prior to the Effective Date; or

(iv)Any other action or inaction that constitutes a material breach of this Agreement by the Company;

provided, however, that a termination by Executive for Good Reason shall be effective only if (i) the Executive has provided a Notice of Termination to the Company within 90 days after the initial existence of the event constituting Good Reason that an event constituting Good Reason has occurred, (ii) within 30 days following the delivery of such Notice of Termination by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good Reason and (iii) the Executive resigns from employment prior to the end of the Employment Period.

Any termination by the Company with or without Cause or by the Executive with or without Good Reason shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 13(d) hereof.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (x) indicates the specific termination provision in this Agreement relied upon, (y) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (z) if the termination date is other than the date of receipt of such notice, specifies the proposed termination date.

10

7.Obligations of the Company Upon Termination.

(a)Expiration of Employment Period.  If the Executive’s employment shall be terminated on account of the expiration of the Employment Period, the Company shall pay the Executive his Base Salary through the expiration of the Employment Period, plus any Bonus amounts earned but not paid during such period and any benefits to which the Executive is entitled under the terms of any of the Company’s benefit plans, policies or arrangements, and the Company shall have no further obligations to the Executive under this Agreement.

(b)Death.  If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives, other than those death benefits provided by the Company to which Executive is entitled at the date of the Executive’s death, which shall be at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s designees, as in effect on the date of the Executive’s death with respect to other key executives and their designees.

(c)Disability.  If the Executive’s employment is terminated by reason of the Executive’s Disability, this Agreement shall terminate without further obligations to the Executive, other than those disability benefits provided by the Company to which Executive is entitled as of the Disability Effective Date, which benefits shall be at least comparable to those in effect at any time during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s designees, as in effect on the date of the Executive’s Disability with respect to other key executives and their designees.

(d)With Cause or Without Good Reason.  If the Executive’s employment shall be terminated (i) by the Company with Cause, or (ii) by Executive without Good Reason, the Company shall pay the Executive his Base Salary through the date of termination at the rate in effect at the time Notice of Termination is given,

11

plus any Bonus amounts earned but not paid through the date of termination and any benefits to which the Executive is entitled under the terms of any of the Company’s benefit plans, policies or arrangements, and the Company shall have no further obligations to the Executive under this Agreement.

(e)Without Cause or With Good Reason.  If, during the Employment Period, Executive’s employment shall be terminated (i) by the Company without Cause, or (ii) by Executive for Good Reason, the Company shall pay to the Executive in a lump sum in cash within ten (10) days after the date of termination (unless a delay is required pursuant to Section 14(b) below), the aggregate of the following amounts, with respect to which Executive shall have no duty of mitigation and the Company shall have no right of set-off:

(A)to the extent not theretofore paid, the Executive’s Base Salary through the date of termination at the rate in effect on the date of termination plus any Bonus amounts which have become payable and any accrued vacation pay;

(B)a pro rata portion of Executive’s Bonus for the Fiscal Year in which the date of termination occurs equal to the product of (1) the greater of (x) the average annual dollar bonus amount that was earned by the Executive under the Bonus Plan for the three completed Fiscal Years immediately prior to the date of termination, or (y) Executive’s Target bonus amount under the Bonus Plan for the Fiscal Year which includes the date of termination or, if no target has been set with respect to Executive for such Fiscal Year, the Target bonus amount for the immediately preceding Fiscal Year (in either case, based on Executive’s target percentage of Base Salary established pursuant to the Bonus Plan) (the greater of (x) and (y) being referred to as the “Target Bonus”), multiplied by (2) a fraction, the numerator of which is the number of days in the Fiscal Year in which the date of termination occurs through the date of termination and the denominator of which is three hundred sixty-five (365);

(C)an amount equal to Executive’s Base Salary and Target Bonus for the remainder of the Employment Period;

12

(D)an amount equal to the number of months remaining in the Employment Period multiplied by the applicable monthly COBRA premium as in effect on the date of the Executive’s termination that the Executive would have to pay to continue the welfare benefits for which COBRA continuation rights are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Section 5(d);

(E)the present lump sum value of benefits which would have accrued for the benefit of Executive under the The Pep Boys — Manny, Moe & Jack Account Plan or The Pep Boys — Manny, Moe & Jack Legacy Plan, as applicable, (the “Retirement Plan”) which Executive was participating immediately prior to his termination date and had Executive remained employed for the remainder of the Employment Period after the date of termination and continued participating in such Retirement Plan, determined using the factors specified in the Retirement Plan for calculating lump sum distributions, and assuming that Executive would have continued for such period to earn the Base Salary at the date of termination and be paid the Target Bonus on each date during such Employment Period that the Bonus typically had been paid prior to the date of termination.  For purposes of clarity, this benefit is intended as a portion of the severance benefit payable to the Executive pursuant to this Section 7(e) and is not intended to be an additional benefit under the Retirement Plan.   In addition, for purposed of calculating “Years of Service” under the applicable Retirement Plan, Executive shall receive credit for the period of time remaining in the Employment Period; and

(F)an amount equal to the number of months remaining in the Employment Period multiplied by the applicable monthly premium or allowance as in effect on the date of the Executive’s termination that would have to be paid to continue the programs and benefits which are available for the Executive and, where applicable, his or her family, with respect to those plans, programs and policies described in Sections 5 (c) and (d), other than those covered by clause (D) and (E) above.

13

In addition, upon a termination of Executive in accordance with this Section 7(e), all non-vested stock options, and any other non-vested stock or stock-based awards held by Executive, shall immediately become fully vested, non-forfeitable and exercisable.

Notwithstanding anything herein to the contrary, in the event that Executive is entitled to the amounts set forth above as a result of a termination of Executive’s employment prior to a Change of Control and Executive reasonably demonstrates pursuant to Section 1(a) that such termination was at the direction of a third party or in connection with the Change of Control, the Executive shall receive the amounts set forth in this Section 7(e), less any severance compensation paid to Executive in connection with such termination, within ten (10) days following the Change of Control; provided however, that if these amounts are deemed to constitute deferred compensation subject to the requirements of Section 409A of the Code, such amounts shall be paid to the Executive as follows: (i) if the Change of Control qualifies as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be paid within ten (10) days following the Change of Control, unless payment is required to be delayed pursuant to Section 14(b) below in which case it will be paid at the end of the period described in Section 14(b) if such date is later than the ten (10) day period following the Change of Control, or (ii) if the Change of Control does not qualify as a permissible distribution event within the meaning of Section 409A(a)(2)(A)(v) of the Code, it will be payable in a single sum on the first business day of the month immediately following the six (6) month anniversary of the date Executive terminated employment with the Company.

8.Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit such rights as the Executive may have under any stock option or other agreements with the Company or any of its affiliated companies.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the date on which the Executive’s

14

employment is terminated shall be payable in accordance with such plan or program. Anything herein to the contrary notwithstanding, if the Executive becomes entitled to payments pursuant to Section 7(e) hereof, such Executive agrees to waive payments under any severance plan or program of the Company.

9.Confidential Information.  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement).  After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

10.Covenant Against Competition.

(a)If, after the occurrence of a Change of Control, the Executive’s employment by the Company is terminated pursuant to Sections 7(d) or 7(e) hereof, then for the greater of one year after the date of termination or the remainder of the Employment Period, the Executive shall not, directly or indirectly, (i) induce or attempt to influence any employee of the Company to terminate his employment with the Company or hire or solicit for hire on behalf of another employer any person then employed or who had been employed by the Company during the immediately preceding six months or (ii) engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States of America, if (A) such business’ primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities

15

(including their franchisees and affiliates) listed on Schedule 10(a)(ii)(A) hereto, or (B) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 10(a)(ii)(B) hereto.  However, nothing contained in this Section 10(a) shall prevent the Officer from holding for investment up to two percent (2%) of any class of equity securities of a company whose securities are traded on a national or foreign securities exchange.

(b)Executive acknowledges that the restrictions contained in Sections 9 and 10 hereof, in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injuries to the Company, and the Executive therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

(c)If the Executive violates any of the restrictions contained in the foregoing Section 10(a), the period during which the restrictions contained in Section 10(a) shall remain in effect shall be tolled as of the time of commencement of such violation, and shall not begin to run again until such time as such violation shall be cured by the Executive to the satisfaction of the Company.

(d)Executive acknowledges and agrees that the covenants and other provisions set forth in Sections 10(a), 10(b) and 10(c) hereof are reasonable and valid in geographical and temporal scope and in all other respects.  If any of such covenants or other provisions are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, then (I) the remaining covenants and

16

other provisions set forth in Sections 10(a), 10(b) and 10(c) shall be unimpaired, and (ii) the invalid or unenforceable covenant or provision shall be deemed replaced by a covenant or provision that is valid or enforceable and that comes closest to expressing the intention of the covenant or provision found to be invalid or unenforceable.

11.Certain Additional Payments by the Company.

(a)If it is determined (as hereafter provided) that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then Executive will be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b)Subject to the provisions of Section 11(f) hereof, all determinations required to be made under this Section 11, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, will be made by a nationally recognized firm of certified public accountants (the “Accounting Firm”) selected by Executive in his sole discretion.  Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 days after the date of the Change of Control or the date of

17

Executive’s termination of employment, if applicable, and any other such time or times as may be requested by the Company or Executive.  If the Accounting Firm determines that any Excise Tax is payable by Executive, unless the payment is required to be delayed pursuant to Section 14(b) below, the Company will pay the required Gross-Up Payment to Executive within 15 days after receipt of such determination and calculations.  If the Accounting Firm determines that no Excise Tax is payable by Executive, it will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return.  Any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and Executive.  As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 11(f) hereof and Executive thereafter is required to make a payment of any Excise Tax, Executive will direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the Company and Executive as promptly as possible.  Unless the Underpayment is required to be delayed pursuant to Section 14(b) below, such Underpayment will be promptly paid by the Company to, or for the benefit of, Executive within 15 days after receipt of such determination and calculations.

(c)The Company and Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 11(b) hereof.

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(d)The federal, state and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive.  Executive will make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment.  If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within 15 days pay to the Company the amount of such reduction.

(e)The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Sections 11(b) and (d) hereof will be borne by the Company.  If such fees and expenses are initially advanced by Executive, the Company will reimburse Executive the full amount of such fees and expenses within 15 days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof.

(f)Executive will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment.  Such notification will be given as promptly as practicable but no later than 30 days after Executive actually receives notice of such claim and Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by Executive).  Executive will not pay such claim prior to the date that any payment of amount with respect to such claim is due.  If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive will:

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(A)provide the Company with any written records or documents in his possession relating to such claim reasonably requested by the Company;

(B)take such action in connection with contesting such claim as the Company will reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company;

(C)cooperate with the Company in good faith in order effectively to contest such claim; and

(D)permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses.  Without limiting the foregoing provisions of this Section 11(f), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(f) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided that Executive may participate therein at his own cost and expense) and may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company will determine; provided, however, that if the Company directs Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment to Executive on an interest-free basis and will indemnify and hold Executive harmless,

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on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive will be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(g)If Executive receives any refund with respect to any Excise Tax previously paid to the Internal Revenue Service by Executive, and if Executive had received a Gross-Up Payment from the Company with respect to such Excise Tax, Executive will promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto).  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 11(f) hereof, a determination is made that Executive will not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of such advance will offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid pursuant to this Section 11.

12.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors.

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(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

13.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.  The parties hereto agree that the exclusive jurisdiction of any dispute regarding this Agreement shall be the state courts located in Philadelphia, Pennsylvania.  The Company shall reimburse Executive for the fees and expenses incurred by him in enforcing this Agreement, provided that at least one matter in dispute is decided in favor of Executive.

(b)The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(c)This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, to the Executive’s most recent home address reflected on the Company’s books and records; and

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If to the Company:

The Pep Boys - Manny, Moe & Jack

3111 West Allegheny Avenue

Philadelphia, PA 19132

Attention: Chief Executive Officer and General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(e)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(f)The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g)This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, with respect to the subject matter hereof, including the Original Agreement.

(h)The Executive and the Company acknowledge that the employment of the Executive by the Company, prior to the Effective Date, is “at will”, and may be terminated by either the Executive or the Company at any time.  Upon a termination of the Executive’s employment or upon the Executive’s ceasing to be an officer of the Company, in each case, prior to the Effective Date, there shall be no further rights under this Agreement.

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14.Section 409A of the Internal Revenue Code.

(a)This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code, to the extent applicable, and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” (as defined under Section 409A of the Code).  In no event may the Executive, directly or indirectly, designate the calendar year of payment.

(b)To the maximum extent permitted under section 409A of the Code, the cash severance payments payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4); provided, however, any amount payable to the Executive during the six (6) month period following the Executive’s termination date that does not qualify within such exception and is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.”  If at the time of the Executive’s termination of employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Executive is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following the Executive’s termination date with the Company (or any successor thereto) for six (6) months following the Executive’s separation from service with the Company (or any successor thereto).  The delayed Excess Amount shall be

24

paid in a lump sum to the Executive within ten (10) days following the date that is six (6) months following the Executive’s separation from service with the Company (or any successor thereto).  If the Executive dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Executive’s estate within sixty (60) days after the Executive’s death.

(c)All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.  Any tax gross up payments to be made hereunder shall be made not later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the related taxes are remitted to the taxing authority.

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IN WITNESS WHEREOF, the Executive has hereunto set his hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

Name:

THE PEP BOYS - MANNY, MOE & JACK

By:

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Schedule 10(a)(ii)(A)

Advance, AutoZone, Discount Tire, Firestone, Goodyear, Jiffy Lube, Just Tires, Les Schwab, Midas, Mieneke, Monro, NAPA, O’Reilly, TBC Corp., Tires Plus

Schedule 10(a)(ii)(B)

BJ’s Wholesale, Costco, Price Club, Sam’s Club, Sears/Kmart, Target, Wal-Mart

EX-10.3

Exhibit 10.3

NON-COMPETITION AGREEMENT

This Non-Competition Agreement (this “Agreement”) is made by and between The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), and                                            (the “Officer”), on this      day of                      (the “Effective Date”).

WHEREAS, in exchange for new employment by the Company and the compensation attendant thereto and the severance benefit provided herein, the Officer is willing to provide the Company with the covenant against competition contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating the foregoing recitals, the parties agree as follows:

1.Severance Benefit.

a.If the Officer’s employment shall be terminated by the Company without Cause (as defined below) and the Officer executes, and does not revoke, the Company’s then current standard separation and release agreement (the “Release”), the Company shall pay to the Officer a lump sum cash payment equal in value to the Officer’s annual base salary, as in effect immediately prior to the Officer’s termination date, (the “Severance Benefit”); provided, however, that the Severance Benefit shall not be payable if the Officer’s employment shall be terminated during such Officer’s Employment Period (as defined in that certain Change of Control Agreement, dated as of the date hereof, between the Company and the Officer (the “Change of Control Agreement”)).  During the Employment Period, the Change of Control Agreement shall supercede this Agreement in its entirety.  Unless the payment is required to be delayed pursuant to Section 4b below, such Severance Benefit shall be paid to the Officer within sixty (60) days following the Officer’s termination date, provided that the Officer executes the Release during the sixty (60) day period and the revocation period for the Release has expired without revocation by Executive.

b.For the purposes of this Agreement, “Cause” shall mean (i) the continued failure of the Officer to perform substantially his duties with the Company (other than any such failure resulting from the Officer’s incapacity due to physical or mental illness), (ii) any act by the Officer of illegality, dishonesty or fraud in connection with the Officer’s employment, (iii) the willful engaging by the Officer in gross misconduct which is demonstrably and materially injurious to the Company or its affiliates, (iv) the Officer’s conviction of or pleading guilty or no contest to a felony, or (v) a violation of Section 2 hereof.

2.Covenant Against Competition.

a.The Officer shall not, during his employment with the Company and for one year thereafter, directly or indirectly, induce or attempt to influence any employee of the Company to terminate his employment with the Company or hire or solicit for hire on behalf of another employer any person then employed or who had been

employed by the Company during the immediately preceding six months.

b.The Officer shall not, during his employment with the Company and for one year thereafter, unless the Officer is terminated by the Company without Cause, directly or indirectly, engage in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States of America, if (i) such business’ primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 2(b)(i) hereto, or (ii) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 2(b)(ii) hereto.  However, nothing contained in this Section 2b shall prevent the Officer from holding for investment up to two percent (2%) of any class of equity securities of a company whose securities are traded on a national or foreign securities exchange.

c.Officer acknowledges that the restrictions contained in this Section 2, in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injuries to the Company, and the Officer therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

d.If the Officer violates any of the restrictions contained in this Section 2, the restrictive period shall be extended from the time of the commencement of any such violation until such time as such violation shall be cured by the Officer to the satisfaction of the Company.

e.The invalidity or unenforceability of any provision or provisions of this Section 2 shall not affect the validity or enforceability of any other provision or provisions of this Section 2, which shall remain in full force and effect.  If any provision of this Section 2 is held to be invalid, void or unenforceable in any jurisdiction, any court or arbitrator so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of this Agreement and shall correspondingly modify the Company’s obligations under Section 1.  If any of the provisions of, or covenants contained in, this Section 2 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalidity or unenforceability in such other jurisdiction.  Any such holding shall affect such provision of this Section 2, solely as to that jurisdiction, without rendering that or any other provisions of this Section 2 invalid, illegal, or unenforceable in any other jurisdiction.  If any covenant contained in this Section 2 should be deemed invalid, illegal or unenforceable because its scope is considered

2

excessive, such covenant will be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable and a corresponding reduction in the scope of the Company’s obligations under Section 1 shall also be made.

3.Miscellaneous.

a.This Agreement shall inure to the benefit of and be binding upon the Company and its successors.

b.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws.  The parties hereto agree that exclusive jurisdiction of any dispute regarding this Agreement shall be the state or federal courts located in Philadelphia, Pennsylvania.  EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY PROCEEDING OVER ANY DISPUTE ARISING UNDER THIS AGREEMENT.

c.This Agreement, together with the Change of Control Agreement, constitutes the entire agreement among the parties pertaining to the subject matter hereto, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, including the Original Agreement.

4.Section 409A of the Internal Revenue Code.

a.Interpretation.  This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code, to the extent applicable, and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code.  In no event may the Officer, directly or indirectly, designate the calendar year of payment.

b.Payment Delay.  To the maximum extent permitted under section 409A of the Code, the cash severance payment payable under this Agreement is intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4); provided, however, any amount payable to the Officer during the six (6) month period following the Officer’s termination date that does not qualify within such exception and is deemed as deferred compensation subject to the requirements of section 409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.”  If at the time of the Officer’s termination of employment, the Company’s (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and the Officer is a “specified employee” (as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any

3

successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following the Officer’s termination date with the Company (or any successor thereto) for six (6) months following the Officer’s termination date with the Company (or any successor thereto).  The delayed Excess Amount shall be paid in a lump sum to the Officer within ten (10) days following the date that is six (6) months following the Officer’s termination date with the Company (or any successor thereto).  If the Officer dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal representative of the Officer’s estate within sixty (60) days after the Officer’s death.

IN WITNESS WHEREOF, the Officer has hereunto set his hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the Effective Date.

THE PEP BOYS — MANNY, MOE & JACK

By:

OFFICER

Name:

4

Schedule 2(b)(i)

Advance, AutoZone, Discount Tire, Firestone, Goodyear, Jiffy Lube, Just Tires, Les Schwab, Midas, Mieneke, Monro, NAPA, O’Reilly, TBC Corp., Tires Plus

Schedule 2(b)(ii)

BJ’s Wholesale, Costco, Price Club, Sam’s Club, Sears/Kmart, Target, Wal-Mart

5

EX-10.6

Exhibit 10.6

The Pep Boys — Manny, Moe & Jack
Pension Plan

Amended and Restated Effective as of January 1, 2010

Table of Contents

Article I. Introduction	1
Article II. Definitions	3
Article III. Participation And Service	17
Article IV. Plan Benefits	20
Article V. Vesting	40
Article VI. Funding	41
Article VII. Amendment And Termination	43
Article VIII. Administration	45
Article IX. Limitations On Contributions And Benefits	52
Article X. Merger, Transfer Or Consolidation Of Plans	71
Article XI. Miscellaneous	72
Article XII. Determination Of Top-Heavy Status	74
Article XIII. ERISA Transition Provisions	80
Appendix A	87

Article I. Introduction

THE PEP BOYS — MANNY, MOE & JACK Pension Plan (the “Plan”) is established and maintained in accordance with the terms of this instrument. The assets of this Plan are held by the Trustee in accordance with the terms of the Trust Agreement, which is considered to be an integral part of this Plan. Except as provided herein or in the Trust Agreement, the Trustee has the exclusive authority to manage and control the assets of this Plan. Except as otherwise noted herein, this amended and restated version of the Plan applies to those Participants who are credited with an Hour of Service with the Employer on or after January 1, 1989.

The Plan was further amended effective January 1, 1989 to comply with the Tax Reform Act of 1986, as amended, (“TRA 86”) except for those provisions that became effective in years prior to 1989 as described below, or as specifically noted in the Plan.

·Titles XI and XVIII of TRA ‘86;

·Subtitle C of Title IX of OBRA ‘86;

·Optional Form of Benefit Regulations;

·Temporary regulations under section 414(q) and (s);

·Proposed regulations under section 401(a)(9);

·Notice 87-20, regarding amendments to sections 411(a)(11)(B) and 417(e)(3) of the Code made by Section 1139 of TRA ‘86; and

·Notice 87-21, regarding changes to section 415 of the Code made by TRA ‘86.

Effective January 1, 1997 (except as otherwise indicated herein for specified provisions or as required by law), the Plan was further amended to reflect:

·The Uniformed Services and Reemployment Rights Act of 1994;

·The Uruguay Round Agreement Act (“GATT”) of 1994;

·The Small Business and Job Protection Act of 1996;

·The Taxpayer Relief Act of 1997; and

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·The Internal Revenue Service Restructuring and Reform Act of 1998.

The Plan has been subsequently been amended from time to time and is now amended and restated, effective as of January 1, 2010, except as otherwise provided herein or as required by applicable law, to incorporate prior amendments and to reflect certain requirements of the Pension Protection Act of 2006, the Worker, Retiree and Employer Recovery Act of 2008 and the Heroes Earnings Assistance and Relief Tax Act of 2008.

The rights of those individuals (or their beneficiaries) who terminated employment prior to the effective date of any changes to the Plan are governed by the terms and conditions of the Plan then in effect.

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Article II. Definitions

2.1Definitions. When used in this Plan, the following initially capitalized words and phrases shall have the meanings indicated herein:

Accrued Annual Pension means as of any applicable date, the pension determined in accordance with the provisions of Section 4.1 that the Participant would be entitled to receive commencing on his Normal Retirement Date based on his Compensation and Years of Credited Service through the applicable date. An Accrued Annual Pension to which a Former Participant is entitled shall not be increased or decreased by reason of any amendments to the Plan adopted on or after the date he ceased to be a Participant or the date of his Termination. The Accrued Annual Pensions of all Participants were frozen as of December 31, 1996.

Actuarial Equivalent(ce) or Actuarially Equivalent means a benefit of equivalent current value to the benefit which would otherwise have been provided on the basis of the following assumptions and determined as of the applicable Annuity Starting Date:

(a)For lump sum distributions, the UP-1984 Table of Mortality and the immediate or deferred interest rate, as applicable, used by the Pension Benefit Guaranty Corporation (in effect on January 1 of the Plan Year in which the distribution occurs) for valuing benefits in pay status for plans terminating at the same time, shall be used. The Actuarial Equivalent value of a lump sum distribution that is payable to a Former Participant prior to Early Retirement Date, shall be the Actuarial Equivalent value of the benefit determined as of Normal Retirement Date (using the applicable PBGC rate).

(b)For purposes of any lump sum distribution that is made to any Participant on or after January 1, 1998, the Actuarial Equivalent value for such lump sum distribution shall be determined by using the annual interest rate on 30-year Treasury securities, as specified by the Commissioner, that is in effect for the month of November which precedes the applicable Plan Year (the “stability period”) in which the lump sum distribution is made, and by using the applicable mortality table under section 417(e)(3) of the Code and Treas. Reg. section 1.417(e)-1(d)(2). The Actuarial Equivalent value of a lump distribution that is payable to

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a Former Participant prior to Early Retirement Date, shall be the Actuarial Equivalent value of the benefit determined as of Normal Retirement Date (using the applicable 30-year Treasury security rate).  For purposes of any lump sum distribution that is made on or after January 1, 2008, the Actuarial Equivalent single-sum value of a single life annuity with 120 payments guaranteed shall be determined using the annual interest rate specified under section 417(e)(3) of the Code, in effect for the month of November preceding the first day of the Plan Year in which the lump sum distribution is made, and by using the applicable morality table under section 417(e)(3)(B) of the Code.

(c)For periods prior to January 1, 2007, except as provided in the following paragraph, for conversions under Section 4.6(b), for optional forms paid according to Section 4.6(e), early retirement under Section 4.3, conversions with respect to annuity payments made pursuant to qualified domestic relations orders and adjustments under Sections 9.4 and 9.4A(b)(2)(B)(i)(B), the UP-1984 Table of Mortality at 7½ percent interest, shall be used. For purposes of establishing present value for Top-Heavy determinations, interest at 7½ percent shall be used and the UP-1984 Table of Mortality.

Effective January 1, 2007, for conversions under Section 4.6(b), for optional forms paid according to Section 4.6(e), early retirement under Section 4.3, conversions with respect to annuity payments made pursuant to qualified domestic relations orders and adjustments under Sections 9.4 and 9.4A(b)(2)(B)(i)(B), the UP-1994 Mortality Table projected to 2002 using Scale AA (blended 50% male, 50% female; without adjustment collar) at 7½ percent interest, shall be used.  Notwithstanding the foregoing, the benefit determined under this paragraph shall not be less than the benefit determined under the first paragraph of this subsection (c).  For purposes of establishing present value for Top-Heavy determinations, interest at 7½ percent and the UP-1994 Mortality Table projected to 2002 using Scale AA (blended 50% male, 50% female; without adjustment collar)) shall be used.

(d)Effective January 1, 2000, for purposes of Section 9.4 regarding conversion of an annuity that is not subject to section 417(e) of the Code, the greater of (a) the equivalent annual benefit using interest at 7 ½% and the UP-1984 Table of Mortality; or (b) the

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equivalent annual benefit using interest at 5% and the applicable mortality table under section 417(e)(3) of the Code and Treas. Reg. Section 1.417(e)-1(d)(2) shall apply.

Effective January 1, 2000, for purposes of Section 9.4 regarding conversion of an annuity that is subject to section 417(e) of the Code, the greater of (a) the equivalent annual benefit using interest at 7 ½% and the UP-1984 Table of Mortality; or (b) the equivalent annual benefit using the annual interest rate for 30-year Treasury Securities as specified by the Commissioner of the Treasury, in effect for the month of November (the “look back month”) of the Plan Year preceding the Plan Year of determination (the “stability period”) and the applicable mortality table under section 417(e)(3) of the Code and Treas. Reg. Section 1.417(e)-1(d)(2), shall apply.

(e)Mortality Table for 415 and 417(e) Purposes For Annuity Starting Dates On Or After December 31, 2002.

Effective for annuity starting dates on or after December 31, 2002, notwithstanding any other Plan provision to the contrary, the applicable mortality table used for purposes of adjusting any benefit or limitation under section 415(b)(2)(B), (C) or (D) of the Code as set forth in Section 9.4 and paragraph (d) of the definition of “Actuarial Equivalence”, and the applicable mortality table used for purposes of satisfying the requirements of section 417(e) of the Code, as set forth in paragraph (b) of the definition of “Actuarial Equivalence” in the Plan, is the table prescribed in Rev. Rul. 2001-62.

(f)Mortality Table for 415 and 417(e) Purposes for Annuity Starting Dates On or After January 1, 2008.

Effective for annuity starting dates on or after January 1, 2008, the mortality table for purposes of this subsection (f) shall be the applicable mortality table specified by the Internal Revenue Service pursuant to section 417(e)(3)(B) of the Code.

Actuary means an enrolled actuary qualifying as such in accordance with Title III of ERISA or any firm or entity employing such enrolled actuaries.

Administrative Committee means the individual or group of individuals appointed to manage the administration of this Plan.

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Affiliate means any employer which has not adopted this Plan and is not a Participating Employer, but which is included as a member with the Employer in a controlled group of corporations, or which is a trade or business (whether or not incorporated) included with the Employer in a brother-sister group or combined group of trades or businesses under common control or which is a member of an affiliated service group in which the Employer is a member, determined in each instance in accordance with the appropriate sections of the Code.

Annuity Starting Date means the first day on which benefits are payable as an annuity or in the case of benefits not payable as an annuity, the first day on which all events have occurred which entitle the Participant or Former Participant to the benefits.

Beneficiary means the individual or entity designated to receive any death benefits payable under the Plan.

Anything herein to the contrary notwithstanding, in the case of a married Participant or Former Participant, no Beneficiary designation which designates a Beneficiary other than the Participant’s Spouse shall be effective unless such designation constitutes a valid waiver of the qualified joint and survivor annuity. In the event that the Participant failed to designate a Beneficiary or is predeceased by all designated primary and contingent Beneficiaries, death benefits under this Plan shall be payable to the following classes of recipients, each class to take to the exclusion of all subsequent classes, and all members of each class to share equally:

(1)Surviving Spouse;

(2)lineal descendants (including adopted children and step-children), by right of representation;

(3)surviving parents;

(4)surviving brothers and sisters;

(5)Participant’s estate.

Board of Directors means the board of directors of the Company.

Break in Service or One-Year Break in Service means a Plan Year during which an individual is not credited with more than 500 Hours of Service. An Eligible Employee will not be deemed to have incurred a Break in Service if he is absent from employment by reason of (1) pregnancy of the Eligible Employee, (2) birth of a child of the Eligible Employee, (3) placement

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of a child in connection with the adoption of the child by an individual, or (4) caring for the child during the period immediately following the birth or placement for adoption. During the period of absence the Eligible Employee shall be credited with the number of hours that would be generally credited but for such absence or if the general number of work hours is unknown, eight Hours of Service for each normal workday during the leave (whether or not approved). These hours shall be credited to the Plan Year in which the leave of absence commences if crediting of such hours is required to prevent the occurrence of a Break in Service in such computation period, and in other cases in the immediately following Plan Year. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). An Employee shall not be deemed to have incurred a Break in Service if he is on an unpaid leave of absence under the Family and Medical Leave Act and returns to employment within the time period prescribed by law.

Code or IRC means the Internal Revenue Code of 1986, as amended, and includes any regulations issued thereunder.

Company means the PEP BOYS — MANNY, MOE & JACK, a Pennsylvania corporation.

Compensation means, for any Plan Year, total income reported to the Participant as wages for the Employee on Box 1 of Form W-2 less any expense reimbursements and taxable fringe benefits, including any amounts that the Participant has authorized the Employer to make on his behalf to a 401(k) plan as elective deferrals or to a cafeteria plan under section 125 of the Code.

Effective January 1, 1989, with respect to Participants who Terminated employment on or after that date, Compensation shall be limited to the amount permitted under the applicable limitation of section 401(a)(17) of the Code, as amended, in effect for any Plan Year (adjusted each year to reflect such higher amount as may be permitted each year under the Code). Notwithstanding the foregoing, in applying the limits imposed by section 401(a)(17) for Plan Years beginning on or after January 1, 1989 and ending on or before January 1, 1994, with respect to Participants who Terminated employment on or after January 1, 1989, Compensation up to $235,840 may be taken into account for each Plan Year. Effective January 1, 1994,

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Compensation shall be limited to $150,000 (adjusted each year to reflect such higher amount as may be permitted each year under the Code).

Increase in limit: The annual Compensation of each Participant taken into account in determining benefit accruals in any Plan Year beginning after December 31, 2001, shall not exceed $200,000. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the plan (the determination period). For purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, Compensation for any prior determination period shall be limited to $200,000.

Cost-of-living adjustment:  The $200,000 limit on annual Compensation described above shall be adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Disability means a disability that results in the Participant’s entitlement to long-term disability benefits under the Social Security Act.

Distributee means a Participant, a former Participant, a Participant’s or former Participant’s surviving spouse and a Participant’s or former Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, within the meaning of section 414(p) of the Code.

Early Retirement Age means the date on which a Participant has attained age 55 and completed five Years of Credited Service.

Early Retirement Date means the first day of any month following attainment of his Early Retirement Age.

Effective Date of this amended and restated Plan means January 1, 1989, except as otherwise provided in the Plan. The original effective date of the Plan is December 15, 1942.

Eligible Employee means an Employee performing services for the Employer, including any officer or director who shall so qualify. Eligible Employee shall not include any

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individual who qualifies as a Leased Employee and any individual whose terms and conditions of employment are covered by a collective bargaining agreement that does not provide for participation in the Plan.

Notwithstanding the foregoing, (i) any individual initially hired or rehired by the Employer or an Affiliate on or after February 2, 1992, shall not be deemed to be an Eligible Employee and shall not be eligible to participate or resume participation in the Plan; and (ii) any individual whose employment status as of February 1, 1992, is covered by a collective bargaining agreement that does not provide for participation in the Plan and whose employment status changes on or after February 2, 1992 so that he (A) is no longer covered by a collective bargaining agreement that does not provide for participation in the Plan, and (B) would otherwise be eligible to participate in the Plan, shall not be deemed to be an Eligible Employee and shall not be eligible to participate in the Plan.

Eligible Retirement Plan means, effective January 1, 2007, (A) an individual retirement account described in section 408(a) of the Code, (B) an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract), (C) an annuity plan described in section 403(a) of the Code, (D) a qualified plan described in section 401(a) of the Code the terms of which permit the acceptance of the Distributee’s Eligible Rollover Distribution, (E) an eligible deferred compensation plan described in section 457(b) of the Code that is maintained by an eligible employer described in section 457(e)(I)(A) of the Code that shall separately account for the distribution or (F) an annuity contract described in section 403(b) of the Code.  The portion of any Eligible Rollover Distribution that consists of after-tax employee contributions only may be paid to any Eligible Plan described in (A) or (B), a qualified plan described in (C) or (D) or a plan described in (F) that separately accounts for the amounts transferred earnings on such amounts.

Eligible Rollover Distribution means, effective as of January 1, 2007, any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and

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the Distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). However, such portion may be paid only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.  The nontaxable portion of an Eligible Rollover Distribution may be rolled over tax-free to an Eligible Retirement Plan as specified below if the Eligible Retirement Plan provides for separate accounting of the amount transferred and earnings on such amounts.

Employee means any individual employed by the Employer as a common law employee.  An Employee does not include an independent contractor or any other person who the Employer determines, in its sole discretion based on the criteria set forth in Treas. Reg. section 31.3401(c)-1, is not is a common law employee.  If a person described in the preceding sentence is subsequently reclassified as, or determined to be, an employee by the Internal Revenue Service, any other governmental agency or authority, or a court, or if the Employer is required to reclassify such an individual as an employee as a result of such reclassification or determination (including any reclassification by the Employer in settlement of any claim or action relating to such individual’s employment status), such individual will not become eligible to become a Participant in this Plan by reason of such reclassification or determination.

Employer means the Company and any Participating Employer, which with the approval of the Board of Directors, has adopted this Plan.

Entry Date means January 1 and July 1 of each Plan Year.

ERISA means the Employee Retirement Income Security Act of 1974, as amended, and includes any regulations issued thereunder.

Final Average Compensation means the average monthly Compensation for the five consecutive Plan Years, out of the last ten Plan Years that a Participant completes,

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coincident with or prior to the date of determination (or actual period of employment if shorter than five years) in which a Participant was employed by the Employer for which such average is the highest.

Former Participant means any Eligible Employee, who was a Participant in the Plan and with respect to whom a benefit remains payable from the Plan.

Fund means the trust or account consisting of the assets of the Plan.

Highly Compensated Employee means the individuals in (a) and (b):

(a)Employees who were five percent owners, as defined in section 416(i)(1)(iii) of the Code, at any time during the determination year or the look-back year; and

(b)Employees with compensation greater than $80,000 (as adjusted at the same time and in the same manner as section 415(d) of the Code) during the look-back year.

(c)For purposes of determining whether an Employee is highly compensated, the determination year is the Plan Year for which the determination is being made. The look-back year is the twelve month period preceding the determination year.

(d)For purposes of defining Highly Compensated Employee, compensation means compensation as defined in section 415(c)(3) of the Code, including elective contributions. The dollar limits are those for the calendar year in which the determination or look-back year begins.

(e)The Plan shall take into account Employees of all companies aggregated under sections 414(b), (c), (m) and (o) of the Code, in determining who is highly compensated. Also, for this purpose, the term “Employee” shall include Leased Employees.

Hours of Service means:

(a)Performance of Duties. The actual hours for which an Eligible Employee is paid or entitled to be paid for the performance of duties by the Employer;

(b)Nonworking Paid Time. Each hour for which an Eligible Employee is paid or entitled to be paid by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty or leave of

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absence; provided, however, no more than 501 Hours of Service shall be credited to an Eligible Employee on account of any single continuous period during which he performed no duties; and provided further that no credit shall be given for payments made or due under a plan maintained solely for the purpose of complying with applicable workers’ or unemployment compensation or for payments which solely reimburse an Eligible Employee for medical or medically related expenses incurred by the Eligible Employee;

(c)Back Pay. Each hour for which pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer; provided, however, Hours of Service credited under paragraphs (a) and (b) above shall not be recredited by operation of this paragraph;

(d)Equivalencies. The Administrative Committee shall have the authority to adopt any of the following equivalency methods for counting Hours of Service that are permissible under regulations issued by the Department of Labor:  (1) Working Time; (2) Periods of Employment or (3) Earnings.

The adoption of any equivalency method for counting Hours of Service shall be evidenced by a certified resolution of the Administrative Committee, which shall be attached to and made part of the Plan. Such resolution shall indicate the date from which such equivalency shall be effective.

(e)Miscellaneous. Unless the Administrative Committee directs otherwise the methods of determining Hours of Service when payments are made for other than the performance of duties and of crediting such Hours of Service to Plan Years set forth in Regulations §2530.200b-2(b) and (c) promulgated by the Secretary of Labor, shall be used hereunder and are incorporated by reference into the Plan.

Participants on military leaves of absence who are not directly or indirectly compensated or entitled to be compensated by the Employer while on such leave shall be credited with Hours of Service as required by Section 9 of the Military Selective Service Act.

Notwithstanding any other provision of this Plan to the contrary, an Eligible Employee shall not be credited with Hours of Service more than once with respect to the same period of time.

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Eligible Employees shall be credited with any Hours of Service required to be credited to them in accordance with the Family and Medical Leave Act and The Uniformed Services Employment and Reemployment Rights Act of 1994.

Investment Manager means an investment adviser, bank or insurance company which meets the requirements of Section 3(38) of ERISA.

Leased Employee means any person who is not an Employee of the Employer and who provides services to the Employer if:

(a)such services are provided pursuant to an agreement between the Employer and any leasing organization;

(b)such person has performed such services for the Employer (or for the Employer and Affiliates) on a substantially full-time basis for a period of at least one year; and

(c)such services are performed under primary direction or control of the Employer.

Notwithstanding the foregoing, a person shall not be deemed to be a Leased Employee if he is covered by a plan maintained by the leasing organization and Leased Employees (as determined without regard to this paragraph) do not comprise more than 20% of the Employer’s nonhighly compensated workforce. Such plan must be a money purchase pension plan providing for nonintegrated employer contributions of ten percent of compensation and also providing for immediate participation and vesting.

Limitation Year means the Plan Year.

Normal Annual Pension means the lifetime annual pension determined in accordance with the provisions of Section 4.1.

Normal Retirement Age means the Participant’s 65th birthday.

Normal Retirement Date means the first day of the month coincident with or next following Normal Retirement Age.

Participant means an Eligible Employee participating in the Plan in accordance with the provisions of Article III.

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Participating Employer means any direct or indirect subsidiary of the Company or any other entity designated by the Board of Directors, which has adopted this Plan with the approval of the Company. Participating Employers shall be limited to those direct or indirect subsidiaries of the Company that would be Affiliates except for the fact that they have adopted the Plan.

Plan means THE PEP BOYS — MANNY, MOE & JACK Pension Plan, as herein set forth and as it may be amended hereafter. This Plan also includes the PEP BOYS  — MANNY, MOE & JACK of California Pension Plan, the assets and liabilities of which were merged with and into this Plan, effective as of December 31, 1987.

Plan Year means the period from January 1 through December 31 of each year.

Qualified Military Service means service in the uniformed services (as defined in chapter 43 of title 38, United States Code) by any Employee if such Employee is entitled to reemployment rights under such chapter with respect to such service.

Spouse (Surviving Spouse) means the spouse or surviving spouse of the Participant or Former Participant, as the context requires, who is a person of the opposite gender who is the lawful husband or lawful wife of a Participant under the laws of the state or country of the Participant’s domicile; provided, however, that a former spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code.

Terminated (or Termination) means a termination of employment with the Employer or with an Affiliate for any reason other than a transfer of employment from the Employer to an Affiliate or from an Affiliate to another Affiliate.

Trust Agreement means the agreements forming a part of the Plan pursuant to which the assets of the Plan are held and managed by the Trustee.

Trustee means the trustee or trustees named in the Trust Agreement, or any successor thereto.

Years of Credited Service means the periods of employment taken into account in determining a Participant’s Accrued Annual Pension or Normal Annual Pension under this Plan.

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A Participant shall be credited with a Year of Credited Service for each Plan Year in which he has completed 1,000 Hours of Service with the Employer.

A Participant shall be credited with a partial Year of Credited Service, to the completed month, for the portion of a Plan Year during which he was not a Participant for the entire Plan Year, provided that the number of Hours completed by the Participant during such portion of a Plan Year equal or exceed the product of (i) 83.33 and (ii) the number of full months the Participant was actually a Plan Participant in such Plan Year.

A Participant who was employed by the Employer between December 15, 1978 and December 31, 1978, shall be credited with .04167 of a Year of Credited Service for such period.

A Participant shall not earn Years of Credited Service prior to the Entry Date on which he first became a Participant except that any Participant who was employed on December 14, 1976, shall earn Years of Credited Service for his pre-participation eligibility waiting period to the extent that such service would have been credited as Years of Credited Service, if the eligibility requirements in effect on December 15, 1976 had been in effect when such Participant’s employment commenced with the Employer. Effective as of December 31, 1996, a Participant shall not earn any additional Years of Credited Service under the Plan.

Year of Service means (a)  when applied to eligibility provisions, (i) the 12-month period commencing on an individual’s date of employment with the Employer in which he is credited with 1,000 or more Hours of Service, and (ii) thereafter, the Plan Year which includes the first anniversary of the Eligible Employee’s initial date of employment and successive anniversaries of such Plan Year, in which he is credited with 1,000 or more Hours of Service; and (b) when applied to vesting provisions, each Plan Year in which an Eligible Employee is credited with 1,000 Hours of Service.

An Employee who was credited with 1,000 Hours of Service in the 12 consecutive month period beginning (i) December 15, 1977 and ending on December 14, 1978; and (ii) beginning January 1, 1978 and ending December 31, 1978, shall earn a Year of Service for such additional time periods.

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Years of Service completed prior to December 15, 1976 shall be disregarded if such service would have been disregarded under the break in service rules then in effect.

For purposes of determining an Eligible Employee’s eligibility to participate in the Plan pursuant to Section 3.1 and vesting pursuant to Section 5.1, Years of Service shall include an Eligible Employee’s Years of Service (i) as a Leased Employee of the Employer or an Affiliate (after the employer became an Affiliate) and not described in section 414(n)(5) of the Code or (ii) as an Employee of the Employer or an Affiliate (after the employer became an Affiliate) covered by the terms of a collective bargaining agreement that does not provide for participation in this Plan, (iii) while a common law Employee of the Employer who is not deemed to be an Eligible Employee or as a common law Employee of an Affiliate, or (iv) while an Employee of a predecessor organization of the Employer in any case where the Employer maintains the plan of such predecessor organization.

Effective January 1, 2007, for purposes of determining whether a death benefit is payable pursuant to Sections 4.7 and 13.5 only, Years of Service shall include service completed by a Participant while absent from employment on account of Qualified Military Service who dies prior to reemployment by the Employer.

2.2Construction. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Titles of sections are inserted for convenience and shall not affect the meaning or construction of the Plan.

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Article III. Participation And Service

3.1Eligibility to Participate.

(a)Eligibility Prior to February 2, 1992. Each Eligible Employee who was a Participant in the Plan on December 31, 1988 shall continue as a Participant on January 1, 1989 if he is still employed on that date. Each other Eligible Employee shall commence participation in the Plan on the Entry Date coincident with or next following attainment of age 21 and completion of one Year of Service.

(b)Eligibility After February 1, 1992. Any individual hired or rehired by the Employer or an Affiliate on or after February 2, 1992, shall not be eligible to commence or resume participation in the Plan. Notwithstanding any provision of this Plan to the contrary, any individual whose employment status as of February 1, 1992, is covered by the terms of a collective bargaining agreement that does not provide for participation in the Plan and whose employment status changes on or after February 2, 1992 so that he is no longer covered by a collective bargaining agreement that does not provide for participation in the Plan, shall not be eligible to participate in the Plan.

3.2Cessation of Participation. An Eligible Employee shall cease to be a Participant upon the earliest of:  (a) the date on which he retires under the retirement provisions of the Plan; (b) the date on which he ceases to satisfy the eligibility requirements of Section 3.1; or (iii) the date on which his employment Terminates for any reason including death, or Disability.

3.3Changes in Status and Transfers to Affiliates.

(a)An Employee who transfers from an Affiliate to the Employer and becomes an Eligible Employee or an Employee of the Employer who becomes an Eligible Employee shall be eligible to participate in the Plan on the date as of which he has satisfied the eligibility requirements of Section 3.1. He shall commence participation in the Plan on the later of his transfer or change in status or the Entry Date next following the date he has satisfied the eligibility requirements of Section 3.1.

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(b)A Participant’s status as such under the Plan shall be changed, as provided below, upon and after the occurrence of:

(1)In the case of a Participant whose employment was not covered by a collective bargaining agreement at the time the Participant became such, the date as of which the Participant’s employment becomes covered by a collective bargaining agreement that excludes such individual from participation in this Plan;

(2)The date as of which a Participant becomes a Leased Employee; or

(3)The date as of which a Participant is transferred to or hired by an Affiliate.

(c)The Participant’s status under the Plan upon and after the occurrence of one of the above events shall be modified as follows:

(1)The Participant’s Accrued Annual Pension shall not be increased or decreased thereafter by reason of the Participant’s continued employment with the Employer or with an Affiliate or by reason of any increases or decreases in Compensation after such date;

(2)The Participant will remain eligible for the benefits provided by Article IV, if at the time his employment with the Employer or an Affiliate ceases, he has satisfied the age, service and other requirements of this Plan for such benefits; and

(3)The Participant will continue to be credited with additional Years of Service if he continues to be employed by the Employer or an Affiliate except as otherwise provided for under the Plan.

3.4Reemployment. A Participant who Terminated employment with the Employer and is reemployed by the Employer shall again be eligible to become a Participant on the date he again performs an Hour of Service for the Employer. A former Eligible Employee who is reemployed by the Employer prior to incurring five consecutive one year Breaks in Service, shall become eligible to become a Participant on the Entry Date he has satisfied the age and service requirements of Section 3.1 or the date he is reemployed by the Employer, if later. A former Eligible Employee who is reemployed after incurring five consecutive one year Breaks in

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Service shall be treated as a new Eligible Employee and must meet the requirements of Section 3.1 for purposes of eligibility to participate.

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Article IV. Plan Benefits

4.1Normal Retirement. A Participant may retire on his Normal Retirement Date.

Each Participant who retires on his Normal Retirement Date, and who has not received benefits, under other provisions of the Plan, shall be entitled to receive the greater of a Normal Annual Pension or an Accrued Annual Pension determined as of any previous date on which the Participant was eligible for early retirement pursuant to Section 4.3. Any Former Participant whose rights and interests in the Plan are vested, and who has not received benefits under other provisions of the Plan, shall be entitled to receive an Accrued Annual Pension commencing on his Normal Retirement Date and continuing during his lifetime.

The Plan may suspend the benefits of a Participant who continues in the service of the Employer after Normal Retirement Date, provided that if such Participant is an Eligible Employee, such Eligible Employee receives payment from the Employer for 80 Hours of Service during a calendar month. Any Participant whose Normal Annual Pension is suspended shall be notified in writing by personal delivery or first class mail during the first month or payroll period for which payment of benefits is suspended.

The Normal Annual Pension payable to each Participant or Former Participant shall be equal to .008 of the Participant’s Final Average Compensation, multiplied by his Years of Credited Service, multiplied by 12.

Notwithstanding the foregoing, in no event shall (i) a Participant’s monthly benefit hereunder exceed $1,666.67; nor (ii) a Participant’s monthly benefit hereunder be less than his Accrued Annual Pension as of December 31, 1988, (with Final Average Compensation and Years of Credited Service determined as of such date) without the limitations on Compensation that became effective on January 1, 1989.

In addition, the monthly benefit payable to any Participant who is employed by the Employer on or after January 1, 1994 shall not be less than his Accrued Annual Pension determined as of December 31, 1993, (with Final Average Compensation and Years of Credited

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Service determined as of such date) based on the limitations on Compensation that were in effect under section 401(a)(17) of the Code prior to January 1, 1994.

A Participant or Former Participant to whom Article XIII of the Plan relates, shall receive the greater of the benefit described in this Section 4.1 or the benefit set forth in Section 13.2.

Effective as of December 31, 1996, the Normal Annual Pensions of all Participants under the Plan shall be frozen and no additional benefits shall accrue after that date.

4.2Deferred Retirement. A Participant who continues in employment beyond his Normal Retirement Date may retire on the first day of any succeeding calendar month that coincides with or next follows the month in which his actual retirement occurs. A Participant’s deferred retirement benefit shall be determined either under (a) or (b), whichever produces the greater benefit:

(a)by continuing to apply the formula set forth in Section 4.1 to his Compensation and Years of Credited Service after his Normal Retirement Date; or

(b)by applying an actuarial adjustment to the Normal Annual Pension as of the end of the immediately preceding Plan Year, determined on a year-by-year basis in accordance with Prop. Treas. Reg. Section 1.411(b)-2(b)(2).

4.3Early Retirement. By written notice delivered to the Administrative Committee before the date his pension is to commence, effective January 1, 1989, a Participant who has attained Early Retirement Date and whose employment Terminates on or after January 1, 1989, may elect to receive an early retirement pension after Termination. In such event he shall be entitled to either:

(a)A deferred pension commencing at his Normal Retirement Date equal to the Accrued Annual Pension determined on the basis of his Compensation and Years of Credited Service to the date of his early retirement hereunder; or

(b)A pension commencing as of the first day of any month coincident with or next following his Early Retirement Date which is equal to the Actuarial Equivalent of the benefit calculated under Section 4.1 payable at the Participant’s Normal Retirement Date.

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4.4Disability Benefit. A Participant who becomes Disabled shall be eligible to receive a pension commencing at his Normal Retirement Date in an amount equal to his Accrued Annual Pension, determined as of his Disability Date. In lieu of the foregoing, a Participant may elect to receive his Accrued Annual Pension as of the first day of any month following his Disability, which shall be the Actuarial Equivalent of the Participant’s benefit payable at his Normal Retirement Date.

4.5Termination Benefit. A Participant who Terminates his employment with a vested interest in his Accrued Annual Pension shall be eligible to receive his benefit in accordance with Section 4.1 or Section 4.3, as applicable. A Former Participant who Terminated employment on or after January 1, 1989 who met the service requirement for early retirement when he Terminated employment, may elect to receive an early retirement pension as of the first day of any month coincident with or next following attainment of age 55.

4.6Form of Payments.

(a)Single Participants. If a Participant or Former Participant is single on the Annuity Starting Date, the normal form of payment, unless elected otherwise, shall be a single life annuity with payments guaranteed for 120 months.

(b)Married Participants. If a Participant or Former Participant is married on the Annuity Starting Date, the normal form of payment, unless elected otherwise, with the consent of the Participant’s or Former Participant’s Spouse, pursuant to subsection (d), shall be a qualified joint and survivor annuity, which shall be the Actuarial Equivalent of the normal form for single Participants described in Section 4.6(a), as applicable, payable for life to the Participant or Former Participant and thereafter, for the life of the Participant’s or Former Participant’s Surviving Spouse in an amount equal to 50% of the amount that was payable to the Participant or Former Participant.

(c)Notice and Information to Participants. The Administrative Committee shall furnish each Participant or Former Participant, not more than 180 days and not less than 30 days prior to his Annuity Starting Date, with the following information regarding benefits payable under the Plan in written nontechnical language:

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(1)A general description or explanation of the automatic post-retirement Spouse’s benefit described in Section 4.6(b) and single life annuity benefit with payments guaranteed for 120 months described in Section 4.6(a) and notification of the Participant’s or Former Participant’s right to waive the right to receive his benefits in a qualified joint and survivor annuity or single life annuity with payments guaranteed for 120 months and the right to make or revoke a previous election to waive the qualified joint and survivor annuity or single life annuity with payments guaranteed for 120 months.

(2)A general explanation of the relative values of each form of benefit available under the Plan and the relative financial effect on a Participant’s or Former Participant’s benefits of any of the foregoing elections.

(3)Notification of the availability, upon written request of a Participant or Former Participant of an explanation of the financial effect of any of the foregoing elections upon the requesting Participant’s or Former Participant’s benefits under the Plan and notification that each Participant or Former Participant may make only one such request.

(4)A general explanation of the rights of a Participant’s or Former Participant’s Spouse.

(5)if the Participant or Former Participant requests an Annuity Starting Date prior to his Normal Retirement Date, notification of the Participant’s or Former Participant’s right to defer commencement of his benefit until his Normal Retirement Date and the consequences of failing to defer payment until a later payment date.

Notwithstanding the foregoing, the Participant’s or Former Participant’s Annuity Starting Date may precede or be fewer than 30 days after the explanation described in this Section is provided if:

(A)the Participant or Former Participant is given notice of his right to a 30-day period in which to consider whether to (1) waive the normal form of benefit and elect an optional form and (2) to the extent applicable, consent to the distribution;

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(B)the Participant or Former Participant affirmatively elects a distribution and a form of benefit and the Spouse, if necessary, consents to the form of benefit elected;

(C)the Participant or Former Participant is permitted to revoke his affirmative election at any time prior to his Annuity Starting Date or, if later, the expiration of a 7-day period beginning on the day after the explanation described in this Section is provided to the Participant or Former Participant;

(D)the Annuity Starting Date is after the earlier of (1) the date the Administrative Committee receives written notice of the Participant’s or Former Participant’s intent to begin receiving benefits or (2) the date the explanation described in this Section is provided to the Participant or Former Participant;

(E)the distribution to the Participant or Former Participant does not commence before the expiration of the 7-day period described in paragraph (C) above; and

(F)for Annuity Starting Dates on or after January 1, 2006, if the Annuity Starting Date precedes the date on which the explanation described in this Section is provided (i) monthly payments to the Participant or Former Participant shall equal the monthly payments the Participant or Former Participant would have received had the Participant or Former Participant actually begun to receive payments on the Annuity Starting Date; (ii) the Participant or Former Participant shall receive a make-up payment to reflect the payments that should have been made during the period beginning on the Participant’s Annuity Starting Date and ending on the date the Participant begins to receive payments (with an adjustment for interest); (iii) for purposes of Section 4.6(e), the identity of the Participant’s Spouse shall be determined as of the date benefits commence, except as otherwise provided in a qualified domestic relations order under section 414(p) of the Code; (iv) either (I) the Participant’s or Former Participant’s Spouse, determined as of the date benefits commence, consents to the distribution, or (II) death benefits payable to the spouse under the form of distribution elected by the Participant or Former Participant shall not be less than the death benefits that would be paid to the Spouse under the fifty percent (50%) joint and survivor annuity described in Section 4.6(b)

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that commences after the date on which the Participant or Former Participant receives the explanation described in this Section; (v) the distribution satisfies the requirements of section 415 of the Code as of (I) the Annuity Starting Date and (II) unless the distribution commences less than 12 months after the Annuity Starting Date and the form of pension is subject to the valuation rules of section 417(e)(3) of the Code, the date the distribution commences; and (vi) the distribution satisfies the requirements of section 417(e)(3) of the Code as of the Annuity Starting Date; provided, however, that if the form of pension, determined as of the Annuity Starting Date, is subject to section 417(e)(3) of the Code, the distribution shall not be less than the Actuarial Equivalent of the benefit determined as of the date the distribution commences using the interest rate and mortality table used to calculate lump sum payments under the Plan.

(d)Election and Revocation of Spouse’s Annuities. A Participant or Former Participant who is entitled to receive his benefits or Spouse’s benefits in the form described in Section 4.6(a) or (b) may elect to receive such benefits in any other form permitted by the Plan by giving written notification to the Administrative Committee during the election period of his intent to receive his benefits in such other form.

Any election to waive the qualified joint and survivor annuity under Section 4.6(b) shall not take effect unless the Spouse of the Participant or Former Participant consents in writing to such election and the Spouse’s consent acknowledges the effect of such election and is witnessed by a notary public or a representative of the Administrative Committee. The requirements with respect to spousal consent may be waived if it is established to the satisfaction of the Administrative Committee that the consent may not be obtained because there is no Spouse or because the Spouse cannot be located or because of such other circumstances as may be prescribed by regulation. Any consent necessary under this provision will be irrevocable and valid only with respect to the Spouse who signs the consent.

Any election made under this Section may be revoked by the Participant or Former Participant during the specified election period. Such revocation shall be effected by written notification to the Administrative Committee. Following such revocation, another election under this Section may be made at any time during the specified election period. A

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revocation of a prior waiver may be made at any time by a Participant or Former Participant without the consent of the Spouse before the Annuity Starting Date.

Any actual or constructive election under this paragraph (d) having the effect of providing a Spouse’s benefit shall automatically be revoked if the electing person ceases to have a Spouse during the election period. However, if the electing person subsequently remarries, the spousal consent requirements will automatically be reinstated at that time.

(e)Optional Forms. In lieu of the normal form of benefit set forth in Sections 4.6(a) and (b), a Participant or Former Participant may elect one of the optional forms of payment described below. All optional forms of payment shall be the Actuarial Equivalent of the normal form for single Participants set forth in Section 4.1, determined as of the Annuity Starting Date.

(1)Life Annuity Option Guaranteed for 120 months. A Participant or Former Participant may elect to have his pension paid in the form of a straight life annuity with payments guaranteed for 120 months. Under such annuity, payments will be made monthly during the Participant’s or Former Participant’s lifetime in an amount equal to the Participant’s or Former Participant’s Normal Annual Pension or Accrued Annual Pension. If the Participant or Former Participant should die before receiving 120 months of payments, the remaining payments shall be payable to a Beneficiary designated by such Participant or Former Participant for the remainder of the guaranteed period.

(2)Life Annuity Option. A Participant or Former Participant may elect to have his pension paid in the form of a straight life annuity. Under such annuity, payments will be made monthly during the Participant’s or Former Participant’s lifetime in an amount equal to the Participant’s or Former Participant’s Normal Annual Pension or Accrued Annual Pension.

(3)75% Joint and Survivor Annuity.  A married Participant or Former Participant may elect to have his pension paid in the form of a 75% joint and survivor annuity, which shall be the Actuarial Equivalent of the normal form for single Participants described in Section 4.6(a) payable for life to the Participant or Former Participant and,

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thereafter, for the life of the Participant’s or Former Participant’s Surviving Spouse in an amount equal to 75% of the amount that was payable to the Participant or Former Participant.

(4)Additional Options. A Participant or Former Participant to whom the provisions of Article XIII apply may elect to have his Normal Annual Pension or Accrued Annual Pension paid in the forms set forth therein.

Any election of an optional form of payment may be revoked by the Participant or Former Participant prior to the first day on which such optional form is scheduled to be paid.

If the Surviving Spouse or other joint annuitant, whichever is applicable, dies before the first day on which an optional form is scheduled to be paid, the optional form is replaced by the normal form that would have been paid absent the election of an optional form.

Any election of an optional form of benefit provided shall provide that any death benefit payable hereunder shall comply with the incidental death benefit requirements of section 401(a)(9)(G) of the Code and regulations thereunder.

4.7Death Prior to the Annuity Starting Date. If a Participant or Former Participant dies prior to the Annuity Starting Date, a death benefit may be payable under the circumstances described below.

(a)On the death of a vested Participant or Former Participant who has reached his Early Retirement Date, his Spouse shall, if his Spouse has survived him and they have been married through the one-year period ending on the date of death, be entitled to receive immediately a monthly benefit equal to one-half (1/2) of the Participant’s Accrued Annual Pension or Normal Annual Pension determined as of the date of his death, payable as a qualified joint and 50% survivor annuity set forth in Section 4.6(b) and reduced for early payment, as applicable, in accordance with Section 4.3.

(b)On the death of a vested Participant or Former Participant who has not reached his Early Retirement Date, but who is entitled to a vested interest in his Accrued Annual Pension, his Spouse shall, if his Spouse has survived him and they have been married through the one-year period ending on the date of death, be entitled to receive a monthly benefit, payable on the Participant’s earliest retirement date under the Plan, equal to one-half (1/2) of the Participant’s Accrued Annual Pension determined as of the date of his death, payable as a

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qualified joint and 50% survivor annuity set forth in Section 4.6(b) and reduced for early payment, as applicable, in accordance with Section 4.3.

(c)A Participant’s or Former Participant’s Surviving Spouse shall have the right to elect to defer payment of the Spouse’s survivor benefit until the date the Participant would have reached his Normal Retirement Date, had he lived.

4.8Form of Pension Payments. Payments shall be paid monthly as of the first of the month, except that the Administrative Committee shall direct that payments which would otherwise be less than $20 per month be made quarterly, semi-annually or annually.

4.9Restrictions and Limitations on Distributions. Distribution of benefits to a Participant or Former Participant must commence no later than April 1 of the calendar year following the calendar year in which the Participant or Former Participant attains age 70½; provided, however, that distribution to a Participant or Former Participant who attained age 70½ before January 1, 1988 and is not a five percent owner as defined in section 416(i) of the Code (with respect to the Plan Year ending in the calendar year in which the Participant or Former Participant attains age 66½ or any succeeding Plan Year) must commence no later than April 1 of the calendar year following the later of the calendar year in which the Participant or Former Participant attains age 70½ or the calendar year in which the Participant or Former Participant retires.

To the extent a Participant continues to accrue additional benefits, his Accrued Annual Pension shall be redetermined annually to include such additional accruals, but shall not be offset by the Actuarial Equivalent value of any payments previously made. The Annuity Starting Date of such Participant shall be deemed to occur at the date the first payment required by this Section is due to be paid. Any additional accruals after benefits commence hereunder shall be paid in accordance with the election made by the Participant pursuant to Section 4.6.

Any Participant who attains age 70½ prior to January 1, 2000, who commenced to receive his benefits pursuant to the foregoing provisions while still employed by the Employer, will continue to be paid in accordance with the forgoing.

Effective with respect to any Participant who attains age 70½ on or after January 1, 2000, distribution of benefits to a Participant or Former Participant shall commence

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no later than April 1 of the calendar year following the calendar year in which occurs the later of the Participant’s or Former Participant’s attainment of age 70½ or the Participant’s or Former Participant’s retirement; or at the election of the Participant no later than April 1 of the calendar year following the calendar year in which the Participant or Former Participant attains age 70½. Any election that a Participant makes to either commence payment as of the April 1 following the calendar year in which he attains age 70½; or to defer payment until no later than the April 1 following the calendar year in which he retires, if later, shall be irrevocable.

Effective January 1, 2000, the Normal Annual Pension of any Participant who retires in a calendar year after the calendar year in which he attains age 70½, shall be actuarially adjusted to reflect the delay, if any, in payment for the period beginning with the April 1 following the calendar year in which the Participant attained age 70½; or January 1, 2000, if later, and ending with the date on which the Participant’s or Former Participant’s Normal Annual Pension commences to be paid.

The actuarial increase shall not be less than the Actuarial Equivalent of the Participant’s Normal Annual Pension that would have been payable as of the April 1 following the calendar year in which the Participant attained age 70½; plus the Actuarial Equivalent of any additional benefits accrued by the Participant after that date; reduced by the Actuarial Equivalent of any distribution made with respect to the Participant’s retirement benefits after that date. The Annuity Starting Date of such Participant shall be deemed to occur when benefits commence to be paid to the Participant.

4.9AMinimum Distribution Requirements.  Notwithstanding anything in this Section 4.9A to the contrary, this Section 4.9A is not intended to defer the timing of distribution beyond the date otherwise required under the Plan or to create any benefits (including but not limited to death benefits) or distribution forms that are not otherwise offered under the Plan.

(a)Participants and Beneficiaries shall be subject to the following minimum distribution requirements for distributions being paid for calendar years beginning on or after January 1, 2003:

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(1)General Rules.

(A)Precedence. The requirements of this subsection (1) will take precedence over any inconsistent provisions of the Plan.

(B)Requirements of Treasury Regulations Incorporated. All distributions required under this subsection (1) will be determined and made in accordance with the Treas. Reg. under section 401(a)(9) of the Code.

(C)TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this subsection (1), other than this subparagraph (C), distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(2)Time and Manner of Distribution.

(A)Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

(B)Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(I)If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

(II)If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(III)If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire

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interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(IV)If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this subparagraph (B), other than clause (I) herein, will apply as if the surviving spouse were the Participant.

For purposes of this paragraph (2) and paragraph (5), distributions are considered to begin on the Participant’s required beginning date (or, if clause (IV) herein applies, the date distributions are required to begin to the surviving Spouse under clause (I) herein). If annuity payments irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under clause (I) herein), the date distributions are considered to begin is the date distributions actually commenced.

(C)Form of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made in accordance with paragraphs (3), (4) and (5) of this subsection (a). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations. Any part of the Participant’s interest which is in the form of an individual account described in section 414(k) of the Code will be distributed in a manner satisfying the requirements of section 401(a)(9) of the Code and the Treasury regulations that apply to individual accounts.

(3)Determination of Amount to be Distributed Each Year.

(A)General Annuity Requirements. If the Participant’s interest is paid in the form of annuity distributions under the Plan, payments under the annuity will satisfy the following requirements:

(I)The annuity distributions will be paid in periodic payments made at intervals not longer than one year;

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(II)The distribution period will be over a life (or lives) or over a period certain not longer than the period described in paragraphs (4) or (5);

(III)Once payments have begun over a period certain, the period certain will not be changed even if the period certain is shorter than the maximum permitted; and

(IV)Payments will either be nonincreasing or increase only as follows:

(i)By an annual percentage increase that does not exceed the annual percentage increase in a cost-of-living index that is based on prices of all items and issued by the Bureau of Labor Statistics;

(ii)To the extent of the reduction in the amount of the Participant’s payments to provide for a survivor benefit upon death, but only if the Beneficiary whose life was being used to determine the distribution period described in paragraph (4) dies or is no longer the Participant’s Beneficiary pursuant to a qualified domestic relations order within the meaning of section 414(p) of the Code;

(iii)To provide cash refunds of employee contributions upon the Participant’s death; or

(iv)To pay increased benefits that result from a Plan amendment.

(B)Amount Required to be Distributed by Required Beginning Date. The amount that must be distributed on or before the Participant’s required beginning date (or, if the Participant dies before distributions begin, the date distributions are required to begin under subparagraphs (2) (A) or (B)) is the payment that is required for one payment interval. The second payment need not be made until the end of the next payment interval even if that payment interval ends in the next calendar year. Payment intervals are the periods for which payments are received, e.g., bi-monthly, monthly, semi-annually, or annually. All of the Participant’s benefit accruals as of the last day of the first distribution calendar year will be included in the calculation of the amount of the annuity payments for payment intervals ending on or after the Participant’s required beginning date.

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(C)Additional Accruals After First Distribution Calendar Year. Any additional benefits accruing to the Participant in a calendar year after the first distribution calendar year will be distributed beginning with the first payment interval ending in the calendar year immediately following the calendar year in which such amount accrues.

(4)Requirements For Annuity Distributions That Commence During Participant’s Lifetime.

(A)Joint Life Annuities Where the Beneficiary Is Not the Participant’s Spouse. If the Participant’s interest is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a nonspouse Beneficiary, annuity payments to be made on or after the Participant’s required beginning date to the designated Beneficiary after the Participant’s death, must not at any time exceed the applicable percentage of the annuity payment for such period that would have been payable to the Participant using the table set forth in Q&A-2 of Treas. Reg. section 1.401(a)(9)-6. If the form of distribution combines a joint and survivor annuity for the joint lives of the Participant and a nonspouse Beneficiary and a period certain annuity, the requirement in the preceding sentence will apply to annuity payments to be made to the designated beneficiary after the expiration of the period certain.

(B)Period Certain Annuities. Unless the Participant’s Spouse is the sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain for an annuity distribution commencing during the Participant’s lifetime may not exceed the applicable distribution period for the Participant under the Uniform Lifetime Table set forth in Treas. Reg. section 1.401(a)(9)-9 for the calendar year that contains the annuity starting date. If the annuity starting date precedes the year in which the Participant reaches age 70, the applicable distribution period for the Participant is the distribution period for age 70 under the Uniform Lifetime Table set forth in Treas. Reg. section 1.401(a)(9)-9 plus the excess of 70 over the age of the Participant as of the Participant’s birthday in the year that contains the annuity starting date. If the Participant’s Spouse is the Participant’s sole designated Beneficiary and the form of distribution is a period certain and no life annuity, the period certain

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may not exceed the longer of the Participant’s applicable distribution period, as determined under this subparagraph (B), or the joint life and last survivor expectancy of the Participant and the Participant’s spouse as determined under the Joint and Last Survivor Table set forth in Treas. Reg. section 1.401(a)(9)-9, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the calendar year that contains the annuity starting date.

(5)Requirements For Minimum Distributions Where Participant Dies Before Date Distributions Begin.

(A)Participant Survived by Designated Beneficiary. If the Participant dies before the date distribution of his or her interest begins and there is a designated Beneficiary, the Participant’s entire interest will be distributed, beginning no later than the time described in subparagraphs (2)(A) or (B), over the life of the designated Beneficiary or over a period certain not exceeding:

(I)Unless the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year immediately following the calendar year of the Participant’s death; or

(II)If the annuity starting date is before the first distribution calendar year, the life expectancy of the designated Beneficiary determined using the Beneficiary’s age as of the Beneficiary’s birthday in the calendar year that contains the annuity starting date.

(B)No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(C)Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the Participant dies before the date distribution of his or her interest begins, the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, and the surviving Spouse dies before distributions to the surviving spouse begin, this paragraph (5)

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will apply as if the surviving spouse were the Participant, except that the time by which distributions must begin will be determined without regard to subparagraph (2)(A).

(6)Definitions.

(A)Designated Beneficiary. The individual who is designated as the Beneficiary under Section 4.6 of the Plan and is the designated Beneficiary under section 401(a)(9) of the Code and Treas. Reg. section 1.401(a)(9)-1, Q&A-4.

(B)Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin pursuant to paragraph (2).

(C)Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. Reg. section 1.401(a)(9)-9.

(D)Required beginning date. The date specified in Section 4.9 of the Plan.

(b)If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in paragraphs 2(A) and (B) of this Section , but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant, but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant. This election will apply to cash-out amounts payable under Section 4.11 and to any lump sum death benefit payable under Section 13.5 of the Plan.

(c)Notwithstanding anything in the Plan to the contrary, effective with respect to distributions made under the Plan for calendar years beginning on or after January 1, 2006, the form and the timing of all distributions under the Plan shall be in accordance with

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regulations issued by the Department of the Treasury under section 401(a)(9) of the Code, including the incidental death benefit requirements of section 401(a)(9)(G) of the Code.  The Plan shall apply the minimum distribution requirements of section 401(a)(9) of the Code in accordance with the final regulations under section 401(a)(9) that were published on April 17, 2002 and June 15, 2004, as set forth in Treas. Reg. § 1.401(a)(9)-2 through 1.401(a)(9)-9.

4.10Restrictions on Death Distributions. Distributions pursuant to the death of a Participant or Former Participant shall be distributed no later than December 31 of the calendar year in which occurs the fifth anniversary of the Participant’s or Former Participant’s death. However, if such distribution had already commenced in the form of payments over a period permitted by Section 4.5, the remaining benefits may be distributed over such period.

The first sentence of the preceding paragraph shall not apply if either condition of (a) or (b) as set forth below are satisfied:

(a)If the Participant’s or Former Participant’s designated Beneficiary is the Surviving Spouse of such Participant or Former Participant, such distribution shall not be required to begin prior to the later of (i) December 31 of the calendar year following the calendar year in which the Participant or Former Participant died, or (ii) December 31 of the calendar year in which the Participant or Former Participant would have attained age 70½, and at such time may be distributed over the life of such Spouse (if the Surviving Spouse dies prior to commencement of distributions to such Spouse, then this subsection (a) shall be applied as if the Surviving Spouse were the Participant or Former Participant);

(b)If the Participant’s or Former Participant’s distribution, or any portion thereof, is payable to a designated Beneficiary, such distribution or portion thereof may be distributed in accordance with regulations over the life of such designated Beneficiary if such distribution or portion thereof begins not later than December 31 of the calendar year in which occurs the first anniversary of the Participant’s or Former Participant’s death. For purposes of subsections (a) and (b), life expectancy shall be calculated in accordance with the provisions of section 72 of the Code.

Any amount payable to a child pursuant to the death of a Participant or Former Participant shall be treated as if it were payable to the Participant’s or Former Participant’s

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Surviving Spouse if such amount would become payable to the Surviving Spouse upon such child reaching majority (or other designated event permitted by regulations).

4.11Cash-Out of Small Benefits.

(a)Notwithstanding any other provision of the Plan, for distributions made on or after March 28, 2005, if the Actuarial Equivalent value of the vested Accrued Annual Pension or Normal Annual Pension payable as a single life annuity with payments guaranteed for 120 months payable to a Participant or Former Participant does not exceed $1,000, such benefit shall be paid in a single sum as soon as practicable after the Participant’s Termination.  A distribution pursuant to this subsection (a) shall not require the consent of the Participant or the consent of his Spouse.

(b) For distributions made on or after March 28, 2005, a Participant who Terminates for any reason other than on account of death shall be eligible for a voluntary single sum payment of the Actuarial Equivalent of his vested Accrued Annual Pension or Normal Annual Pension under the Plan as set forth in this subsection (b).  If the Actuarial Equivalent value of the vested Accrued Annual Pension or Normal Annual Pension payable as a single life annuity with payments guaranteed for 120 months payable to a Participant or Former Participant is more than $1,000, but equal to or less than $5,000, determined as of the Participant’s date of Termination, the Participant shall be eligible to elect to receive payment of his vested Accrued Annual Pension or Normal Annual Pension in a single sum as settlement of all liabilities of the Plan in connection with the Participant in accordance with this Section 4.11(b), provided that such payment is made no later than the last day of the Plan Year following the Plan Year in which the Participant’s Termination occurred.

(c)For distributions made on or after March 28, 2005, notwithstanding any other provision of this Article IV, the Actuarial Equivalent value of the Spouse’s death benefit payable to the Spouse of a Participant or Former Participant pursuant to Section 4.7 shall be distributed to such Spouse as soon as practicable following the Participant’s or Former Participant’s death if such Actuarial Equivalent value is $5,000 or less.

(d)Notwithstanding any other provision of the Plan, if a Participant has attained his Normal Retirement Age and the Actuarial Equivalent value of the vested

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Accrued Annual Pension or Normal Annual Pension payable as a single life annuity with payments guaranteed for 120 months payable to a Participant or Former Participant does not exceed $5,000, such vested benefit shall be paid in a single sum as soon as administratively practicable following the later of the Participant’s Termination or attainment of Normal Retirement Age.  A distribution pursuant to this subsection (d) shall not require the consent of the Participant or the consent of his Spouse.

(e)A Participant who has a zero vested interest in his Accrued Annual Pension shall be deemed to have received a distribution of his Accrued Annual Pension immediately upon his Termination of employment.

4.12Rollovers from the Plan.  A Distributee may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee, in a Direct Rollover.

Effective January 1, 2010, any distribution of benefits to the beneficiary of a deceased Participant who is not the surviving spouse of the Participant may be transferred in a direct trustee-to-trustee transfer to an individual retirement account or annuity under sections 408(a) and (b) of the Code established for the purpose of receiving such distribution and which will be treated as an inherited IRA pursuant to the provisions of section 402(c)(11) of the Code, if such distribution otherwise meets the requirements set forth in subsection (b) above.  Such direct rollover of a distribution by a nonspouse Beneficiary shall be treated as an eligible rollover distribution only for purposes of section 402(c) of the Code.  Eligible retirement plan shall include an individual retirement account or annuity under sections 408(a) and (b) of the Code established for the purpose of receiving a distribution that is rolled over from a nonspouse Distributee, but only if the conditions set forth herein above are satisfied.  Distributee shall include a nonspouse beneficiary, but only if the conditions set forth above are satisfied.

Effective January 1, 2008, a “qualified rollover contribution” as described in section 408A(e) of the Code may be made from the Plan to a Roth IRA in a Direct Rollover subject to the rules and provisions set forth in section 408A(e) of the Code and any regulations issued thereunder.

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4.13Payments to an Alternate Payee.

(a)Payments to an Alternate Payee pursuant to a qualified domestic relations order under section 414(p) of the Code shall not be made prior to the date that the Participant or Former Participant has reached or would have reached his earliest retirement date under the Plan, except for any small payments provided under subsection (b).

(b)In the event that the Actuarial Equivalent single sum value of the benefit payable to an Alternate Payee pursuant to a qualified domestic relations order under section 414(p) of the Code does not exceed $5,000, such amount shall be paid to such Alternate Payee in a single sum as soon as practicable following the Administrative Committee’s receipt of the order and verification of its status as a qualified domestic relations order under section 414(p) of the Code.

4.14Military Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to Qualified Military Service shall be provided in accordance with section 414(u) of the Code.

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Article V. Vesting

5.1Vesting Schedule. A Participant’s right to a Normal Annual Pension or an Accrued Annual Pension shall be fully vested and nonforfeitable if he is living and employed by the Employer or an Affiliate on his Normal Retirement Age. Prior thereto, the rights and interests of a Participant or Former Participant in and to his Accrued Annual Pension under the Plan shall become fully vested and nonforfeitable in accordance with the following schedule:

Years of Service	Vested Percentage		Forfeited Percentage
less than 5 years	0	%	100	%
5 years of more	100	%	0	%

Each Participant who is employed on December 31, 1996 shall be 100% vested in his Accrued Annual Pension, which he had accrued as of December 31, 1996.

5.2Forfeitures. Notwithstanding Section 5.1, and except as otherwise provided under the Plan, a Participant’s or Former Participant’s rights and interests in the Plan, shall be forfeited, if prior to full vesting under Section 5.1, he dies before Normal Retirement Date or actual retirement date, whichever is later. All forfeitures shall occur immediately upon Termination of employment and shall not be used to increase the benefits of any Participant.

5.3Reemployment.

(a)Upon the reemployment of a Participant who was vested when he Terminated employment, his Years of Service and Years of Credited Service shall be reinstated as of his date of reemployment.

(b)Upon the reemployment of a Participant or Employee who was not vested when he Terminated employment, his Years of Service and Years of Credited Service shall be reinstated as of his date of reemployment unless the number of his consecutive One-Year Breaks in Service equals or exceeds the greater of five years or the number of his Years of Service with which he was credited prior to such consecutive One-Year Breaks in Service.

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Article VI. Funding

6.1Contributions by Employer. The Employer shall contribute to the Fund on account of each Plan Year an aggregate amount, in cash or other property, determined pursuant to a funding method and actuarial assumptions, which shall be selected by the Administrative Committee, and which shall be, in the opinion of an Actuary who shall be appointed by the Administrative Committee, designed to fund the Plan’s benefits on a sound actuarial basis. Such amount shall also be sufficient to satisfy the Plan’s “minimum funding standard” within the meaning of the Code for that Plan Year. The Employer’s contribution for each Plan Year shall be made no later than the time permitted under the Code and regulations promulgated by the Secretary of the Treasury.

6.2Insurance. The Employer may enter into a contract or contracts with an insurance company, qualified to perform services under the laws of more than one state, which shall become part of this Plan, for purposes of providing the benefits and funding the Plan.

6.3Investment Policies. The investment policies of the Plan shall be established and may be changed at any time by the Administrative Committee, which shall thereupon communicate such policies to any persons having authority to manage the Plan’s assets. The Investment Manager shall have the authority to invest in any collective investment fund maintained exclusively for the investment of assets of exempt, qualified employee benefit trusts. The assets so invested shall be subject to all the provisions of the instrument establishing such collective investment fund, as amended from time to time, which is hereby incorporated herein by reference and deemed to be an integral part of the Plan and corresponding Trust.

The Administrative Committee, whose membership is to be determined by the Board, is the named fiduciary to act on behalf of the Company in the management and control of the Plan assets and to establish and carry out a funding policy consistent with the Plan objectives and with the requirements of any applicable law. The Administrative Committee shall carry out the Company’s responsibility and authority:

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(a)To appoint as such term is defined in Section 3(38) of ERISA, one or more persons to serve as Investment Manager with respect to all or part of the Plan assets, including assets maintained under separate accounts of an insurance company;

(b)To allocate the responsibilities and authority being carried out by the Administrative Committee among the members of the Administrative Committee.

(c)To take any action appropriate to assure that the Plan assets are invested for the exclusive purpose of providing benefits to Participant and their Beneficiaries in accordance with the Plan and defraying reasonable expenses of administering the Plan, subject to the requirements of any applicable law.

(d)To establish any rules it deems necessary. The Administrative Committee including each member and former member to whom duties and responsibilities have been allocated, shall be indemnified and held harmless by the Employer with respect to any breach of alleged responsibilities performed or to be performed hereunder.

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Article VII. Amendment And Termination

7.1Amendments Generally. The Company, by action of the Board of Directors or to the extent indicated under Section 8.2, by the Administrative Committee, reserves the right to make from time to time any amendment or amendments to this Plan or Trust Agreement that do not cause any part of the Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants or Former Participants.

Except as may be permitted by ERISA or the Code, no amendment to the Plan shall decrease a Participant’s or Former Participant’s accrued benefits or eliminate an optional form of benefit as those terms are defined in the Code.

7.2Amendments to Vesting Schedule. Any future amendment to the Plan which alters the vesting schedule set forth in Section 5.1 or which affects a Participant’s nonforfeitable percentage in and to his rights and interests in benefits provided by Employer contributions shall be deemed to include the following terms:

(a)The vested percentage of a Participant applicable to his Accrued Annual Pension under the Plan determined as of the later of the date such amendment is adopted or the date such amendment becomes effective shall not be reduced unless the amendment is for purposes of conforming the Plan to requirements of the Code, or any other applicable law; and

(b)A Participant with at least three Years of Service on the later of the adoption or effective date of any amendment to the Plan may elect to have his nonforfeitable interest computed under the Plan without regard to such amendment. Such election must be made within 60 days from the later of date on which the amendment was adopted, the amendment was effective or the Participant was issued written notice of such amendment by the Administrative Committee.

7.3Termination, Discontinuance of Contributions or Curtailment. Subject to the provisions of Title IV of ERISA, the Plan may be terminated or curtailed, or the Employer’s obligation to contribute to the Fund may be discontinued, in whole or in part, at any time without the consent of any other person by action of the Board of Directors.

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7.4Distributions on Termination. In the event that the Plan is completely or partially terminated, the rights of all affected, actively employed Participants to their Accrued Annual Pensions to the date of such termination shall become fully vested and nonforfeitable only to the extent funded. The assets of the Plan available to provide benefits shall be allocated among the persons who are entitled or who may become entitled to benefits under the Plan, subject to and in the manner prescribed by the applicable provisions of Title IV of ERISA. Any other provision of the Plan to the contrary notwithstanding, if there remain any assets of the Plan after all liabilities of the Plan to Participants or Former Participants and their Beneficiaries have been satisfied or provided for, such residual assets shall thereupon be distributed to the Employer subject to and in accordance with Title IV of ERISA.

7.5Action by Company. Any action by the Company under the Plan shall be by a duly adopted resolution of the Board of Directors or by any person or persons duly authorized by a duly adopted resolution of that Board to take such action.

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Article VIII. Administration

8.1Duties and Responsibilities of Fiduciaries; Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration. A Fiduciary shall have only those specific powers, duties, responsibilities and obligations as are specifically given him under this Plan or the Trust. In general, the Employer, shall have the sole responsibility for making the contributions provided for under Section 6.1. The Board of Directors shall have the sole authority to appoint and remove the Trustee and the Administrative Committee and, except as provided in Section 8.2, to amend or terminate, in whole or in part, this Plan or the Trust. The Administrative Committee shall have the sole responsibility for the administration of this Plan, which responsibility is specifically described in this Plan and the Trust. The Administrative Committee also shall have the right to appoint and remove any Investment Manager which may be provided for under the Trust and to designate investment and funding policies under which the Trustee and any Investment Manager shall act, which provisions are described in Section 6.3. Except as provided in the Trust agreement and within the scope of any funding and investment policies designated by the Administrative Committee the Trustee shall have the sole responsibility for the administration of the Trust and the management of the assets held under the Trust. It is intended that each Fiduciary shall be responsible for the proper exercise of his own powers, duties, responsibilities and obligations under this Plan and the Trust and generally shall not be responsible for any act or failure to act of another Fiduciary. A Fiduciary may serve in more than one fiduciary capacity with respect to the Plan (including service both as Trustee and as a member of the Administrative Committee).

8.2Allocation of Duties and Responsibilities. The Administrative Committee shall be appointed by the Board of Directors and shall have the sole responsibility for actual administration of the Plan, as delegated by the Board of Directors. The Administrative Committee may also adopt amendments to the Plan, which upon advice of counsel, it deems necessary or advisable to comply with ERISA or the Code, or any other applicable law, or to facilitate the administration of the Plan. The Administrative Committee may designate persons

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other than their members to carry out any of its duties and responsibilities. Any duties and responsibilities thus allocated must be described in the written instrument. If any person other than an Eligible Employee of the Employer is so designated, such person must acknowledge in writing his acceptance of the duties and responsibilities thus allocated to him. All such instruments shall be attached to, and shall be made a part of, the Plan.

8.3Administration and Interpretation. Subject to the limitations of the Plan, the Administrative Committee shall have complete authority and control regarding the administration and interpretation of the Plan and the transaction of its business, and shall, from time to time, establish such rules as may be necessary or advisable in connection therewith. To the extent permitted by law, all acts and determinations of the Administrative Committee, as to any disputed question or otherwise, shall be binding and conclusive upon Participants, retired Participants, Employees, Spouses, Beneficiaries and all other persons dealing with the Plan. The Administrative Committee may deem its records conclusively to be correct as to the matters reflected therein with respect to information furnished by an Employee. All actions, decisions and interpretations of the Administrative Committee in administering the Plan shall be performed in a uniform and nondiscriminatory manner.

8.4Expenses. The Employer shall pay all expenses authorized and incurred by the Administrative Committee in the administration of the Plan except to the extent such expenses are paid from the Trust.

8.5Claims Procedure:

(a)Filing of Claim. Any Participant, Former Participant or Beneficiary under the Plan (“Claimant”), may file a written claim for a Plan benefit with the Administrative Committee or with a person named by the Administrative Committee to receive claims under the Plan.

(b)Notification on Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Claimant, he shall be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of benefits is based. In addition, it shall contain a description of any

46

additional material or information necessary for the Claimant to perfect a claim and an explanation of why such material or information is necessary. The notice shall also include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following receipt of an adverse benefit determination on review. Further, the notification shall provide appropriate information as to the steps to be taken if the Claimant wishes to submit his claim for review. This written notification shall be given to a Claimant within 90 days after receipt of his claim by the Administrative Committee unless special circumstances require an extension of time to process the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of said 90-day period and such notice shall indicate the special circumstances which make the postponement appropriate. Such extension shall not extend to a date later than 120 days after receipt of the request for review of a claim.

(c)Right of Review. In the event of a denial or limitation of benefits, the Claimant or his duly authorized representative shall be permitted to review pertinent documents and to submit to the Administrative Committee issues and comments in writing. In addition, the Claimant or his duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Administrative Committee provided, however, that such written request must be received by the Administrative Committee (or his delegate to receive such requests) within sixty days after receipt by the Claimant of written notification of the denial or limitation of the claim. The sixty day requirement may be waived by the Administrative Committee in appropriate cases.

(d)Decision on Review.

(i)A decision shall be rendered by the Administrative Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the Claimant (prior to the expiration of the initial 60 day period), for an additional 60 days, but in no event shall the decision be rendered more than 120 days after the receipt of such request for review.

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(ii)Notwithstanding subparagraph (i), if the Administrative Committee specifies a regularly scheduled time at least quarterly to review such appeals, a Claimant’s request for review will be acted upon at the specified time immediately following the receipt of the Claimant’s request unless such request is filed within 30 days preceding such time. In such instance, the decision shall be made no later than the date of the second specified time following the Administrative Committee’s receipt of such request. If special circumstances (such as a need to hold a hearing) require a further extension of time for processing a request, a decision shall be rendered not later than the third specified time of the Administrative Committee following the receipt of such request for review and written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The Administrative Committee shall notify the Claimant  of the benefit determination as soon as possible, but no later than five days after the benefit determination is made.

(iii)Any decision by the Administrative Committee shall be furnished to the Claimant in writing and in a manner calculated to be understood by the Claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. The notice shall also include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following receipt of an adverse benefit determination on review.

8.6Records and Reports. The Administrative Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participants’ account balances and the percentage of such account balances which are nonforfeitable under the Plan; notifications to Participants; and annual reports and registration with the Internal Revenue Service.

8.7Other Powers and Duties. The Administrative Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

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(a)to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b)to prescribe procedures to be followed by Participants, Former Participants or Beneficiaries filing applications for benefits;

(c)to prepare and distribute information explaining the Plan;

(d)to receive from the Employer and from Participants, Former Participants and Beneficiaries such information as shall be necessary for the proper administration of the Plan;

(e)to furnish the Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

(f)to receive, review and keep on file (as it deems convenient or proper) reports of the financial condition, and of the receipts and disbursements, of the Trust Fund from the Trustees;

(g)to appoint or employ advisors including legal and actuarial counsel to render advice with regard to any responsibility of the Administrative Committee under the Plan or to assist in the administration of the Plan;

(h)to determine the status of qualified domestic relations orders under section 414(p) of the Code; and

(i)To take any actions necessary to correct the Plan retroactively as may be necessary, including the exclusion of any employees who have been excluded inadvertently from participation in the Plan, the application of incorrect vesting, failures pertaining to sections 415(b) and 401(a)(17) of the Code and any other operational failure consistent with correction methodology set forth in IRS Rev. Proc. 2000-17 or any successor thereto.

The foregoing list of express duties is not intended to be either complete or conclusive, and the Administrative Committee shall, in addition, exercise such powers and perform such other duties as it may deem necessary, desirable, advisable or proper for the supervision and administration of the Plan.

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Except as otherwise provided hereunder, the Administrative Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

8.8Rules and Decisions. The Administrative Committee may adopt such rules as it deems necessary, desirable, or appropriate. All rules and decisions of the Administrative Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Administrative Committee shall be entitled to rely upon information furnished by a Participant, Former Participant or Beneficiary, the Employer, the legal counsel of the Employer, or the Trustee.

8.9Authorization of Benefit Payments. The Administrative Committee shall issue proper directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions of the Plan. Benefits under this Plan shall be paid only if the Administrative Committee, deems in its discretion, that the applicant is entitled to them.

8.10Application and Forms for Benefits. The Administrative Committee may require a Participant, Former Participant or Beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Administrative Committee may rely upon all such information so furnished to it, including the Participant’s, Former Participant’s or Beneficiary’s current mailing address.

8.11Facility of Payment. Whenever, in the Administrative Committee’s opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Administrative Committee may direct the Trustee to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit, or he may direct the Trustee to apply the payment for the benefit of such person in such manner as it considers advisable.

8.12Indemnification. The Employer shall indemnify each individual who is an officer, director or Employee of the Employer and who may be called upon or designated to perform fiduciary duties or to exercise fiduciary authority or responsibility with respect to the

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Plan and shall save and hold him harmless from any and all claims, damages, and other liabilities, including without limitation all expenses (including attorneys’ fees and costs), judgments, fines and amounts paid in settlement and actually and reasonably incurred by him in connection with any action, suit or proceeding, resulting from his alleged or actual breach of such duties, authority or responsibility, whether by negligence, gross negligence or misconduct, to the maximum extent permitted by law, provided, however, that this indemnification shall not apply with respect to any actual breach of such duties, authority or responsibility, if the individual concerned did not act in good faith and in the manner he reasonably believed to be in (or not opposed to) the best interest of the Employer, or, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

8.13Resignation or Removal of the Administrative Committee. An Administrative Committee member may resign at any time by giving ten days’ written notice to the Employer and the Trustee. The Board of Directors may remove any member of the Administrative Committee by giving written notice to him and the Trustee. Any such resignation or removal shall take effect at a date specified on such notice, or upon delivery to the Administrative Committee if no date is specified.

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Article IX. Limitations On Contributions And Benefits

9.1Determination by Internal Revenue Service. Contributions to the Trust Fund are conditioned specifically upon the initial qualification of the Plan under the Code and if the Plan does not so initially qualify, such contribution or part thereof shall be returned to the Employer within one year after such denial of initial qualification.

9.2Conditional Contributions. To the extent permitted under ERISA and the Code, all contributions to the Plan are subject to the following conditions:

(a)All contributions made to the Plan by the Employer shall be conditioned upon the deductibility of such contributions under the Code. To the extent that any such deduction is disallowed by the Internal Revenue Service, the Employer by action of the Administrative Committee shall have the right to demand and receive the return of the related contribution to the extent disallowed within one year after the disallowance of said deduction.

(b)If the Employer makes a contribution, or any part thereof, by mistake of fact, such contribution or part thereof shall be returned to the Employer within one year after such contribution is made.

9.3Twenty-Five HCE Limitation.

(a)Effective for Plan Years commencing on or after January 1, 1991, the annual payments made by the Plan to any Participant who is one of the 25 highest-paid Highly Compensated Employees, for any Plan Year (a “restricted Participant”) shall not exceed the “restricted amount”, subject to the provisions of subsections (b) and (c) below. For purposes of this Section 9.3, the “restricted amount” shall mean the excess of the accumulated amount of distributions made as of any year to a restricted Participant over the accumulated amount of the payments that would have been paid as of that year under a straight life annuity that is the Actuarial Equivalent of such individual’s Accrued Annual Pension under the Plan and all other benefits to which the restricted Participant is entitled under the Plan. The accumulated amount is the amount of a payment increased by a reasonable amount of interest from the date a payment was made (or would have been made) until the date of the determination of the restricted amount.

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(b)The restrictions set forth in the foregoing subsection (a) shall not apply if any of the following conditions apply:

(1)The value of the benefits payable to or on behalf of the restricted Participant is less than one percent (1%) of the value of current liabilities of the Plan before the distribution;

(2)After taking into account payment to or on behalf of the restricted Participant of all benefits payable to or on behalf of that restricted Participant under the Plan, the value of Plan assets is not less than 110% of the value of current liabilities (as defined in section 412(l)(7) of the Code prior to January 1, 2008) and the funding target (as defined under section 430 of the Code for Plan Years beginning on or after January 1, 2008); or

(3)The value of the benefits payable to or on behalf of the restricted Participant does not exceed the amount described in section 411(a)(11)(A) of the Code.

(c)Notwithstanding the foregoing, the Plan may distribute amounts in excess of the restricted amount if the restricted Participant enters into an adequately secured written agreement with the Plan providing for the repayment of the restricted amount to the Plan to the extent necessary for the distribution of assets upon termination of the Plan to satisfy section 401(a)(4) of the and the regulations thereunder. A restricted Participant shall be permitted to secure the repayment of the restricted amount by any of the following methods:

(1)By depositing in escrow with an acceptable depository promptly upon distribution of the restricted amount to the Participant, property having a fair market value equal to at least 125% of the restricted amount; provided, however, that (i) if the market value of any property that has been placed in escrow falls below 110% of the restricted amount, the Participant shall be obligated to deposit additional property to bring the value of the property held by the depository up to 125% of the restricted amount, (ii) that the Participant shall be entitled to receive any income from the property placed in escrow, subject to the obligation to maintain the value of the property as described above, and (iii) that the Participant may receive amounts in the escrow account in excess of 125% of the restricted amount;

(2)By posting a bond equal to at least 100% of the restricted amount, which bond must be provided by an insurance company, bonding company or other

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surety approved by the United States Treasury Department as an acceptable surety for federal bonds; or

(3)By obtaining a bank letter of credit in an amount equal to at least 100% of the restricted amount.

The Employer, in lieu of the Participant, may provide the collateral, pay the costs, and/or pay the premiums associated with any of the security arrangements set forth above, and shall be permitted to indemnify the depository, insurance company, bonding company, surety, or bank, as applicable, on behalf of the Participant.

The restricted Participant shall agree that the depository may not redeliver to the restricted Participant (or to the Employer, if applicable), any property held under an escrow agreement (other than amounts in excess of 125% of the restricted amount then in effect), and a surety or bank may not release any liability on a bond or letter of credit (other than liability in excess of 100% of the restricted amount then in effect), unless the Administrative Committee certifies to the depository, surety or bank, as applicable, that the Participant is no longer a restricted Participant or is no longer obligated to repay an amount under the repayment agreement due to any of the following events: (i) the value of Plan assets equals or exceeds 110% of the value of the Plan’s current liabilities; (ii) the value of the Participant’s future nonrestricted limit constitutes less than 1% of the value of the Plan’s current liabilities; or (iii) the value of the Participant’s future nonrestricted limit does not exceed $5,000; or (iv) the Plan has terminated and the benefit received by the Participant is nondiscriminatory under section 401(a)(4) of the Code. For purposes of this subsection 9.3(c), the term “nonrestricted limit” shall mean the payments that could have been distributed to the restricted Participant, commencing when distribution commenced to the restricted Participant, had the restricted Participant received payments in the form of a straight life annuity that is the Actuarial Equivalent of the Accrued Annual Pension and other benefits to which the restricted Participant is entitled under the Plan. Such a certification by the Administrative Committee as described herein shall terminate the repayment agreement between the Participant and the Plan.

9.4General Limitation on Benefits. In addition to the limitations possibly applicable by reason of Section 9.3, and any other provision of the Plan to the contrary

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notwithstanding, the annual benefit payable to any Participant or Former Participant shall not exceed the limitations imposed by section 415 of the Code. The provisions of section 415 of the Code are incorporated into this Plan by reference. For Limitation Years beginning prior to January 1, 2000, if a Participant’s participation in other plans maintained by the Employer or an Affiliate would result in a violation of the limitations of section 415 of the Code, the Participant’s benefit under this Plan shall be reduced to the extent necessary to satisfy section 415 of the Code.

Effective for the Limitation Year beginning January 1, 1995 with a final implementation date of January 1, 2000 (pursuant to Revenue Ruling 98-1), the provisions of section 415 of the Code, as amended by the Retirement Protection Act of 1994 and further amended by the Small Business Job Protection Act of 1996, are incorporated herein by reference.

For purposes of applying the limitations of section 415 of the Code and regulations thereunder, compensation shall be determined in accordance with Treas. Reg. sections 1.415-2(d)(1), (2), (3), (4) and (6).

For Limitation Years beginning on and after January 1, 1998, for purposes of applying the limitations described in this section 9.4, compensation paid or made available during such Limitation Years shall include elective amounts that are not includible in the gross income of the Participant by reason of section 132(f)(4) of the Code.

For purposes of the definition of Compensation, amounts under section 125 of the Code include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under section 125 of the Code only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

9.4APost-EGTRRA Maximum Retirement Pension. This Section 9.4A shall be effective for Limitation Years beginning after December 31, 2001.

(a)Effect on Participants. For Limitation Years ending after December 31, 2001, benefit increases resulting from the increase in the limitations of section

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415(b) of the Code will be provided to all Participants who have an Hour of Service on or after the first day of the first Limitation Year ending after December 31, 2001.

(b)Definitions.

(1)Defined benefit dollar limitation. The “defined benefit dollar limitation” is $160,000, as adjusted, effective January 1 of each year, under section 415(d) of the Code in such manner as the Secretary shall prescribe, and payable in the form of a straight life annuity. A limitation as adjusted under section 415(d) of the Code will apply to Limitation Years ending with or within the calendar year for which the adjustment applies.

(2)Maximum permissible benefit. The “maximum permissible benefit” is the lesser of the defined benefit dollar limitation or the defined benefit compensation limitation (both adjusted where required, as provided in (A) and, if applicable, in (B) or (C) below).

(A)If the Participant has fewer than 10 years of participation in the Plan, the defined benefit dollar limitation shall be multiplied by a fraction, (i) the numerator of which is the number of years (or part thereof) of participation in the Plan and (ii) the denominator of which is 10. In the case of a Participant who has fewer than 10 Years of Service with the Employer, the defined benefit compensation limitation shall be multiplied by a fraction, (i) the numerator of which is the number of Years (or part thereof) of Service with the Employer and (ii) the denominator of which is 10.

(B)If the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the actuarial equivalent of the defined benefit dollar limitation applicable to the Participant at age 62 (adjusted under (a) above, if required). The defined benefit dollar limitation applicable at an age prior to age 62 is determined as the lesser of (i) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using (A) an interest rate of 7 1/2%; and (B) the applicable mortality table described in paragraph (c) under the definition of “Actuarial Equivalent(ce) or Actuarially Equivalent” in Section 2.1; and (ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using (A) a 5% interest rate; and (B) the

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applicable mortality table as defined in Section 2.1, paragraph (e) of the definition of “Actuarial Equivalent(ce) or Actuarially Equivalent” under the heading “Mortality Table for 415 and 417(e) Purposes For Annuity Starting Dates On Or After December 31, 2002”, or the applicable mortality table under section 417(e)(3) of the Code and Treas. Reg. Section 1.417(e)-1T(d)(2) (as set forth in paragraph (b) of the definition of “Actuarial Equivalence”) for Annuity Starting Dates prior to December 31, 2002. Any decrease in the defined benefit dollar limitation determined in accordance with this subparagraph (B) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account.

(C)If the benefit of a Participant begins after the Participant attains age 65, the defined benefit dollar limitation applicable to the Participant at the later age is the annual benefit payable in the form of a straight life annuity beginning at the later age that is actuarially equivalent to the defined benefit dollar limitation applicable to the Participant at age 65 (adjusted under (a) above, if required). The actuarial equivalent of the defined benefit dollar limitation applicable at an age after age 65 is determined as (i) the lesser of the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using (A) an interest rate of 7½%; and (B) UP 1984 Table of Mortality; and (ii) the actuarial equivalent (at such age) of the defined benefit dollar limitation computed using (A) a 5% interest rate assumption; and (B) the applicable mortality table as defined in Section 2.1, paragraph (e) of the definition of “Actuarial Equivalence” under the heading “Mortality Table for 415 and 417(e) Purposes For Annuity Starting Dates On Or After December 31, 2002”, or the applicable mortality table under section 417(e)(3) of the Code and Treas. Reg. Section 1.417(e)-1T(d)(2) (as set forth in paragraph (b) of the definition of “Actuarial Equivalence”) for Annuity Starting Dates prior to December 31, 2002. For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored.

9.4BMaximum Annual Retirement Allowance for Limitation Years beginning on or after July 1, 2007.  Except as otherwise provided below, the provisions of this Section shall be effective as of the first Limitation Year beginning on or after July 1, 2007.  The limitations, adjustments and other requirements prescribed herein shall at all times comply with the

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provisions of section 415 of the Code and the final regulations thereunder, the terms of which are specifically incorporated herein by reference.

(a)Notwithstanding anything in the Plan to the contrary, in no event shall the combined Annual Benefit payable with respect to a Participant on a single life basis under this or any other defined benefit plan maintained by the Employer or any Affiliate under which the Participant is covered as a participant exceed the lesser of: (1) $160,000 (or such other figure determined in accordance with the cost of living adjustment procedure under section 415(d) of the Code and Treas. Reg. Section 1.415(d)-1(a), but only for the year in which such adjustment is effective); and (2) 100% of the Participant’s average annual Compensation during the three consecutive years (as adjusted pursuant to section 415(d) of the Code and Treas. Reg. sections 1.415(d)-1(a) and 1.415(b)-1(a)) in which the Participant received the greatest amount of Compensation.  The Plan may use any 12-month period to determine a year of service, provided that such period is determined consistently and applied uniformly to all Participants. Such 12 month period shall be the Plan Year.   For a Participant who is employed by the Employer for fewer than three consecutive years, the period of the Participant’s high three years of service is the actual number of consecutive years of service (including fractions of a year, but not less than one year).  With respect to a Participant who incurs a break in service and is rehired by the Employer, the Participant’s high three years of service shall be calculated by excluding all years for which the Participant performs no services for and receives no Compensation from the Employer maintaining the Plan and by bridging the years of service before and after the break in service and treating such years as if they were consecutive.

(b)Notwithstanding subsection (a) of this Section, benefits up to $10,000 for a Limitation Year may be paid without regard to the 100% of Compensation limitation if the total retirement benefits payable to a Participant under all defined benefit plans maintained by the Employer and any Affiliate for the present and any prior Limitation Year do not exceed $10,000 and the Employer (or a predecessor employer) and any Affiliate has not at any time maintained a defined contribution plan in which the Participant was covered.  For purposes of determining the $10,000 amount, the benefit payable with respect to the Participant under a plan for a Limitation Year reflects all amounts payable under the plan for the Limitation

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Year (except as otherwise provided in Treas. Reg. Section 1.415(d)-1) and are not adjusted for form of benefit or commencement date.

(c)If a Participant has multiple Annuity Starting Dates, the limitations of section 415 of the Code and the regulations thereunder must be met separately as of each of Annuity Starting Date taking into account the benefits that have been or will be provided as of each Annuity Starting Date.

(d)If a Participant’s Annual Benefit (or a retirement benefit to which the Participant is entitled under any other defined benefit plan maintained by the Employer or any Affiliate) is payable in a form other than a single life annuity or qualified joint and survivor annuity, the Annual Benefit shall be converted to a single life annuity using the interest rate and mortality assumptions specified in the Plan for Actuarial Equivalence for the particular form of benefit payable.  The single life annuity, which has been so determined shall be compared to the single life annuity that has the same actuarial present value as the form of benefit payable to the Participant, computed using a 5 percent interest rate assumption (or for any form of benefit subject to section 417(e)(3) of the Code, the Applicable Interest Rate and the Applicable Mortality Table.  The greater of these two amounts shall be the applicable limit for the Annual Benefit payable in a form other than a single life annuity or qualified joint and survivor annuity. Notwithstanding the foregoing, the following shall not be taken into account: any ancillary benefit that is not related to retirement income benefits; and the survivor annuity provided under the portion of any annuity that constitutes a qualified joint and survivor annuity (as defined in section 417(b) of the Code).

(i)For purposes of the adjustment set forth above, for the Plan Years commencing on January 1, 2004 and January 1, 2005, for any form of benefit subject to section 417(e)(3) of the Code, for purposes of the adjustment set forth in this subsection (d), the Applicable Interest Rate above shall not be less than 5.5%.

(ii)For Plan Years beginning on or after January 1, 2006, for any form of benefit subject to section 417(e)(3) of the Code, for purposes of the adjustment set forth in this subsection (d), the interest rate shall not be less than the greatest of 5.5%, the rate

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specified in the Plan or the rate that produces a benefit of not more than 105% of the benefit that would be produced using the Applicable Interest Rate.

(e)If the benefit of a Participant begins prior to age 62, the defined benefit dollar limitation applicable to the Participant at such earlier age is an Annual Benefit payable in the form of a single life annuity beginning at the earlier age that is the Actuarial Equivalent of the defined benefit dollar limitation applicable to the Participant at age 62 (adjusted under (a) above if applicable).  The defined benefit dollar limitation applicable at an age prior to age 62 is determined as the lesser of (1) the actuarial equivalent at such age of the defined benefit dollar limitation computed using a 5% interest rate and the applicable mortality table as defined in section 415(b)(2)(E)(v) of the Code; and (2) the amount determined by multiplying the defined benefit dollar limitation by the ratio of the annual amount of the single life annuity beginning at such earlier age (computed using the interest rate and mortality table or other tabular factor specified for early retirement benefits under the Plan) to the annual amount of the single life annuity under the Plan commencing at age 62 (with both such amounts determined without application of the rules of section 415 of the Code).

Any decrease in the defined benefit dollar limitation determined in accordance with this subsection (e) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the Participant.  If any benefits are forfeited upon death, the full mortality decrement is taken into account.  No forfeiture shall be deemed to occur, if the Plan provides a qualified pre-retirement survivor annuity and does not charge the Participant for such coverage.

(f)If the benefit of a Participant begins after the Participant attains age 65, the defined benefit dollar limitation applicable to the Participant at the later age is an Annual Benefit payable in the form of a single life annuity beginning at the later age determined as the lesser of (1) the actuarial equivalent at such age of the defined benefit dollar limitation computed using a 5% interest rate and the applicable mortality table as defined in section 415(b)(2)(E)(v) of the Code; and (2) the amount determined by multiplying the defined benefit dollar limitation by the ratio of (A) the annual amount of the single life annuity beginning at such later age (computed using the interest rate and mortality assumptions for delayed retirement benefits under the Plan, if applicable) to (B) the annual amount of the single life annuity under the Plan

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commencing at age 65 (computed without using the interest rate and mortality assumptions for delayed retirement benefits under the Plan, if applicable) (with both such amounts in (A) and (B) determined without application of the rules of section 415 of the Code).  The amount of the Annual Benefit beginning at such later age is the annual amount of the benefit (determined without regard to section 415 of the Code) computed by disregarding the Participant’s accruals after age 65, but including actuarial adjustments even if such adjustments are applied to offset benefit accrual.

For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored.  No forfeiture shall be deemed to occur if the Plan provides a qualified pre-retirement survivor annuity and does not charge the Participant for such coverage.

(g)If the Participant has fewer than 10 years of participation in the Plan, the defined benefit dollar limitation shall be multiplied by a fraction, the numerator of which is the number of years (or part thereof) of participation in the Plan and the denominator of which is 10.  In the case of a Participant who has fewer than 10 years of service with the Employer, the defined benefit compensation limitation and the $10,000 minimum benefit shall be multiplied by a fraction, the numerator of which is the number of years (or part thereof) of service with the Employer and the denominator of which is 10.  Years of service and years of participation shall be determined in accordance with Treas. Reg. sections 1.415(b)-1(g)(1)(ii) and (g)(2)(ii).

(h)The Annual Benefit of a Participant who was a Participant in the Plan before the first Limitation Year that begins on or after July 1, 2007, shall not be reduced under any other provisions of this Section 4.09 to the extent that it does not exceed the Participant’s Annual Benefit accrued as of the end of the Limitation Year that ends immediately prior to the first Limitation Year that begins on or after July 1, 2007 and determined in accordance with the requirements of section 415 of the Code in effect on that date and provisions of the Plan that were both adopted and in effect before April 5, 2007.

The limitations stated herein for a Participant who has separated from service with a non-forfeitable right to an accrued benefit shall be adjusted annually as provided in section 415(d) of the Code pursuant to the regulations prescribed by the Secretary of the Treasury.

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(i)The following definitions apply for purposes of this Section 4.09:

(i)“Affiliate” means with respect to any Employer (A) any corporation that is a member of the same controlled group of corporations (within the meaning of section 414(b) of the Code) as such company; (B) any member of an affiliated service group, as determined under section 414(m) of the Code, of which such company is a member; (C) any trade or business that is under common control with such company, as determined under section 414(c) of the Code and (D) any other entity which is required to be aggregated with the Employer under section 414(o) of the Code, but with “more than 50%” substituted for the phrase “at least 80%” in section 1563(a)(1) of the Code, when applying sections 414(b) and 414(c) of the Code and in the regulations under section 414(c) (except for purposes of determining whether two or more organizations are a brother-sister group under common control under the rules of Treas. Reg. section 1.414(c)-2(c)).

(ii)“Annual Benefit” means a retirement benefit which is payable annually in the form of a straight life annuity with no ancillary benefits and determined without regard to any rollover contributions or contributions made by a Participant.  If the benefit under the Plan is payable in any other form (other than a qualified joint and survivor annuity), the annual benefit shall be adjusted to the equivalent of a straight life annuity as set forth herein.  The annual limitation applicable to rollover contributions, contributions made by a Participant and any transferred contributions shall be determined in accordance with Treas. Reg. section 1.415(b)-1(b)(2).

(ii)“Applicable Interest Rate” means the interest rate described in subsection (b) of the second paragraph of Section 2.1(d) under the definition of “Actuarial Equivalent(ce) or Actuarially Equivalent.”

(iii)“Applicable Mortality Table” means the mortality table described in Section 2.1(e) under the definition of “Actuarial Equivalent(ce) or Actuarially Equivalent.”

(iv)“Compensation” means compensation as defined in Treas. Reg. section 1.415(c)-2(b) and including those items specified in Treas. Reg. sections 1.415(c)-2(e)(2), 1.415(c)-2(e)(3)(iii), 1.415(c)-2(e)(4) and 1.415(c)-2(g)(5) and (g)(6).  Compensation

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shall not reflect compensation for a year that is in excess of the limitation under section 401(a)(17) of the Code that applies to that year.  Effective January 1, 2009, Compensation shall include the amount of any military differential wage payments made by the Employer to a Participant in accordance with sections 3401(h) and 414(u)(12) of the Code.

(v)“Limitation Year” means the Plan Year.

9.5Suspension of Benefits on Reemployment.

(a)In the event that any person receiving benefits under the Plan by reason of retirement is reemployed by the Employer, the Plan shall suspend the payment of benefits as of the first day of the month following the first month in which an Eligible Employee receives payment from the Employer for at least 80 Hours of Service performed during a calendar month during such person’s reemployment;

(b)Benefits suspended hereunder shall resume as of the first day of the third month commencing after the earlier of the day the reemployed person Terminates employment with the Employer or, if such person is an Eligible Employee, receives payment from the Employer for any Hours of Service performed for fewer than 80 Hours of Service during a calendar month in such reemployed status;

(c)Any person whose benefits are suspended under this Section shall be entitled to receive a pension on subsequent retirement or Termination that is not less than the pension received as of the date of suspension hereunder. The person’s resumed pension shall be determined on the basis of the Participant’s Compensation and Years of Credited Service before the suspension hereunder and Compensation and Years of Credited Service after his reemployment, reduced however, by the value of any pension benefits paid to him previously either (i) prior to his Normal Retirement Date; or (ii) while reemployed by the Employer under circumstances in which his benefits should have been suspended under paragraph (a), but were not.

(d)Any Participant whose benefits are suspended pursuant to the foregoing shall be notified in writing of the suspension by personal delivery or first class mail during the first calendar month or payroll period in which benefits are suspended.

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(e)The Annuity Starting Date with respect to a Participant who is reemployed after commencement of his benefits at Normal Retirement Date, shall be the date his benefits originally commenced for benefits accrued before and after the suspension.

(f)The Annuity Starting Date with respect to a Participant who is reemployed after commencement of his benefits at Early Retirement Date shall be:

(1)the date his benefits originally commenced with respect to the benefits accrued prior to the suspension; and

(2)with respect to the benefits he accrued after his reemployment (if any), and the suspension of his original benefit payments hereunder, the date such subsequent accruals commence to be paid. The provisions of Section 4.6(d) of the Plan shall apply to such subsequent accruals as a second Annuity Starting Date.

9.6Limitation on Benefits Based on Funding Status.

(a)Funding Based Benefit Restrictions.  Notwithstanding any other provision of the Plan, no benefit shall accrue or be paid under the Plan, and no amendment increasing liability for benefits shall take effect, to the extent prohibited by the funding-based limits in Code section 436 (or any successor provision thereto) and, effective as of January 1, 2010, the final Regulations issued thereunder.  The limits imposed by section 436 of the Code and the final Regulations issued thereunder on (1) Plan amendments, (2) accelerated benefit payments, (3) benefit accruals, and (4) unpredictable contingent event benefits are set forth below.  The limitations of section 436(b) of the Code and the final Regulations issued thereunder shall be applied on a Participant by Participant and Beneficiary by Beneficiary basis.  The Administrator shall provide notification to affected Participants and Beneficiaries, as applicable, in accordance with the requirements of Section 1.436-1(a)(6) of the Regulations if the Plan becomes subject to the restrictions of section 436(b), (d), or (e) of the Code.

The Plan shall not restore any benefits that did not accrue (by reason of a cessation of accruals or failure of an amendment to take effect), and shall not make any payment in lieu of any benefits that are not paid, by reason of the limitations imposed by section 436 of the Code and the final Regulations issued thereunder as described in this Section 9.6, unless otherwise provided in subsections (b), (e), or (g) below or required by law.

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This Section 9.6 is intended to comply with the requirements of section 436 of the Code and, effective January 1, 2010, the final Regulations issued thereunder.  If there is any discrepancy or ambiguity between this Section 9.6 and Section 436 of the Code or the final regulations issued thereunder, section 436 or the Code and the final Regulations shall control.  This Section 9.6 shall not be construed in a manner that would impose limitations that are more stringent than those required by section 436 of the Code and the final Regulations issued thereunder.

(b)Limits on Plan Amendments.  No amendment to the Plan which would increase the Plan’s liabilities by increasing benefits, establishing new benefits, or changing the rate of benefit accrual or vesting of benefits shall take effect during a Plan Year if the Plan’s AFTAP for such Plan Year is less than 80% or would be less than 80% if the Plan amendment were taken into account.  However, this subsection (b) shall not apply to any amendment that (1) implements a mandatory change in the vesting requirements applicable to the Plan under the Code or ERISA, (2) provides for a benefit increase under a formula that is not compensation-based and the rate of such increase does not exceed the contemporaneous increase in average wages for Participants covered by the amendment (provided that the limit described in subsection (c) below does not also apply), or (3) is excepted under guidance issued by the Commissioner of Internal Revenue.  If any Plan amendment cannot take effect during the Plan Year it would otherwise have become effective by reason of the limit described in this subsection (b), then such amendment, if previously adopted, shall be treated as if it were never adopted unless the amendment specifically provides otherwise; provided, however, that if the Plan amendment does not go into effect for a Plan Year because of application of a presumed AFTAP determined under section 436(h) of the Code and Treas. Reg. section 1.436-1(h), then the Plan amendment must go into effect for the Plan Year if it would be permitted under the rules of section 436 of the Code based on a certified AFTAP for the Plan Year which takes into account the increase in the funding target attainment percentage attributable to the Plan amendment, unless the Plan amendment provides otherwise.

(c)Limits on Accelerated Benefit Payments.  If the Plan’s AFTAP for a Plan Year is less than 80%, the following limits on accelerated benefit payments shall apply:

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(1)Partial Limit If AFTAP Equals or Exceeds 60% But Is Less Than 80%.  Subject to (3) below, if the Plan’s AFTAP for a Plan Year is at least 60% but is less than 80%, a Participant or Beneficiary may not elect an optional benefit form that includes a Prohibited Payment, and the Plan shall not make a Prohibited Payment, with an Annuity Starting Date on or after the Section 436 Measurement Date as of which the limit described in this subsection (c)(1) begins to apply and before the Section 436 Measurement Date as of which it ceases to apply, unless the present value (determined using the Plan’s factors for lump sum payments) of the portion of the benefit that is being paid in a Prohibited Payment does not exceed the lesser of:

(i)50% of the present value of the benefit payable in the optional form of benefit that includes the Prohibited Payment; or

(ii)100% of the present value of the maximum guaranteed benefit applicable to the Participant under Section 4022 of ERISA for the year in which the Annuity Starting Date occurs.

For purposes of this paragraph (1), the portion of the benefit that is being paid in a Prohibited Payment is deemed to be the excess of each payment over the smallest payment during the Participant’s lifetime under the optional form of benefit (treating a period after the Annuity Starting Date and during the Participant’s lifetime in which no payments are made as a payment of zero).

(2)Full Limit If AFTAP Is Less Than 60% or Plan Sponsor is in Bankruptcy.

(i)If the Plan’s AFTAP for a Plan Year is less than 60%, a Participant or Beneficiary may not elect an optional benefit form that includes a Prohibited Payment, and the Plan shall not make a Prohibited Payment, with an Annuity Starting Date on or after the Section 436 Measurement Date as of which the limit described in this subsection (c)(2) begins to apply and before the Section 436 Measurement Date as of which it ceases to apply.

(ii)For any period in which the Company is a debtor in a case under Title 11 of the United States Code, or a similar federal or state law, a Participant or Beneficiary may not elect an optional benefit form that includes a Prohibited Payment, and the

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Plan shall not make a Prohibited Payment, with an Annuity Starting Date during such period and before the date the actuary for the Plan certifies that the Plan’s AFTAP is not less than 100%.

(3)Special Rules.

(i)Only one Prohibited Payment may be made with respect to any Participant during any period of consecutive Plan Years during which the limits described in this subsection (c) apply.

(ii)If an optional form of benefit that is otherwise available under the Plan is not available as of an Annuity Starting Date due to the limits described in this subsection (c), the Participant or Beneficiary may elect to bifurcate his benefit into unrestricted and restricted portions as described in Section 1.436-1(d)(3)(ii) of the Regulations.

(iii)Participants or Beneficiaries shall not be permitted to have a new Annuity Starting Date for which the form of payment previously elected may be modified with respect to a period of time during which the limitations of section 436 of the Code cease to apply and benefits shall continue to be paid in the normal or optional form of payment previously applied or elected even after the limits cease to apply.

(iv)If a Participant or Beneficiary requests a distribution in an optional form of payment that includes a Prohibited Payment not permitted to be currently paid, the Participant or Beneficiary retains the right to defer payment subject to the requirements of sections 411(a)(11) of the Code and Treas. Reg. section thereunder.

(v)Benefits provided to a Participant and any Beneficiary (including an alternate payee) of such Participant are aggregated as described in Section 1.436-1(d)(3)(iv)(B) of the Regulations.

(vi)If the limits described in this subsection (c) apply as of a Section 436 Measurement Date, but the limits subsequently cease to apply to the Plan as of a later Section 436 Measurement Date, then the limits shall not apply to benefits with Annuity Starting Dates that occur on or after that later Section 436 Measurement Date.

(d)Limits on Benefit Accruals.  If the Plan’s AFTAP for a Plan Year is less than 60%, all benefit accruals under the Plan shall cease as of the applicable Section 

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436 Measurement Date.  During any period that the Plan is required to cease accruals under this subsection (d) the Plan may not be amended to increase Plan liabilities by increasing benefits or providing new benefits.  If the limit described in this subsection (d) ceases to apply to the Plan, the limit does not apply to benefit accruals based on service on or after the Section 436 Measurement Date as of which the limit ceases to apply.  Notwithstanding the foregoing, pursuant to section 436(d)(4) of the Code, the funding-based limits on benefits and benefit accruals under section 436 of the Code and the final regulations thereunder shall not apply to the Plan, which was frozen as of December 31, 1996, with respect to any Plan Year for which no benefits accrue for any Participant.  This exception shall not apply for the Plan as of the date any benefit accruals recommence hereunder.

(e)Limits on Unpredictable Contingent Event Benefits.  No Unpredictable Contingent Event Benefit shall be paid with respect to an unpredictable contingent event occurring during a Plan Year if the Plan’s AFTAP for the Plan Year is less than 60% or would be less than 60% taking into account any benefits that could be payable with respect to such event.  If any benefit does not become payable during the Plan Year by reason of the limit described in this subsection (e), the Plan is treated as if it does not provide for such benefit.  Notwithstanding the foregoing, if an Unpredictable Contingent Event Benefit is not paid for a Plan Year because of application of a presumed AFTAP determined under section 436(h) of the Code and Treas. Reg. section 1.436-1(h), then the Unpredictable Contingent Event Benefit must be paid if it would be permitted under the rules of section 436 of the Code based on a certified AFTAP for the Plan Year which takes into account the increase in the funding target attainment percentage attributable to the Unpredictable Contingent Event Benefit.

(f)Plan Termination.  Any section 436 of the Code limitation in effect immediately prior to termination of the Plan shall continue to apply after such termination provided however, that the restriction of Section 436(d) of the Code shall not apply to a Prohibited Payment made to carry out the termination of the Plan in accordance with applicable law.

(g)Avoidance of Limitations.  The Employer may use any method permitted under section 436 of the Code and the Regulations issued thereunder to avoid

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application of any limit described in this Section 9.6, including providing security in the form described in Treas. Reg. section 1.436-1(f)(3).  However, the Employer shall not be required (1) to make additional contributions, (2) to provide additional security to the Plan, or (3) to alter the method or timing of any actuarial valuation, in order to avoid the application of the funding-based limits described in this Section 9.6.

(h)Definitions.

(1)“AFTAP” means the “adjusted funding target attainment percentage” as defined in section 436(j) of the Code and Treas. Reg. section 1.436-1(j)(1); provided, however, that the “AFTAP” for Plan Years beginning on or after October 1, 2008 and before October 1, 2010, shall be adjusted pursuant to section 436(j)(3) of the Code for purposes of applying (i) the restrictions under Section 9.6(c) to a Social Security level income option, and (ii) the limit on benefit accruals under Section 9.6(d).  For any period during which the presumption under section 436(h) of the Code applies to the Plan, the limitations described in this Section 9.6 are applied as if the Plan’s AFTAP were the presumed AFTAP determined under section 436(h) of the Code and Treas. Reg. section 1.436-1(h).  If the presumption in the preceding sentence applies for any period, the AFTAP shall be recertified in accordance with the rules set forth in Section 1.436-1(f)(2)(ii)(C) of the Regulations for purposes of determining whether the restrictions set forth in this Section 9.6 continue to apply.  Notwithstanding the foregoing, the Plan’s AFTAP for purposes of Section 9.6(d) for the 2009 Plan Year shall be equal to the larger of the AFTAP for the 2009 Plan Year or the AFTAP for the 2008 Plan Year.

(2)“Annuity Starting Date” means the “annuity starting date” as defined in Section 1.436-1(j)(2) of the Regulations.

(3)“Prohibited Payment” means a “prohibited payment” as defined in section 436(d)(5) of the Code and Treas. Reg. section 1.436-1(j)(6) and generally includes: (i) any payment in excess of the monthly amount paid under a life annuity (plus any social security supplement described in the last sentence of section 411(a)(9) of the Code), to a Participant or Beneficiary whose Annuity Starting Date occurs during any period a limitation under subsection (c) above is in effect; (ii) any payment for the purchase of an irrevocable commitment from an insurer to pay benefits; (iii) any transfer of assets and liabilities to another plan maintained by the

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Employer or an Affiliated Employer that is made in order to avoid or terminate application of the limitations described in this Section 9.6, and (iv) any other payment specified by the Secretary of the Treasury.  However, such term shall not include a payment that may be immediately distributed without consent pursuant to section 411(a)(11) of the Code

(4)“Section 436 Measurement Date” means the “section 436 measurement date” as defined in 1.436-1(j)(8) of the Regulations that is used to determine when the limitations described in this Section 9.6 apply or cease to apply.

(5)“Unpredictable Contingent Event Benefit” means an “unpredictable contingent event benefit” as defined in section 436(b)(3) of the Code and Treas. Reg. section 1.436-1(j)(9).

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Article X. Merger, Transfer Or Consolidation Of Plans

10.1Plan Assets. There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Fund to, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of the Plan, unless each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated), and unless a duly adopted resolution of the Board of Directors authorizes such merger, consolidation or transfer of assets.

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Article XI. Miscellaneous

11.1Mandatory Commencement of Benefits. Notwithstanding any provision of this Plan to the contrary, payment of benefits under this Plan shall commence upon the written election of a Participant or Former Participant not later than sixty days after the close of the Plan Year in which the latest of the following events occurs: (a) the Participant attains Normal Retirement Date; (b) the tenth anniversary of the Plan Year in which the Participant commenced participation in the Plan; or (c) the Termination of the Participant’s service with the Employer.

11.2Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Eligible Employee, or as a right of any Eligible Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Eligible Employees with or without cause.

11.3Rights to Fund Assets. No Eligible Employee or Beneficiary shall have any right to, or interest in, any assets of the Fund upon Termination of his employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Eligible Employee out of the assets of the Fund. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Fund.

11.4Nonalienation of Benefits. Except as may be permitted by law and except as may be required under certain judgments and settlements described in sections 401(a)(13)(C) and (D) of the Code; or as may be required or permitted by a qualified domestic relations order as defined in section 414(p) of the Code, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of the Employee, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer,

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assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

11.5Inability to Locate Payee. Each person entitled to receive benefits under the Plan shall be responsible for informing the Administrative Committee of his mailing address for purposes of receiving such benefits. If the Administrative Committee is unable to locate any person entitled to receive benefits under the Plan, such benefits shall not be forfeited but shall be carried as a contingent liability of the Plan and shall be payable when a proven and legitimate claim therefor has been submitted to the Administrative Committee.

11.6Death During Qualified Military Service.  Effective for deaths occurring on or after January 1, 2007, to the extent required by section 401(a)(37) of the Code and regulations or other guidance issued thereunder, the survivors of a Participant who dies while performing Qualified Military Service shall be eligible for any additional benefits (other than benefit accruals relating to the period of Qualified Military Service) that would have been provided under the Plan if the Participant had resumed employment and immediately thereafter terminated employment due to death.

11.7Applicable Law. This Plan shall be construed, interpreted, administered and enforced in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent superseded, only when required, by ERISA as in effect from time to time.

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Article XII. Determination Of Top-Heavy Status

12.1General. Notwithstanding any other provision of the Plan to the contrary, for any Plan Year, in which the Plan is Top-Heavy or Super Top-Heavy, as defined below, the provisions of this Article 12 shall apply, but only to the extent required by section 416 of the Code and the regulations thereunder.

12.2Top-Heavy Plan. This Plan shall be Top-Heavy and an Aggregation Group shall be Top-Heavy if as of the Determination Date for such Plan Year, the sum of the Cumulative Accrued Benefits and Cumulative Accounts of Key Eligible Employees for the Plan Year exceeds 60% of the aggregate of all the Cumulative Accounts and Cumulative Accrued Benefits. The Cumulative Accrued Benefits and Cumulative Accounts of those Participants who have not performed any service for the Employer during the five year period ending on the Determination Date, shall be disregarded.

(a)If the Plan is not included in a Required Aggregation Group with other plans, then it shall be Top-Heavy only if (i) when considered by itself it is Top-Heavy and (ii) it is not included in a Permissive Aggregation Group that is not Top-Heavy.

(b)If the Plan is included in a Required Aggregation Group with other plans, it shall be Top-Heavy only if the Required Aggregation Group, including any permissively aggregated plans, is Top-Heavy.

12.2AModification of Top-Heavy Rules. This section shall apply for purposes of determining whether the Plan is a top-heavy plan under section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of section 416(c) of the Code for such years. This section amends Section 12.2 of the Plan.

(a)Determination of Top-Heavy Status.

(1)Key Employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation

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greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(2)Determination of Present Values and Amounts. This Section shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the Determination Date.

(b)Distributions During Year Ending on the Determination Date. The present values of accrued benefits and the amounts of account balances of an Employee as of the Determination Date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(c)Employees not performing services during year ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

(d)Minimum benefits. For purposes of satisfying the minimum benefit requirements of section 416(c)(1) of the Code and the Plan, in determining Years of Service with the Employer, any service with the Employer shall be disregarded to the

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extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of section 410(b) of the Code) no Key Employee or former Key Employee.

12.3Super Top-Heavy Plan. This Plan shall be Super Top-Heavy if it would be Top-Heavy under Section 12.2, but substituting 90% for 60%.

12.4Cumulative Accrued Benefits and Cumulative Accounts. The determination of the Cumulative Accrued Benefits and Cumulative Accounts under the Plan shall be made in accordance with section 416 of the Code and the regulations thereunder.

12.5Definitions.

(a)“Aggregation Group” means either a Required Aggregation Group or a Permissive Aggregation Group.

(b)“Determination Date” means with respect to any Plan Year, the last day of the preceding Plan Year or in the case of the first Plan Year of any plan, the last day of such Plan Year or such other date as permitted by the Secretary of the Treasury or his delegate.

(c)“Group Employer” means the Employer that adopts this Plan and all members of a controlled group of corporations (as defined in section 414(b) of the Code), all commonly controlled trades or businesses (as defined in section 414(c) of the Code), all affiliated service groups (as defined in section 414(m) of the Code) and any other affiliated entities (as provided in section 414(o) of the Code) of which the Employer is a part.

(d)“Key Eligible Employee” means those individuals described in section 416(i)(1) of the Code and the regulations thereunder.

(e)“Non-Key Eligible Employee” means those Eligible Employees who are not Key Eligible Employees and includes a former Key Eligible Employee.

(f)“Permissive Aggregation Group” means a Required Aggregation Group plus any other plans selected by the Company provided that all such plans when considered together satisfy the requirements of section 401(a)(4) and 410 of the Code.

(g)“Required Aggregation Group” means each plan of the Employer in which a Key Eligible Employee participates (in the Plan Year containing the Determination Date or any of the four preceding Plan Years) and each other plan which enables any plan in which a Key Eligible Employee participates during the period tested to meet the requirements of

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section 401(a)(4) or 410 of the Code. All employers aggregated under section 414(b), (c) or (m) of the Code are considered a single employer. The Required Aggregation Group shall include any terminated plan that covered a Key Eligible Employee and was maintained within the five year period ending on the Determination Date.

(h)“Valuation Date” means the annual date on which Plan assets must be valued for purposes of determining the Plan’s assets and liabilities and the value of account balances maintained under any defined contribution plan of the Employer. The valuation date for purposes of the preceding sentence shall be the same valuation date for computing Plan costs for minimum funding.

12.6Minimum Annual Retirement Benefit.

(a)Each Participant who is a Non-Key Eligible Employee will receive the greater of his Accrued Annual Pension as defined in Section 2.1 or a Minimum Annual Retirement Benefit (expressed as a life annuity commencing at Normal Retirement Date) equal to two percent of the Participant’s average compensation (as determined under any permissible definitions under section 415 of the Code and the regulations thereunder) but limited in amount under section 401(a)(17) of the Code for the five consecutive years for which the Participant had the highest aggregate compensation multiplied by the Participant’s Years of Credited Service with the Employer, up to a maximum of 20%.

(b)For purposes of this Section 12.6, Years of Credited Service shall not include service if the Plan were not Top-Heavy for any Plan Year ending in such period of Years of Credited Service or Years of Credited Service completed in a Plan Year commencing before January 1, 1984. For purposes of this Section 12.6, compensation in years prior to January 1, 1984 and compensation in years after the close of the last Plan Year in which the Plan is Top-Heavy shall be disregarded.

(c)A Minimum Annual Retirement Benefit shall not be provided under this Section 12.6 to the extent that the Participant is covered under any other plan or plans of the Group Employer and the Group Employer has provided that the minimum benefit requirements applicable to this Plan will be met by the other plan or plans.

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(d)A Participant who is a Non-Key Eligible Employee shall not fail to accrue a Minimum Annual Retirement Benefit because of (i) his level of Compensation or (ii) a failure to make mandatory Eligible Employee contributions.

12.7Vesting. A Participant who is credited with one Hour of Service in any Plan Year during which the Plan is Top-Heavy or Super Top-Heavy shall have a nonforfeitable interest in that portion of his Normal Annual Pension, Accrued Annual Pension or Minimum Annual Retirement Benefit attributable to participation during the Plan Year in which the Plan is Top-Heavy or Super Top-Heavy and all prior Plan Years in accordance with the following schedule:

Years of Service	Nonforfeitable Percentage
less than 2 years	0
2 but less than 3	20	%
3 but less than 4	40	%
4 but less than 5	60	%
5 or more	100	%

If the Plan ceases to be Top-Heavy in any Plan Year, the vesting provisions of Section 5.1 determined without regard to this Section 12.7, shall apply with respect to subsequent Plan Years, subject to Section 7.2(b).

12.8Defined Benefit and Defined Contribution Plans. For any Plan Year beginning prior to January 1, 2000 in which the Plan is Super Top-Heavy or for each Plan Year in which the Plan is Top-Heavy and the additional minimum benefits or contributions required by section 416(h) of the Code are not provided, the dollar limitations in the denominator of the defined benefit plan fraction and defined contribution plan fraction as defined in section 415(e) of the Code shall be multiplied by 100 percent rather than 125 percent. If the application of the provisions of this Section 12.8 would cause any Participant to exceed 1.0 for any Limitation Year as set forth in Section 9.4, then the application of this Section 12.8 shall be suspended as to such Participant until such time as he no longer exceeds 1.0. During the period of such suspension, there shall be no accruals for such Participant under this Plan and no Group Employer

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contributions, forfeitures or voluntary nondeductible contributions allocated to such Participant under any defined contribution plan of the Group Employer.

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Article XIII. ERISA Transition Provisions

13.1Scope and Purpose. The provisions of this Article XIII shall apply only to those Participants or Former Participants who were Participants on December 14, 1976 and Employees on December 15, 1976. The purpose of this Article XIII is to preserve for those Participants or Former Participants certain of the provisions of the Plan as in effect before December 15, 1976.

13.2Calculation of Benefit. With respect to a Participant or Former Participant covered by this Section 13.2, the Participant’s or Former Participant’s monthly benefit at his Normal Retirement Date under the Plan shall be the greater of (i) the Participant’s or Former Participant’s benefit calculated under Section 4.1 or (ii) one-twelfth of the product of (A) and (B), but not in excess of $625, where (A) equals 45% of the Participant’s or Former Participant’s “Basic Salary” on December 15, 1975 and (B) equals a fraction, the numerator of which is the Participant’s or Former Participant’s total number of “Years of Participation” at December 14, 1976 and the denominator of which is the total number of “Years of Participation” with which he would have been credited if he separated from service on the “Anniversary Date” nearest his 65th birthday, all as defined under the terms of the Plan as in effect on December 14, 1976. Such amount is set forth in Schedule A, Column 1.

13.3Form of Payment of Normal, Late, Early and Disability Benefit. In addition to the forms of settlement provided under Section 4.6(e), a Participant or Former Participant covered under this Article XIII, shall be entitled to elect in writing on forms provided by the Administrative Committee payment of the “value of the accrued benefit” (as determined under Section 13.7) to which he is entitled under Schedule A, Column 2, increased by interest at the rate of 5% per annum from December 14, 1976 to the date of determination, counting only completed months, in a lump sum upon Normal, Late, Early or Disability Retirement in accordance with the provisions of Sections 4.1, 4.2, 4.3 or 4.4. In the event a Participant or Former Participant elects payment of some or all of the amount of the “value of the accrued benefit” to which he is entitled under Schedule A, Column 2, increased by interest as described

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in the preceding sentence, in a lump sum, the “actuarial value” (as determined under Section 13.7) of the benefit to which he is otherwise entitled under Article IV shall be reduced by the amount of such payment and the “remaining value”, if any, will be paid in a form provided by Section 4.6(e) of the Plan. However, any Participant or Former Participant covered under this Article XIII, the value of whose benefit under Schedule A, Column 2, without increase, is $20,000 or more, alternatively may elect in writing, on forms provided by the Administrative Committee, payment of the value of the entire benefit to which he is entitled under the Plan in an “actuarially equivalent” (as determined under Section 13.7) lump sum upon Normal, Late, Early or Disability Retirement in accordance with the provisions of Section 4.6.

Notwithstanding the foregoing, effective January 1, 1989, any Participant covered under this Section 13, who is a Highly Compensated Employee, determined as of any date, and the value of whose benefit under Schedule A, Column 2, without increase, is $20,000 or more may not elect to have the value of the entire benefit to which he is entitled under the Plan, paid in a lump sum, but alternatively may elect in writing, on forms provided by the Administrative Committee payment of (i) the value of the benefit which he had accrued as of December 31, 1988 under the Plan in an actuarially equivalent lump sum (as determined under Section 13.7) upon Normal, Late, Early or Disability Retirement in accordance with the provisions of Section 4.1, 4.2, 4.3 or 4.4; and (ii) the remainder of his Accrued Annual Pension, which he had accrued after December 31, 1988, paid to him in one of the forms provided for under Section 4.6 of the Plan.

Effective December 31, 1996, in no event shall the “actuarial value” (as determined under Section 13.7) of the “value of the accrued benefit” (as determined under Section 13.7) listed under Schedule A, Column 2, increased by interest at the rate of 5% per annum from December 14, 1976 to the date of determination, counting only completed months, for any Participant or Former Participant, who is covered by the provisions of this Article XIII, be greater than the Participant’s Accrued Annual Pension payable under Section 4.1 of the Plan.

13.4Payment of Vested Benefits. Any Participant or Former Participant covered under this Article XIII who terminates employment with the Employer and all Affiliates with a nonforfeitable benefit under Section 5.1 may elect in writing on forms provided by the Administrative Committee to receive the value of his benefit under Schedule A, Column 2,

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increased by interest at the rate of 5% per annum from December 14, 1976 to the date of determination, counting only completed months, in a lump sum. The “remaining value” of his benefit, if any, shall be paid in accordance with Section 4.6(e). Any such Participant or Former Participant, the value of whose accrued benefit under Schedule A, Column 2, without increase, is $20,000 or more, alternatively may elect in writing, on forms provided by the Administrative Committee, payment of the value of the entire benefit to which he is entitled under the Plan in an “actuarially equivalent” lump sum.

Notwithstanding the foregoing, effective January 1, 1989, any Participant covered under this Section 13, who is a Highly Compensated Employee, determined as of any date, and the value of whose benefit under Schedule A, Column 2, without increase, is $20,000 or more may not elect to have the value of the entire benefit to which he is entitled under the Plan, paid in a lump sum, but alternatively may elect in writing, on forms provided by the Administrative Committee, payment of (i) only the value of the benefit which he had accrued as of December 31, 1988 under the Plan in an actuarial equivalent lump sum (as determined under Section 13.7) upon his Termination of employment in accordance with the provisions of Section 4.5; and (ii) the remainder of his Accrued Annual Pension, which he had accrued after December 31, 1988, paid to him in one of the forms provided for under Section 4.6 of the Plan.

If a Participant or Former Participant who receives a distribution hereunder returns to service covered by the Plan, his prior service shall be restored for purposes of benefit accrual if he contributes to the Trust Fund in cash the amount of the distribution he received, together with interest thereon at the rate set forth in section 411(c)(2)(C) of the Code per annum, compounded annually, before suffering five consecutive Breaks in Service or five years following the date he is reemployed by the Employer, if earlier. If the Participant or Former Participant does not make such a contribution as provided above, his Accrued Annual Pension upon subsequent termination of service shall be based on accruals arising from and after his return to service under the terms of the Plan plus any “remaining value” of his benefit at the date of his previous termination of service not paid hereunder upon his previous termination of service.

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Effective December 31, 1996, in no event shall the “actuarial value” (as determined under Section 13.7) of the “value of the accrued benefit” (as determined under Section 13.7) listed under Schedule A, Column 2, increased by interest at the rate of 5% per annum from December 14, 1976 to the date of determination, counting only completed months, for any Participant or Former Participant, who is covered by the provisions of this Article XIII, be greater than the Participant’s Accrued Annual Pension payable under Section 4.1 of the Plan.

13.5Death Benefits. The Beneficiary of any Participant or Former Participant covered under this Article XIII who attained his Normal Retirement Date, as defined under the terms of the Plan as in effect on December 14, 1976, on or before December 14, 1976, and dies on or after December 15, 1976, but prior to the earlier of the date (i) benefit payments to him commence or (ii) an annuity contract is purchased to provide his retirement benefit, shall be entitled to receive a death benefit equal to the “actuarial value” at the time of death of such Participant’s or Former Participant’s accrued benefit under Schedule A, Column 2. The benefit will be paid in the mode of distribution designated by the Participant or Former Participant in writing; provided, however, if the Participant’s or Former Participant’s designated Beneficiary should die on or before the commencement of distribution of benefits or the Participant or Former Participant fails to designate the mode of distribution, the mode of distribution shall be determined by the Administrative Committee after consultation with the Participant’s or Former Participant’s Beneficiary. Notwithstanding the foregoing, if the Participant or Former Participant is married, the Participant’s or Former Participant’s Spouse shall be the Beneficiary unless the Spouse waives the right to be the Beneficiary in writing witnessed by a notary public or a member of the Administrative Committee in accordance with the rules established by the Administrative Committee.

Notwithstanding the foregoing, effective January 1, 1989, any Participant covered under this Section 13, who is a Highly Compensated Employee, determined as of any date, and the value of whose benefit under Schedule A, Column 2, without increase, is $20,000 or more may not elect to have the value of the entire benefit to which he is entitled under the Plan paid as a lump sum death benefit, but alternatively may elect in writing, on forms provided by the Administrative Committee, payment of (i) the value of the benefit which he had accrued as of

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December 31, 1988 under the Plan in an actuarial equivalent lump sum (as determined under Section 13.7) upon his death paid to his Beneficiary; and (ii) the remainder of his Accrued Annual Pension, which he had accrued after December 31, 1988, paid to his Beneficiary in the form provided for under Section 4.7 of the Plan.

Effective December 31, 1996, in no event shall the “actuarial value” (as determined under Section 13.7) of the “value of the accrued benefit” (as determined under Section 13.7) listed under Schedule A, Column 2, increased by interest at the rate of 5% per annum from December 14, 1976 to the date of determination, counting only completed months, for any Participant or Former Participant, who is covered by the provisions of this Article XIII, be greater than the Participant’s Accrued Annual Pension payable under Section 4.1 of the Plan.

13.6Transfer of Benefit.

(i)Any Participant or Former Participant (A) who has reached his Normal Retirement Date on or before December 15, 1976, (B) whose benefit is calculated under the Plan as effective prior to December 15, 1976 and (C) whose benefit payments have not started prior to October 9, 1979, shall be entitled to elect irrevocably in writing as hereinafter provided that the Administrative Committee transfer the amount of his accrued benefit to be held as a separate bookkeeping account under the terms of the Trust Agreement. The election may be made effective as of the January 1st or July 1st next following the delivery of a written request to the Administrative Committee at least 30 days before such date.

(ii)In addition to the forms of settlement provided under Section 4.6, a Participant or Former Participant covered under this Section 13.5, shall be entitled to elect in writing on forms provided by the Administrative Committee one of the following settlement options:

(A)approximately equal monthly, quarterly or annual installments as elected by the Participant or Former Participant over a period not exceeding the life expectancy of the Participant or Former Participant or the joint life expectancy of the Participant or Former Participant and his designated Beneficiary with the remainder of such installments, if any, after the Participant’s or Former Participant’s death payable to his designated beneficiary or Beneficiaries; or

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(B)a lump sum; or

(C)any combination of the above.

Notwithstanding the foregoing, the Participant or Former Participant must elect under this Section 13.5(ii) or 4.6(e) a method of settlement under which the present value of the installments to be paid to the Participant or Former Participant over his projected life span is more than 50% of the present value of the installments payable to both the Participant or Former Participant and his Beneficiary or Beneficiaries.

(iii)The Beneficiary of any Participant or Former Participant eligible to make the election under Section 13.6(i) who is to receive death benefits under Section 13.5, may subject to the approval of the Administrative Committee, request that the value of the death benefit be held as a separate bookkeeping account under the terms of the Trust Agreement, with distribution to be made in the mode provided for under Section 13.5.

13.7Actuarial Equivalency. With respect to Article XIII, when referring to amounts developed under Article IV, “actuarial value”, “remaining value”, “actuarial equivalent” and “value of the accrued benefit” shall be determined using GAM71 Male mortality table and interest at the rate of 5.5% per annum. However, the value so determined for any Participant or Former Participant to whom this Article XIII applies shall not be less than the actuarial value of the accrued benefit for that Participant or Former Participant as of July 31, 1983, determined using the GAM71 Male and Female (as appropriate) mortality table and interest at the rate of 5.5% per annum. When referring to amounts developed from Schedule A, Column 2, the amount of accrued benefits and actuarial equivalents shall be determined as described, using interest at the rate of 5% per annum.

Effective with respect to any lump sum payable pursuant to this Article XIII on or after January 1, 1998, to any Participant or Former Participant, the value of such benefit shall be equal to the greater of (i) and (ii) below:

(i)The Actuarial Equivalent of the amount set forth in Column 1 of Schedule A (using the assumptions set forth in paragraph (b) of the definition of Actuarial Equivalence in Section 2.1 of the Plan); or

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(ii)The “value of the accrued benefit” (as determined under Section 13.7) to which he is entitled under Schedule A, Column 2, increased with interest at 5% per annum from December 14, 1976 to the date of determination, counting only completed months.

Executed as of the 21st day of December, 2010.

/s/ THE PEP BOYS — MANNY, MOE & JACK

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Appendix A

Participating Employers

The Pep Boys — Manny, Moe & Jack

The Pep Boys — Manny, Moe & Jack of California

Pep Boys — Manny, Moe & Jack of Delaware, Inc. (effective 1/29/95)

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EX-10.8

Exhibit 10.8

The Pep Boys

Savings Plan

Amended and Restated Effective as of January 1, 2010

Table of Contents

I: INTRODUCTION	1
II: DEFINITIONS AND CONSTRUCTION	3
III: PARTICIPATION AND SERVICE	16
IV: EMPLOYER CONTRIBUTIONS	19
V: ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS	36
VI: PAYMENT OF BENEFITS	43
VII: TRUST FUND	62
VIII: ADMINISTRATION	67
IX: MISCELLANEOUS	75
X: AMENDMENTS AND ACTION BY EMPLOYER	77
XI: SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS	79
XII: PLAN TERMINATION	80
XIII: DETERMINATION OF TOP-HEAVY STATUS	81
APPENDIX A	86
APPENDIX B	87

I:  Introduction

The Pep Boys Savings Plan was established by The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation, effective September 1, 1987, for the benefit of certain of its salaried and hourly employees and its Participating Employers, and their beneficiaries. It is to be maintained according to the terms of this instrument. The Committee has the authority to manage the administration of this Plan. The assets of this Plan are held in trust by the Trustee in accordance with the terms of the Trust Agreement, which is considered to be an integral part of this Plan. The Committee shall direct the Trustee as to the investment of the assets in the Trust Fund in accordance with the terms of the Plan and Trust.

The Plan is intended to be a discretionary “profit sharing” plan as defined in section 401(a)(27) of the Code.

The Plan was amended effective January 1, 1989 to reflect various provisions of the Tax Reform Act of 1986, as amended, and other legislation (or such earlier date as required by law). The effective date of any other changes to the Plan shall be as noted herein.

Effective January 1, 1997 (except as otherwise indicated herein for specified provisions or as required by law), the Plan was further amended to reflect:

·The Uniformed Services and Reemployment Rights Act of 1994;

·The Uruguay Round Agreement Act (“GATT”) of 1994;

·The Small Business and Job Protection Act of 1996;

·The Taxpayer Relief Act of 1997; and

·The Internal Revenue Service Restructuring and Reform Act of 1998.

The Plan has been subsequently been amended from time to time and is now amended and restated, effective as of January 1, 2010, except as otherwise provided herein or as required by applicable law, to incorporate prior amendments and to reflect certain requirements of the Pension Protection Act of 2006, the Worker, Retiree and Employer Recovery Act of 2008 and the Heroes Earnings Assistance and Relief Tax Act of 2008.

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The rights of those individuals (or their beneficiaries) who terminated employment prior to the effective date of any changes to the Plan, are governed by the terms and conditions of the Plan then in effect.

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II:  Definitions And Construction

2.1           Definitions. The following words and phrases, when used in this Plan, shall have the following meanings:

Accounts means a Participant’s Pre-Tax Contribution Account, Matching Contribution Account, Discretionary QNEC Account and Rollover Account.

Administrative Delegate means one or more persons or institutions to which the Committee has delegated certain administration functions pursuant to a written agreement.

Affiliate means any employer which has not adopted this Plan and is not a Participating Employer, but which is included as a member with the Employer in a controlled group of corporations, or which is a trade or business (whether or not incorporated) included with the Employer in a brother-sister group or combined group of trades or businesses under common control or which is a member of an affiliated service group in which the Employer is a member, determined in each instance in accordance with sections 414(b), (c), (m) and (o) of the Code.

Annual Additions means, with respect to each Limitation Year, the total of the Employer contributions and forfeitures allocated to a Participant’s Accounts pursuant to the provisions of the Plan (other than Pre-Tax Contributions made pursuant to Section 4.1(a)(ii) of the Plan), plus the total of any Participant contributions for such Limitation Year, plus amounts described in section 415(l)(1) and 419A(d)(2) of the Code, if any. Annual Additions also shall include any additions to the account of a Participant under any other qualified defined contribution plan maintained by the Employer or an Affiliate.

For purposes of determining Annual Additions, Compensation for any Limitation Year shall mean the Compensation paid to a Participant by the Employer and any Affiliate and shall include a Participant’s earned income, wages, salaries, and fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer or Affiliate (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips and bonuses), and excluding the following:

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(1)           Employer or Affiliate contributions to a plan of deferred compensation which are not includable in the Employee’s gross income for the taxable year in which contributed, or Employer or Affiliate contributions which are deductible by the Employee, or any distribution from a plan of deferred compensation;

(2)           Amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(3)           Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and

(4)           Other amounts which receive special tax benefits or contributions made by the Employer or an Affiliate (whether or not under a salary reduction agreement) towards the purchase of an annuity described in section 403(b) of the Code (whether or not the amounts are actually excludable from the gross income of the Employee).

Effective January 1, 1998, amounts described in this paragraph (4) shall not be excluded from compensation for purposes of Annual Additions.

Beneficiary means a person or persons (natural or otherwise) designated by a Participant in accordance with the provisions of Section 6.6 (or deemed to have been designated) to receive any death benefit which shall be payable under this Plan.

Board of Directors means the Board of Directors of The Pep Boys — Manny, Moe & Jack.

Calendar Quarter means the three consecutive month periods beginning each January 1, April 1, July 1 and October 1.

Code means the Internal Revenue Code of 1986, as it may be amended, and includes any regulations issued thereunder.

Committee means the individuals appointed under Section 8.1 to administer the Plan.

Company means The Pep Boys — Manny, Moe & Jack, a corporation organized and existing under the laws of Pennsylvania, or its predecessor company, its successor or successors which elect to continue this Plan.

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Company Stock means the Company’s Common Stock, par value of $1.00 per share.

Company Stock Fund means a fund established by the Company for investment purposes which is comprised of Company Stock and a small amount of cash.

Compensation means the total of all remuneration paid during a Plan Year to a Participant by the Employer for personal services, including overtime pay, bonuses and commissions, as reported to a Participant on Box 1 of Form W-2 (Box 10 prior to 1993) and unless specifically excluded hereunder, Pre-Tax Contributions, if any, authorized by a Participant under this Plan or salary reduction contributions under a section 125 of the Code cafeteria plan, but excluding reimbursement for business, travel or entertainment expenses incurred by the Participant and not reported to the Internal Revenue Service as wages; excluding the amount of any “opt-out bonus” under the Company’s cafeteria (section 125 of the Code) plan; and excluding the amount of any fringe benefits reported to the Internal Revenue Service as wages. A Participant’s Compensation for any Plan Year beginning prior to January 1, 1994, in excess of $200,000 (as adjusted each Plan Year by the Secretary) shall not be taken into account for any purposes under the Plan, as required under section 401(a)(17) of the Code. Effective January 1, 1994, Compensation for any Plan Year shall not exceed $150,000 (such amount to be indexed each year by the Secretary). For purposes of the preceding two sentences, a Participant who has Compensation in excess of $200,000 or $150,000 respectively (in each case as adjusted by the Secretary) may continue to participate under the terms of the Plan after having received $200,000 or $150,000 of Compensation during the Plan Year as long as the aggregate amount of Compensation taken into account under the terms of the Plan for any Plan Year does not exceed $200,000 or $150,000 (in each case as adjusted by the Secretary) as applicable. Effective for Plan Years beginning after December 31, 2007, Compensation for purposes of this paragraph shall not include any amounts that are excluded from the definition of compensation set forth in section 415(c)(3) of the Code.

Notwithstanding any provision in this Plan to the contrary, for purposes of determining Pre-Tax Contributions and Matching Contributions for a Participant, Compensation shall include such individual’s Compensation beginning with the first payroll period following

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satisfaction of the service requirements of Section 3.1; or the date the Participant elects to authorize Pre-Tax Contributions to the Plan, if later.

For purposes of Sections 4.5 and 4.7, Compensation shall mean any definition of compensation permissible under section 414(s) of the Code and regulations thereunder for such period as is determined by the Committee in its sole discretion. The compensation used for this purpose that is paid or made available for Plan Years beginning on and after January 1, 1998, shall include elective amounts that are not includible in the gross income of the Participant by reason of section 132(f)(4) of the Code.  Compensation for purposes of this paragraph shall include the following post-severance compensation amounts if paid by the end of the Limitation Year that includes the Employee’s termination of employment, or if later, the Post Termination Period and if:

(i)            the payment is regular pay as described in Treas. Reg. section 1.415(c)-(2)(e)(3)(ii); or

(ii)           the payment is for unused accrued bona fide sick, vacation or other leave that the Employee would have been able to use if employment had continued. Any payments not described in the foregoing subsections (i) or (ii) shall not be considered Compensation if paid after termination of employment, even if they are paid within the Post Termination Period.

The Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed the dollar limit in effect under section 401(a)(17) of the Code ($245,000 for 2010), as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code. Annual compensation means compensation during the Plan Year or such other consecutive 12-month period over which compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

Effective January 1, 2011, Compensation shall include the amount of any military differential wage payments made by the Employer to a Participant in accordance with section 3401(h) and section 414(u)(12) of the Code.

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Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

Disability means a disability that results in the Participant’s entitlement to long-term disability benefits under the Social Security Act.

Discretionary QNECs means the discretionary qualified nonelective contributions made by the Employer on a Participant’s behalf pursuant to Section 4.1(d).

Discretionary QNEC Account means the account maintained for a Participant to record his share of Discretionary QNECs under Section 5.2(b)(iii) and adjustments relating thereto.

Distributee means a Participant, a former Participant, a Participant’s or former Participant’s surviving Spouse and a Participant’s or former Participant’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, within the meaning of section 414(p) of the Code.

Early Retirement Date means separation from service with the Employer and any Affiliate on or after attainment of age 55 and completion of five years of credited service, as defined in the Company’s Pension Plan. A Participant is credited with a year of credited service for each Plan Year in which he completed 1,000 Hours of Service with the Employer.

Effective Date means September 1, 1987, which is the date on which the provisions of this Plan became effective.

Eligible Employee means an Employee performing services for the Employer, including any officer or director who shall so qualify. Notwithstanding the foregoing, in no event shall an individual be an Eligible Employee if the individual is a bonafide resident of Puerto Rico within the meaning of the Puerto Rico Internal Revenue Code of 1994, as amended, as determined by the Employer.

A Leased Employee shall not be deemed to be an Eligible Employee. Any Employee whose terms of employment are covered by a collective bargaining agreement that does not provide for participation in the Plan, shall not be deemed to be an Eligible Employee.

Eligible Participant means as of each Entry Date, for purposes of Sections 4.5 and 4.6, each Eligible Employee who has met the requirements for participation in the Plan regardless

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of whether he has authorized the Employer to make Pre-Tax Contributions on his behalf to the Plan. For purposes of Section 4.7 and 4.8, Eligible Participant means each Eligible Employee who has met the requirements for participation in the Plan regardless of whether he has authorized the Employer to make Pre-Tax Contributions on his behalf to the Plan and who is otherwise eligible to receive a Matching Contribution in accordance with Section 4.1(c).

Eligible Retirement Plan means (A) an individual retirement account described in section 408(a) of the Code, (B) an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract), (C) an annuity plan described in section 403(a) of the Code, (D) a qualified plan described in section 401(a) of the Code the terms of which permit the acceptance of the Distributee’s Eligible Rollover Distribution, (E) an eligible deferred compensation plan described in section 457(b) of the Code that is maintained by an eligible employer described in section 457(e)(I)(A) of the Code that shall separately account for the distribution or (F) an annuity contract described in section 403(b) of the Code.  The portion of any Eligible Rollover Distribution that consists of after-tax employee contributions only may be paid to any Eligible Plan described in (A) or (B), a qualified plan described in (C) or (D) or a plan described in (F) that separately accounts for the amounts transferred earnings on such amounts.

Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; any hardship withdrawal; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). However, such portion may be paid only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the

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portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.  An Eligible Rollover Distribution shall include an unpaid loan that is offset against a Participant’s total Account balance when he receives a distribution at Termination of employment in accordance with Section 6.9(h) of the Plan.  Effective January 1, 2007, the nontaxable portion of an Eligible Rollover Distribution may be rolled over tax-free to an Eligible Retirement Plan as specified below if the Eligible Retirement Plan provides for separate accounting of the amount transferred and earnings on such amounts.

Employee means any individual employed by the Employer as a common law employee.  An Employee does not include an independent contractor or any other person who the Employer determines, in its sole discretion based on the criteria set forth in Treas. Reg. section 31.3401(c)-1, is not a common law employee.  If a person described in the preceding sentence is subsequently reclassified as, or determined to be, an employee by the Internal Revenue Service, any other governmental agency or authority, or a court, or if the Employer is required to reclassify such an individual as an employee as a result of such reclassification or determination (including any reclassification by the Employer in settlement of any claim or action relating to such individual’s employment status), such individual will not become eligible to become a Participant in this Plan by reason of such reclassification or determination.

Employer means the Company and any Participating Employer, which with the approval of the Board of Directors, has adopted this Plan. The Participating Employers are listed on Appendix A.

Entry Date means, effective January 1, 1993, the first day of each Calendar Quarter. Prior to January 1, 1993, the Entry Date was January 1 and July 1 of each Plan Year.

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

Excess Aggregate Contributions means with respect to each Plan Year, the amount determined for Highly Compensated Eligible Participants under the procedure set forth in Treas. Reg. section 1.401(m)-2(b)(2) or any successor thereto.

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Excess Contributions means with respect to each Plan Year, the amount determined for Highly Compensated Eligible Participants under the procedure set forth in Treas. Reg. section 1.401(k)-1(f)(2) or any successor thereto.

Family Member means the Spouse and lineal ascendants or descendants (and their spouses) of a Highly Compensated Eligible Participant.

Fiduciary means the Employer, the Board of Directors, the Committee or the Trustee, but only with respect to the specific responsibilities of each with respect to Plan and Trust administration.

Former Participant means any former Employee who has credits in his Accounts as of the close of any Plan Year.

Highly Compensated Eligible Participant means those Eligible Participants who are Highly Compensated Employees.

Highly Compensated Employee means the individuals described in (a) and (b):

(a)           Employees who were five percent owners, as defined in section 416(i)(1)(iii) of the Code, at any time during the determination year or the look-back year; and

(b)           Employees with compensation greater than $80,000 (as adjusted at the same time and in the same manner as section 415(d) of the Code) during the look-back year.

(c)           For purposes of determining whether an Employee is highly compensated, the determination year is the Plan Year for which the determination is being made. The look-back year is the twelve month period preceding the determination year.

(d)           For purposes of defining Highly Compensated Employee, compensation means compensation as defined in section 415(c)(3) of the Code, including elective contributions. The dollar limits are those for the calendar year in which the determination or look-back year begins.  Compensation for purposes of this paragraph shall include the following post-severance compensation amounts if paid by the end of the Limitation Year that includes the Employee’s termination of employment, or if later, the Post Termination Period and if:

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(i)            the payment is regular pay as described in Treas. Reg. section 1.415(c)-(2)(e)(3)(ii); or

(ii)           the payment is for unused accrued bona fide sick, vacation or other leave that the Employee would have been able to use if employment had continued. Any payments not described in the foregoing subsections (i) or (ii) shall not be considered Compensation if paid after termination of employment, even if they are paid within the Post Termination Period.

Effective January 1, 2009, compensation for purposes of this paragraph shall include the amount of any military differential wage payments made by the Employer to a Participant in accordance with section 3401(h) and section 414(u)(12) of the Code.

(e)           The Plan shall take into account Employees of all companies aggregated under sections 414(b), (c), (m) and (o) of the Code, in determining who is highly compensated. Also, for this purpose, the term “Employee” shall include Leased Employees.

Hours of Service means:

(a)           Performance of Duties. The actual hours for which an Employee is paid or entitled to be paid for the performance of duties by the Employer;

(b)           Nonworking Paid Time. Each hour for which an Employee is paid or entitled to be paid by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, disability, layoff, jury duty, military duty or leave of absence; provided, however, no more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which he performed no duties; and provided further that no credit shall be given for payments made or due under a plan maintained solely for the purpose of complying with applicable workmen’s or unemployment compensation or disability insurance laws or for payments which solely reimburse an Employee for medical or medically related expenses incurred by the Employee;

(c)           Back Pay. Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer; provided, however, Hours of Service

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credited under paragraphs (a), (b) and (c) above shall not be recredited by operation of this paragraph;

(d)           Equivalencies. With respect to full-time Employees only, the Committee has adopted the following equivalency method for counting Hours of Service that are permissible under regulations issued by the Department of Labor: (1) 45 Hours of Service for each week in which an Employee is credited with at least one Hour of Service. Actual Hours shall be counted for those Employees who are not employed on a full time basis.

The adoption of any equivalency method for counting Hours of Service shall be evidenced by a certified resolution of the Committee, which shall be attached to and made part of the Plan. Such resolution shall indicate the date from which such equivalency shall be effective; and

(e)           Miscellaneous. Unless the Committee directs otherwise, the methods of determining Hours of Service when payments are made for other than the performance of duties and of crediting such Hours of Service to Plan Years set forth in Regulations §2530.200b-2(b) and (c) promulgated by the Secretary of Labor shall be used hereunder and are incorporated by reference into the Plan.

Participants on military leaves of absence who are not directly or indirectly compensated or entitled to be compensated by the Employer while on such leave shall be credited with Hours of Service as required by Section 9 of the Military Selective Service Act.

Notwithstanding any other provision of this Plan to the contrary, an Employee shall not be credited with Hours of Service more than once with respect to the same period of time.

Eligible Employees shall be credited with any Hours of Service required to be credited to them in accordance with the Family and Medical Leave Act and The Uniformed Services Employment and Reemployment Rights Act of 1994.

Income means the net gain or loss of the Trust Fund from investments, as reflected by interest payments, dividends, realized and unrealized gains and losses on securities, other investment transactions and expenses paid from the Trust Fund. In determining the Income of the Trust Fund for any period, assets shall be valued on the basis of fair market value, except

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for any investment that the Committee determines shall be valued on the basis of book or contract value.

Investment Manager means an investment adviser, bank or insurance company, meeting the requirements of Section 3(38) of ERISA appointed by the Company to manage the Plan’s assets in accordance with the Trust Agreement.

Leased Employee means any person who is not an Employee of the Employer and who provides services to the Employer if:

(a)           such services are provided pursuant to an agreement between the Employer and any leasing organization;

(b)           such person has performed such services for the Employer (or for the Employer and Affiliates) on a substantially full-time basis for a period of at least one year; and

(c)           (prior to January 1, 1997) such services are of a type historically performed in the business field of the Employer by Employees. Effective January 1, 1997, such services are performed under primary direction or control of the Employer.

Notwithstanding the foregoing, a person shall not be deemed to be a Leased Employee if he is covered by a plan maintained by the leasing organization and Leased Employees (as determined without regard to this paragraph) do not comprise more than 20% of the Employer’s nonhighly compensated workforce. Such plan must be a money purchase pension plan providing for nonintegrated employer contributions of ten percent of compensation and also providing for immediate participation and vesting.

Limitation Year means the Plan Year.

Matching Contributions means the contributions made by the Employer pursuant to Section 4.1(c).

Matching Contribution Account means the account maintained for a Participant to record his share of Matching Contributions under Section 5.2(b)(ii) and adjustments relating thereto.

Normal Retirement Date means the date on which a Participant attains age 65.

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Participant means an Eligible Employee participating in the Plan in accordance with the provisions of Section 3.2.

Participating Employer means any direct or indirect subsidiary of the Company or any other entity designated by the Board of Directors, which has adopted this Plan with the approval of the Company, including but not limited to Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc., but solely for purposes of allowing Eligible Employees (employees who are not bonafide residents of Puerto Rico) who are Eligible Participants to participate in the Plan.

Plan means the Pep Boys Savings Plan, as amended from time to time.

Plan Year means the 12 consecutive month period commencing January 1 and ending December 31; provided that the first Plan Year shall be a short Plan Year from September 1, 1987 through December 31, 1987.

Pre-Tax Contributions means the contributions made by the Employer on a Participant’s behalf pursuant to Section 4.1(a).

Pre-Tax Contribution Account means the account maintained for a Participant to record his share of Pre-Tax Contributions under Section 5.2(b)(i) and adjustments relating thereto.

Qualified Military Service means service in the uniformed services (as defined in chapter 43 of title 38, United States Code) by any Employee if such Employee is entitled to reemployment rights under such chapter with respect to such service.

Retirement means Termination of employment with the Employer at or after Normal Retirement Date.

Rollover Account means the account maintained for a Participant to record the amount of contributions he has rolled over to the Plan pursuant to Section 4.9 and adjustments relating thereto.

Spouse (surviving spouse) means the spouse or surviving spouse of the Participant or Former Participant, as the context requires, who is a person of the opposite gender who is the lawful husband or lawful wife of a Participant under the laws of the state or country of the Participant’s domicile; provided, however, that a former Spouse shall be treated as the Spouse or

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surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code.

Terminated or Termination means a termination of employment with the Employer or with an Affiliate for any reason other than a transfer of employment from the Employer to an Affiliate or from an Affiliate to another Affiliate. A transfer of employment from the Employer or Affiliate to Pep Boys — Manny, Moe & Jack of Puerto Rico, Inc. shall not constitute a Termination of employment.

Trust (or Trust Fund) means the fund known as the “Pep Boys Savings Plan Trust,” maintained by the Trustee in accordance with the terms of the Trust Agreement, as amended from time to time, which constitutes a part of this Plan.

Trustee or Trustees means any corporation or individuals appointed by the Board of Directors of the Company to administer the Trust.

Valuation Date means, effective July 1, 1993, the last business day of each month. Prior to July 1, 1993, Valuation Date means the last business day of each Calendar Quarter or more frequently as the Trustee shall determine. Effective October 1, 1998, Valuation Date means any business day that the New York Stock Exchange is open for business and any other date chosen by the Committee.

Year of Eligibility Service means a 12 consecutive month period beginning on the date an Eligible Employee’s employment commences (the “initial eligibility computation period”), provided such Eligible Employee is credited with at least 1,000 Hours of Service. If an Eligible Employee is not credited with 1,000 Hours of Service in the initial eligibility computation period, then the eligibility computation period shall be the Plan Year, beginning with the Plan Year that includes the first anniversary of the Eligible Employee’s initial eligibility computation period.

2.2           Construction. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary.

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III:  Participation And Service

3.1           Eligibility to Participate. Any Eligible Employee who was employed by the Employer on December 31, 1988 shall continue as a Participant as of January 1, 1989. Each other Eligible Employee shall be eligible to become a Participant as of the date on which he attains age 21 and is credited with a Year of Eligibility Service.

3.2           Commencement of Participation. Each Eligible Employee who has satisfied the requirements of Section 3.1 shall commence participation in the Plan on the Entry Date coincident with or next following the date he satisfies such requirement.

Each Eligible Employee who is eligible for participation in the Plan shall become a Participant by filing the appropriate forms with the Committee, and shall supply such information as is reasonably necessary for the administration of this Plan.

Effective October 1, 1998, an Eligible Participant who does not elect to make Pre-Tax Contributions to the Plan as of the first Entry Date that is coincident with or next following the date he has met the eligibility requirements of Section 3.1, may elect to commence to make Pre-Tax Contributions to the Plan, as soon as practicable following any subsequent payroll period.

3.3           Cessation of Participation. An Eligible Employee shall cease to be a Participant upon the earliest of: (i) the date on which he retires under the retirement provisions of the Plan; (ii) the date on which his employment with the Employer terminates for any reason, including death or Disability; or (iii) the date on which he ceases to be an Eligible Employee.

3.4           Special Rules for Eligibility Purposes. For purposes of determining an Eligible Employee’s eligibility to participate in the Plan, Hours of Service shall include an Employee’s Hours of Service (i) with an Affiliate after it became an Affiliate hereunder; (ii) while an Employee, but not an Eligible Employee, of the Employer or an Affiliate, after it became an Affiliate hereunder; or (iii) while a Leased Employee of the Employer or an Affiliate.

3.5           Participation and Service upon Reemployment. Upon the reemployment of any person after the Effective Date who had previously been employed by the Employer on or

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after the Effective Date, the following rules shall apply in determining his participation in the Plan and his Years of Service under Section 3.4.

If the reemployed Employee was not a Participant in the Plan during his prior period of employment, he must meet the requirements of Section 3.1 for participation in the Plan as if he were a new Employee. Any Years of Eligibility Service in which he was credited with 1,000 Hours of Service during his prior period of employment shall be reinstated upon his reemployment. If the reemployed Employee was a Participant during his prior period of employment, he shall resume participation in the Plan as soon as administratively practicable following his reemployment by the Employer.

3.6           Transfers to Affiliates and Change in Status. A Participant’s status as such under the Plan shall be modified upon and after the date as of which a Participant (i) is transferred to an Affiliate; (ii) becomes a Leased Employee; (iii) becomes an Employee whose terms of employment are covered by a collective bargaining agreement that does not provide for participation in this Plan; or (iv) ceases for any other reason to be an Eligible Employee while still employed by the Employer.

The Participant shall share in Employer contributions only to the extent of his Compensation up to the time such transfer or change in status occurs and shall not thereafter, unless he later is transferred back to the Employer or again becomes an Eligible Employee and becomes eligible under the terms of the Plan to share in such allocations. He, however, shall share in Income allocations pursuant to Section 5.2(a).

3.7           Transfers From Affiliates and Change in Status. Any Employee who transfers to the Employer from an Affiliate or who becomes an Eligible Employee eligible for participation in the Plan, shall be eligible to participate in the Plan and to make Pre-Tax Contributions to the Plan on the later of the first Entry Date coincident with or next following his satisfaction of the eligibility requirements of Section 3.1 or as soon as practicable following the next payroll period that he elects to contribute that is coincident with or next following his change in status.

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The Participant shall share in Employer contributions only to the extent of his Compensation after such transfer or change in status occurs if he becomes an Eligible Employee and becomes eligible under the terms of the Plan to share in such allocations.

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IV:  Employer Contributions

4.1Employer Contributions.

(a)Pre-Tax Contributions.

(i)Subject to the limitations of Sections 4.5 and 5.4, each Participant shall have the option to authorize the Employer, in writing and in accordance with procedures established by the Committee, to contribute to the Plan for a Plan Year on his behalf, an amount equal to any one half of a percentage of his Compensation from one half of a percent (0.5%) up to twelve percent (50%) (as determined without regard to this Section 4.1(a)) for such Plan Year.  The Committee shall have the discretion to apply a lower limitation to Highly Compensated Employees.  Such authorization shall be in the form of an election by the Participant to have his Compensation reduced by payroll withholding. Payroll deduction shall commence as soon as practicable following the Entry Date on which an Eligible Employee becomes a Participant or the date the Participant elects to make Pre-Tax Contributions to the Plan. Such withheld amounts are to be transmitted by the Employer to the Trustee as of the earliest date on which such amounts can reasonably be segregated from the Employer’s general assets. Effective February 3, 1997, such withheld amounts are to be transmitted by the Employer to the Trustee no later than the date required by DOL Reg. Section 2510.3-102(b). The amount of such contributions, together with contributions under Sections 4.1(c) and (d), shall not exceed the maximum amount allowable as a deduction under the Code for the Plan Year.

(ii)Effective January 23, 2004, in addition to the amount of Pre-Tax Contributions made pursuant to subsection (a)(i), the Employer shall make a Pre-Tax Contribution for the Plan Year to the Pre-Tax Contribution Account of each Participant who attains age 50 prior to the end of a Plan Year who, with respect to that Plan Year, has executed a salary reduction agreement between the Participant and the Employer that provides for an additional reduction in the amount of Compensation otherwise payable to the Participant in an amount not to exceed the dollar maximum in effect under section 414(v) of the Code, as in effect for the Plan Year (reduced by, to the extent required by the Code and applicable Treasury

19

regulations, any other elective deferrals contributed on the Participant’s behalf pursuant to section 414(v) of the Code for the Plan Year); provided, however, that Pre-Tax Contributions shall be treated for all Plan purposes as contributed under subsection (a)(i) above in lieu of this subsection, unless the Participant is unable to make additional Pre-Tax Contributions under subsection (a)(i) above for the Plan Year due to limitations imposed by the Plan or applicable federal law.  Pre-Tax Contributions made pursuant to this subsection (a)(ii) shall not be taken into account for purposes of Sections 4.5 and 4.7 and the applicable limits under section 402(g) of the Code.

(iii)Notwithstanding the foregoing, the Participant shall be prohibited from authorizing any Pre-Tax Contributions to be made on his behalf under this Plan and elective contributions under any other plan, in excess of the applicable limit under section 402(g) of the Code in effect for the Plan Year to which such Pre-Tax Contributions relate. In the event a Participant has made excess deferrals under the Plan (or, if not, has determined that excess deferrals will be considered to exist under this Plan), then not later than the first day of April following the close of the Participant’s taxable year, the Participant may notify the Plan of the amount of the excess deferrals hereunder. The Participant shall be deemed to have notified the Plan of excess deferrals to the extent he has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the Plan and other plans of the Employer or Affiliate. The Employer may notify the Plan on behalf of the Participant under these circumstances.

In the event the dollar limit described in the preceding paragraph is exceeded for a Participant, the Committee shall direct the Trustee (1) to the extent the Participant is eligible to make Pre-Tax Contributions pursuant to Section 4.1(a)(ii) for the Plan Year (subject to the dollar maximum applicable to such section), recharacterize the excess contributions as made pursuant to Section 4.1(a)(ii), and (2) to the extent the excess cannot be recharacterized in accordance with clause (1), distribute the amount designated above including any Income allocated thereto to the Participant by the April 15 following the end of the calendar year with respect to which the excess occurred.   The Income attributable to a Participant’s excess deferral pursuant to this Section 4.1(a)(iii) for the Plan Year during which such excess deferral arose shall

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be determined in accordance with Treas. Reg. section 1.402(g)-1(e)(5)(ii).  A distribution of excess deferrals made for the Plan Year beginning January 1, 2007 only shall include income or loss attributable to the period between the last day of the Plan Year and the date of distribution of such excess deferrals as determined in accordance with Treas. Reg. section 1.402(g)-1(e)(5).  Excess deferrals to be distributed for a Plan Year shall be reduced by Excess Contributions previously distributed for the Plan Year beginning in such taxable year as set forth in Section 4.5. Matching Contributions allocated by reason of any excess deferral distributed pursuant to this Section, together with any income allocated thereto for the calendar year to which the excess deferral relates, shall be forfeited at the time such distribution is made. For this purpose, however, the excess deferrals that are returned to the Participant shall be deemed to be first those Pre-Tax Contributions for which no Matching Contribution was made and second those Pre-Tax Contributions for which a Matching Contribution was made. Accordingly, if the Pre-Tax Contributions that are returned to the Participant as excess deferrals were not matched, no Matching Contributions will be forfeited.

A Participant who has excess deferrals for a taxable year may receive a corrective distribution of excess deferrals during the same year. This corrective distribution shall be made only if:

(A)The Participant designates the distribution as an excess deferral. The Participant shall be deemed to have designated the distribution to the extent the Participant has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the Plan and other plans of the Employer and Affiliate. The Employer may make the designation on behalf of the individual under these circumstances.

(B)The correcting distribution is made after the date on which the Plan received the excess deferral.

(C)The Plan designates the distribution as a distribution of excess deferrals.

The term “excess deferrals” means the excess of an individual’s elective deferrals for any taxable year, as defined in Treas. Reg. section 1.402(g)-1(b), over the applicable limit under Section 402(g)(1) for the taxable year.

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Notwithstanding the foregoing, the Committee may further limit a Participant’s right to make Pre-Tax Contributions to the Plan if in the sole judgment and discretion of the Committee, such limits are necessary to ensure the Plan’s compliance with the requirements of sections 401(k) and (m) of the Code.

(iv)No Participant shall be permitted to have Pre-Tax Contributions made under this Plan, or any other qualified plan maintained by the Employer during any taxable year, in excess of the dollar limitation contained in section 402(g) of the Code in effect for such taxable year, except to the extent permitted under section 414(v) of the Code, if applicable.

(b)Change in Amount of Pre-Tax Contributions. Effective as of any Entry Date, upon written notice to the Committee to be effective as of the full payroll period following the processing of such notice, each Participant shall have the option to change the amount of Pre-Tax Contributions he has authorized the Employer to contribute to the Plan on his behalf pursuant to Section 4.1(a) in accordance with rules established therefore by the Committee. Effective October 1, 1998, a Participant may change the amount of Pre-Tax Contributions he has authorized to have contributed to the Plan on his behalf as of any subsequent payroll period to be effective as soon as practicable thereafter. Notwithstanding the foregoing, a Participant may authorize the Employer to cease making Pre-Tax Contributions on his behalf at any time, effective as of the next full payroll period following the processing of written notice to the Committee. A Participant who has ceased making Pre-Tax Contributions may again authorize Pre-Tax Contributions to be made to the Plan on his behalf as of any Entry Date upon written notice to the Committee, to be effective as of the next full payroll following the processing of such notice. Prior to January 1, 1993, all changes to Pre-Tax Contribution elections (other than a voluntary suspension of Pre-Tax Contributions) were effective as of any January 1 or July 1. Effective October 1, 1998, a Participant who has ceased making Pre-Tax Contributions may again authorize Pre-Tax Contributions to be made to the Plan on his behalf as of any subsequent payroll period to be effective as soon as practicable thereafter.

(c)Matching Contributions. Subject to the limitations of Sections 4.5 and 5.4, the Employer shall contribute for each Plan Year, an amount, if any, to be determined by

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the Board of Directors. Unless and until changed by the Board of Directors, such amount shall be as follows:

The lesser of (i) 50% of the Participant’s Pre-Tax Contributions for each Calendar Quarter in which he contributed; and (ii) three percent (3%) of the Participant’s Compensation for the Calendar Quarter. Effective October 1, 1998, the Employer’s contribution shall be equal to the lesser of (i) 50% of the Participant’s Pre-Tax Contributions for the payroll period in which he contributed; or (ii) three percent (3%) of the Participant’s Compensation for the payroll period. In order to share in the allocation of the Employer’s Matching Contribution, a Participant must be employed by the Employer on the last day of the Plan Year (or on a leave of absence under the Family and Medical Leave Act) or have Terminated employment during the Plan Year due to Normal Retirement, Early Retirement or Disability prior to the last day of the Plan Year. A Participant who becomes ineligible to participate in the Plan because the individual transfers employment to an Affiliate or becomes a bonafide resident of Puerto Rico shall be eligible for an allocation of the Employer’s Matching Contribution, notwithstanding the preceding sentence, provided that the individual is employed by the Employer or an Affiliate on the last day of the Plan Year (or on a leave of absence under the Family and Medical Leave Act). The Matching Contribution shall be made once each Plan Year, but based on the Pre-Tax Contributions that are made in each Calendar Quarter by those Participants eligible to share in the allocation of the Matching Contribution.

The amount of such contributions shall not exceed the maximum amount allowable as a deduction under the Code for such Plan Year and shall be subject to the limitations of Section 5.4.  Matching Contributions shall not be made with respect to Pre-Tax Contributions made pursuant to Section 4.1(a)(ii).

Effective October 1, 1998, the Matching Contribution shall be allocated once each Plan Year, but based on the Pre-Tax Contributions that are made in each payroll period by those Participants eligible to share in the allocation of the Matching Contribution.

(d)Discretionary QNECs. Subject to the limitations of Sections 4.4 and 5.3, the Employer shall contribute for each Plan Year an amount, if any, as determined by the Board of Directors on behalf of some or all Participants who are not Highly Compensated

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Eligible Participants. The amount of such contribution, together with contributions under Sections 4.1(a) and (c), shall not exceed the maximum amount allowable as a deduction under the Code for such Plan Year. It is intended that this contribution shall constitute a qualified nonelective contribution within the meaning of Treas. Reg. section 1.401(k)-6 or any successor thereto.

Effective for the Plan Year beginning January 1, 1997, the Employer shall make an additional contribution to the Plan on behalf of certain Participants who (i) are not Highly Compensated Employees, (ii) are employed as active hourly Employees of the Employer at the Los Angeles, Phoenix and Dallas distribution centers and whose wages are frozen; and (iii) are actively employed by the Employer on December 31, 1997 (or who are on a leave under the Family and Medical Leave Act as of such date).

Effective January 1, 1998, unless and until modified by the Board of Directors, for each Plan Year the Employer shall make an additional contribution to the Plan on behalf of Participants who (i) are not Highly Compensated Employees, (ii) are employed as active hourly Employees of the Employer at the Los Angeles, Phoenix and Dallas distribution centers; (iii) are actively employed by the Employer on December 31 of the Plan Year to which such contribution relates (or who are on a leave under the Family and Medical Leave Act as of such date); (iv) were ineligible to receive an increase in their hourly rate of pay for the 1996 calendar year (determined by comparing the hourly rate of pay in effect on December 31 of the applicable Plan Year to the hourly rate in effect on January 1 of the applicable Plan Year); and (v) are making Pre-Tax Contributions to the Plan as of December 31 of the applicable Plan Year to which the additional contribution relates. Effective December 31, 1998, the additional contribution authorized to be made on behalf of hourly employees at the Phoenix location, permanently ceased.

The amount of the additional contribution in shares shall be equal to $500.00 divided by the average of the mean between the highest and lowest quoted selling prices of the Company’s Common Stock on the New York Stock Exchange for each day of  the last ten (10) trading days of December of the applicable Plan Year, rounded to the nearest 1/1000th of a share. The additional contribution shall be allocated to each eligible Participant’s Matching Contribution Account. Effective October 1, 1998, the additional contribution shall be made in

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cash. The amount of the additional contribution to be allocated to each Eligible Participant’s Matching Contribution Account shall be equal to $500.00 in cash, which amount shall be allocated immediately to the purchase of units on behalf of each such Eligible Participant in the Company Stock Fund.

4.2Minimum Employer Contributions. Effective January 1, 1998, for each Plan Year, the Employer shall make contributions to the Plan in the form of Employer contributions (within the meaning of section 404 of the Code), in cash or company stock, at least equal to a specified dollar amount, on behalf of those individuals who are entitled to an allocation under Section 5.3. Such amount shall be determined by the Chief Financial Officer of the Company, by appropriate resolution, on or before the last day of the Employer’s taxable year that ends within such Plan Year.

The Minimum Employer Contribution for a Plan Year shall be paid by the Employer in cash or company stock in one or more installments without interest. The Employer shall pay the Minimum Employer Contribution at any time during the Plan Year, and for purposes of deducting such contribution, shall make the contribution, not later than the time prescribed by the Code for filing the Company’s income tax return including extensions, for its taxable year that ends within such Plan Year. Notwithstanding any provision of the Plan to the contrary, the Minimum Employer Contribution made to the Plan by the Employer (i) shall not revert to, or be returned to, the Employer and (ii) can be made whether or not the Employer has current or accumulated profits.

4.3Time and Manner of Contribution. All Employer contributions shall be paid directly to the Trustee, and except as provided in Section 4.1(a), a contribution for any Plan Year shall be made not later than the date prescribed by law for filing the Employer’s federal income tax return, including extensions, for such Plan Year.

4.4Conditions on Employer Contributions. To the extent permitted or required by ERISA and the Code, contributions under this Plan are subject to the following conditions:

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(a)If the Employer makes a contribution, or any part thereof, by good faith mistake of fact, such contribution or part thereof, or its then current value if less, shall be returned to the Employer within one year after such contribution is made;

(b)Contributions to the Plan are specifically conditioned upon their deductibility under the Code; to the extent a deduction is disallowed for any such contribution, such amount, or its then current value if less, shall be returned to the Employer within one year after the disallowance of the deduction; and

(c)The amount of any Employer contribution shall be subject to the limitations prescribed in Section 5.4.

4.5Limitations on Pre-Tax Contributions. Effective January 1, 1997, the amount of Pre-Tax Contributions made in each Plan Year on behalf of all Eligible Participants under the Plan shall comply with either (a) or (b) and (c), if applicable, below.

(a)The average deferral percentage for the Highly Compensated Eligible Participants for the current Plan Year shall not exceed the average deferral percentage of all other Eligible Participants for the immediately preceding Plan Year multiplied by 125%; or

(b)The average deferral percentage for Highly Compensated Eligible Participants for the current Plan Year shall not be greater than the average deferral percentage of all other Eligible Participants for the immediately preceding Plan Year multiplied by 200% and the excess of the average deferral percentage for Highly Compensated Eligible Participants for the current Plan Year over all other Eligible Participants for the immediately preceding Plan Year shall not exceed two percentage points.

Compliance with (a) and (b) above, shall be determined in accordance with the rules set forth in section 401(k)(3) of the Code and Treas. Reg. section 1.401(k)-1(b), or any successors thereto.

(c)Notwithstanding the foregoing, if this Section 4.5 and Section 4.7 are both satisfied by use of the limitation set forth in subsection (b) above, the average deferral percentages for the Highly Compensated Eligible Participants and the average contribution percentages for the Highly Compensated Eligible Participants, as defined in Section 4.7, also must satisfy the aggregate limit test set forth in Treas. Reg. section 1.401(m)-2(b)(3).

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Notwithstanding the above, for the Plan Years commencing January 1, 1997, and January 1, 1998, the Committee has elected in accordance with section 401(k)(3)(A) of the Code to determine the foregoing limitations with respect to the average deferral percentage for all Eligible Participants (other than Highly Compensated Eligible Participants) based on the current Plan Year as opposed to the immediately preceding Plan Year. Effective for the Plan Year commencing January 1, 1999, and for each Plan Year thereafter, until modified by the Committee, the Committee has elected in accordance with section 401(k)(3)(A) of the Code to determine the foregoing limitations with respect to the average deferral percentage for all Eligible Participants (other than Highly Compensated Eligible Participants) based on the prior Plan Year as described in (a) and (b) above.

The average deferral percentage shall equal the sum of the individual deferral percentages for Participants in the applicable Highly Compensated or Non-Highly Compensated Eligible Employee category, divided by the total number of Eligible Employees in such group. The individual deferral percentage shall be equal to the amount of the Participant’s Pre-Tax Contributions for the Plan Year, divided by his Compensation for such Plan Year. For purposes of computing the deferral rates, if any Employer or Affiliate maintains any other cash or deferred arrangement which is aggregated with this Plan for purposes of applying section 401(a)(4) or 410(b) of the Code, all such cash or deferred arrangements shall be treated as one plan. The individual deferral percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Pre-Tax Contributions allocated to him under two or more arrangements described in section 401(k) of the Code that are maintained by an Employer or its Affiliates shall be determined as if such Pre-Tax Contributions were made under a single arrangement.

If the Committee determines, in its sole discretion, with respect to any Plan Year, that the Plan will (or may) fail (a), (b) or (c) above, the Committee shall take any action that it deems appropriate, including imposing a uniform limitation on Pre-Tax Contributions made by Highly Compensated Eligible Participants, for the Plan to satisfy (a), (b) or (c) above.

If the amount of Pre-Tax Contributions authorized by Highly Compensated Eligible Participants in a Plan Year would not comply with (a), (b) or (c) above, then by the last day of the following Plan Year, the Committee may determine that the Excess Contributions for

27

such Plan Year shall be distributed to the applicable Highly Compensated Eligible Participants, including any Income attributable to such Excess Contributions. Pre-Tax Contributions that are distributed from the Plan shall continue to be treated under Section 415 as Annual Additions for the Participant from whose Account they are distributed.

The Committee shall determine the amount of the Excess Contributions attributable to each Highly Compensated Eligible Participant as the amount (if any) by which the Highly Compensated Eligible Participant’s Pre-Tax Contributions must be reduced for the average deferral percentage to equal the highest permitted average deferral percentage under the Plan. The highest permitted average deferral percentage permitted under the Plan shall be determined by reducing the individual deferral percentage of the Highly Compensated Eligible Participant with the highest individual deferral percentage to equal the individual deferral percentage of the Highly Compensated Eligible Participant with the next highest individual deferral percentage. If a lesser reduction would permit the Plan to meet the requirements of (a), (b) or (c) above, such lesser reduction shall be made. The Committee shall repeat this process until the Plan meets the requirements of (a), (b) or (c) above.

The Committee shall distribute the amount of the Excess Contributions plus Income, as determined above, to Highly Compensated Eligible Participants, in the amount necessary so that the Highly Compensated Eligible Participant who authorized the highest dollar amount of Pre-Tax Contributions is reduced to equal the next highest dollar amount of Pre-Tax Contributions (or a lesser amount if a lesser amount may be distributed in order to comply with (a), (b) or (c) above) authorized by the Highly Compensated Eligible Participant with the next highest dollar amount of Pre-Tax Contributions. The foregoing steps shall be repeated until the total amount of Excess Contributions have been distributed. Recalculation of the average deferral percentage test following the distribution of Excess Contributions, shall not be required. Any Matching Contribution allocable to an Excess Contribution that is returned to the Participant pursuant to this Section 4.5 shall be forfeited notwithstanding the provisions of Section 6.3. For this purpose, however, the Excess Contributions that are returned to the Participant shall be deemed to be first those Pre-Tax Contributions for which no Matching Contribution was made and second those Pre-Tax Contributions for which a Matching Contribution was made.

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Accordingly, unmatched Pre-Tax Contributions shall be returned as Excess Contributions before matched Pre-Tax Contributions.

Alternatively, the Committee may take such other actions as may be permissible under the Code to ensure the Plan’s compliance with the requirements of section 401(k) of the Code, including, without limitation the allocation of the Employer’s contribution to some or all Eligible Participants who are not Highly Compensated Eligible Participants in accordance with Section 4.1(c).

4.6Distribution or Forfeiture of Income Attributable to Excess Contributions.  Any distribution or forfeiture of Pre-Tax Contributions necessary pursuant to Section 4.5 shall include a distribution or forfeiture of the income, if any, allocable to such contributions.  Such income shall be equal to the sum of (i) the allocable gain or loss for the Plan Year, plus (ii) the period between the end of the Plan Year and the date of distribution (determined in accordance with Treas. Reg. section 1.401(k)-2(b)(2)(iv)(D)); provided, however, that subsection (ii) shall not apply in the case of distributions made under Section 4.5 with respect to Plan Years beginning on or after January 1, 2008.

4.7Limitations on Matching Contributions. Effective January 1, 1997, the amount of Matching Contributions made in each Plan Year on behalf of all Eligible Participants under the Plan shall comply with either (a) or (b) and (c), if applicable, below.

(a)The average contribution percentage for the Highly Compensated Eligible Participants for the current Plan Year shall not exceed the average contribution percentage of all other Eligible Participants for the immediately preceding Plan Year multiplied by 125%; or

(b)The average contribution percentage for Highly Compensated Eligible Participants for the current Plan Year shall not be greater than the average contribution percentage of all other Eligible Participants for the immediately preceding Plan Year multiplied by 200% and the excess of the average contribution percentage for Highly Compensated Eligible Participants for the current Plan Year over all other Eligible Participants for the immediately preceding Plan Year shall not exceed two percentage points.

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Compliance with (a) and (b) above, shall be determined in accordance with the rules set forth in section 401(m)(2) of the Code and Treas. Reg. section 1.401(m)-2, or any successors thereto.

(c)Notwithstanding the foregoing, if this Section 4.7 and Section 4.5 are both satisfied by use of the limitation set forth in subsection (b) above, the average contribution percentages for the Highly Compensated Eligible Participants and the average deferral percentages for the Highly Compensated Eligible Participants, as defined in Section 4.5, also must satisfy the aggregate limit test set forth in Treas. Reg. section 1.401(m)-2(b)(3).

Notwithstanding the above, for the Plan Years commencing January 1, 1997, and January 1, 1998, the Committee has elected in accordance with section 401(m)(2)(A) of the Code to determine the foregoing limitations with respect to the average contribution percentage for all Eligible Participants (other than Highly Compensated Eligible Participants) based on the current Plan Year as opposed to the immediately preceding Plan Year. Effective for the Plan Year commencing January 1, 1999, and for each Plan Year thereafter, until modified by the Committee, the Committee has elected in accordance with section 401(m)(2)(A) of the Code to determine the foregoing limitations with respect to the average contribution percentage for all Eligible Participants (other than Highly Compensated Eligible Participants) based on the prior Plan Year as described in (a) and (b) above.

The average contribution percentage shall equal the sum of the individual contribution percentages for Participants in the applicable Highly Compensated or Non-Highly Compensated Eligible Employee category, divided by the total number of Eligible Employees in such group. The individual contribution percentage shall be equal to the amount of the Participant’s Matching Contributions for the Plan Year, divided by his Compensation for such Plan Year. For purposes of computing the contribution rates, if any Employer or Affiliate maintains any other cash or deferred arrangement which is aggregated with this Plan for purposes of applying section 401(a)(4) or 410(b) of the Code, all such cash or deferred arrangements shall be treated as one plan. The individual contribution percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Matching Contributions and Pre-Tax Contributions allocated to him under two or more arrangements described in sections 401(a) or

30

401(m) of the Code that are maintained by the Employer or its Affiliates shall be determined as if such contributions were made under a single arrangement.

If the Committee determines, in its sole discretion, with respect to any Plan Year, that the Plan will (or may) fail (a), (b) or (c) above, the Committee shall take any action that it deems appropriate for the Plan to satisfy (a), (b) or (c) above.

If the amount of Matching Contributions made on behalf of Highly Compensated Eligible Participants in a Plan Year would not comply with (a), (b) or (c) above, then by the last day of the following Plan Year, the Committee may determine that the Excess Aggregate Contributions for such Plan Year shall be distributed (or forfeited, if otherwise not vested) to the applicable Highly Compensated Eligible Participants, including any Income attributable to such Excess Aggregate Contributions. Excess Aggregate Contributions that are distributed are treated as Annual Additions under section 415 of the Code. Forfeited Matching Contributions that are reallocated to the Accounts of other Participants for the Plan Year in which the forfeiture occurs are treated under Section 415 as Annual Additions for the Participant to whose Accounts they are reallocated and for the Participant from whose Accounts they are forfeited.

The Committee shall determine the amount of the Excess Aggregate Contributions attributable to each Highly Compensated Eligible Participant as the amount (if any) by which the Highly Compensated Eligible Participant’s Matching Contributions must be reduced for the average contribution percentage to equal the highest permitted average contribution percentage under the Plan. The highest permitted average contribution percentage permitted under the Plan shall be determined by reducing the individual contribution percentage of the Highly Compensated Eligible Participant with the highest individual contribution percentage to equal the individual contribution percentage of the Highly Compensated Eligible Participant with the next highest individual contribution percentage. If a lesser reduction would permit the Plan to meet the requirements of (a), (b) or (c) above, such lesser reduction shall be made. The Committee shall repeat this process until the Plan meets the requirements of (a), (b) or (c) above.

The Committee shall distribute (or cause to be forfeited if otherwise not vested) the amount of the Excess Aggregate Contributions plus Income, as determined above, to Highly

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Compensated Eligible Participants, in the amount necessary so that the Highly Compensated Eligible Participant who received the highest dollar amount of Matching Contributions is reduced to equal the next highest dollar amount of Matching Contributions (or a lesser amount if a lesser amount may be distributed in order to comply with (a), (b) or (c) above) received by the Highly Compensated Eligible Participant with the next highest dollar amount of Matching Contributions. The foregoing steps shall be repeated until the total amount of Excess Aggregate Contributions have been distributed. Recalculation of the average contribution percentage test following the distribution of Excess Aggregate Contributions, shall not be required.

Alternatively, the Committee may take such other actions as may be permissible under the Code to ensure the Plan’s compliance with the requirements of section 401(m) of the Code, including, without limitation the allocation of the Employer’s Discretionary QNEC to some or all Eligible Participants who are not Highly Compensated Eligible Participants in accordance with Section 4.1(d).

4.7ARepeal Of Multiple Use Test. The multiple use test described in Treas. Reg. section 1.401(m)-2 and Sections 4.5 and 4.7 of the Plan shall not apply for Plan Years beginning after December 31, 2001.

4.8Distribution or Forfeiture of Income Attributable to Excess Aggregate Contributions.  Any distribution or forfeiture of Excess Aggregate Contributions necessary pursuant to Section 4.7 shall include a distribution or forfeiture of the income, if any, allocable to such contributions.  Such income shall be equal to the sum of (i) the allocable gain or loss for the Plan Year, plus (ii) the period between the end of the Plan Year and the date of distribution (determined in accordance with Treas. Reg. section 1.401(m)-2(b)(2)(iv)(D)); provided, however, that subsection (ii) shall not apply in the case of distributions made under Section 4.7 with respect to Plan Years beginning on or after January 1, 2008.

4.9Requirements for Qualified Non-Elective Contributions and Qualified Matching Contributions.  Any contributions that are designated as qualified non-elective contributions or as qualified matching contributions shall meet the requirements of Treas. Reg. sections 1.401(k)-2(a)(6) and 1.401(m)-1(a)(6).  In addition, qualified non-elective contributions and qualified matching contributions shall be fully vested at all times. Such contributions shall be

32

distributed from the Plan only in accordance with the events enumerated in the Plan provided however, that in no event shall such amounts be available for hardship withdrawal.

4.10Rollovers. A Participant or an Eligible Employee, with the prior discretionary approval of the Committee, may transfer, or have transferred to the Trust any property which has been distributed to him whether such amount is (i) transferred directly from the Trust of another plan that is qualified under section 401(a) of the Code, as an eligible rollover distribution to this Plan; (ii) transferred by the Participant after his receipt of such amount from a plan qualified under section 401(a) of the Code; or (iii) transferred from a “conduit” Individual Retirement Account established by the Participant upon his receipt of such amount from a plan qualified under section 401(a) of the Code; provided, however, that such amount qualifies as a rollover amount as defined by the Code at the time of the transfer.

The amount of cash or the fair market value of any other property transferred to the Trust pursuant to this Section 4.10 shall be credited to the Participant’s Rollover Account as of the Valuation Date next following such transfer to the Trust and shall be nonforfeitable at all times.

The Plan will accept rollover contributions and/or direct rollovers of distributions made after December 31, 2001, from the types of plans specified below. The Plan will accept a direct rollover of an eligible rollover distribution from a qualified plan described in section 401(a) or 403(a) of the Code, excluding after-tax employee contributions; an annuity contract described in section 403(b) of the Code, excluding after-tax contributions; and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Plan will accept a Participant contribution of an eligible rollover distribution from a qualified plan described in section 401(a) or 403(a) of the Code, an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in

33

section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

4.11Rollovers from the Plan. A Distributee may elect, at the time and in the manner prescribed by the Administrative Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee, in a Direct Rollover.

Effective January 1, 2010, any distribution of benefits to the beneficiary of a deceased Participant who is not the surviving Spouse of the Participant may be transferred in a direct trustee-to-trustee transfer to an individual retirement account or annuity under sections 408(a) and (b) of the Code established for the purpose of receiving such distribution and which will be treated as an inherited IRA pursuant to the provisions of section 402(c)(11) of the Code, if such distribution otherwise meets the requirements set forth in subsection (b) above.  Such direct rollover of a distribution by a non-Spouse Beneficiary shall be treated as an eligible rollover distribution only for purposes of section 402(c) of the Code.  Eligible retirement plan shall include an individual retirement account or annuity under sections 408(a) or (b) of the Code established for the purpose of receiving a distribution that is rolled over from a non-Spouse Distributee, but only if the conditions set forth herein above are satisfied.  Distributee shall include a non-Spouse Beneficiary, but only if the conditions set forth above are satisfied.

No distribution of an eligible rollover distribution shall commence less than 30 days after the Participant receives the notice required under the provisions of section 1.411(a)-11(c) of the regulations under section 411(a)(11) of the Code unless the Participant receives written notice that he has a right to a period of at least 30 days after receipt of the notice to consider whether he wants to exercise the rollover election described instead of receiving a distribution.

Effective January 1, 2008, a “qualified rollover contribution” as described in section 408A(e) of the Code may be made from the Plan to a Roth IRA in a Direct Rollover subject to the rules and provisions set forth in section 408A(e) of the Code and any regulations issued there under.

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4.12In Writing Requirement. Notwithstanding any provision in this Plan to the contrary, salary reduction agreements and cancellations or amendments thereto, investment elections, changes or transfers, loans, withdrawal decisions, and any other decision or election by a Participant (or Beneficiary) under this Plan may be accomplished by electronic or telephonic means which are not otherwise prohibited by law and which are in accordance with procedures and/or systems approved or arranged by the Committee or its delegates.

4.13Military Service. Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and service credit with respect to Qualified Military Service shall be provided in accordance with section 414(u) of the Code.

4.14Death or Disability During Qualified Military Service.  In the event that a Participant dies or becomes disabled on or after January 1, 2011 during a period of Qualified Military Service while the Participant’s reemployment rights with an Employer are protected by law, the Employer shall contribute the Discretionary QNECs and Minimum Employer Contributions that would have been required under Sections 4.1(d) and 4.2 above if the Participant had been reemployed immediately prior to the date of death or Disability, and shall also make Matching Contributions to the Matching Contribution Account of such Participant in an amount equal to the Matching Contributions that would have been provided to the Participant during the period of Qualified Military Service if the Participant had remained employed and made Pre-Tax Contributions at a rate equal to the Participant’s average actual Pre-Tax Contributions during the 12-month period immediately prior to the Qualified Military Service (or if less, the average for the actual period of service).

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V:  Allocations To Participants’ Accounts

5.1Individual Accounts. The Committee shall create and maintain adequate records to disclose the interest in the Trust of each Participant, Former Participant and Beneficiary. Such records shall be in the form of individual Accounts and credits, and charges shall be made to such Accounts in the manner herein described. While such Accounts shall distinguish between Matching Contributions and adjustments thereto and Pre-Tax Contributions and adjustments thereto and Discretionary QNECs and adjustments thereto, there shall be one Account maintained for each Participant reflecting the Matching Contributions, Pre-Tax Contributions and Discretionary QNECs made to the Plan by or on behalf of each Participant. There also shall be maintained one Account for each Participant reflecting his Rollover Account, if any. The maintenance of individual Accounts is for accounting purposes only, and a segregation of the assets of the Trust Fund with respect to each Account shall not be required.

5.2Account Adjustments. The Accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the following:

(a)Income. The Income of the Trust Fund shall be allocated as of each Valuation Date to the Accounts of Participants, Former Participants and Beneficiaries who have unpaid balances in their Accounts on a Valuation Date in proportion to the balances in such Accounts immediately after the next preceding Valuation Date, but after (i) first reducing each such Account by 100% of any distributions, loans or withdrawals from such Accounts during the interim period; and (ii) increased by fifty percent (50%) of Pre-Tax Contributions, rollover contributions and loan repayments that are made after the last Valuation Date and during the month that includes the subsequent Valuation Date.

For purposes of this subsection, to the extent that the Participant has directed the management of his Account(s) pursuant to Section 7.2, or taken a loan from his Account(s) pursuant to Section 6.9, then, to such extent, the Income with respect to his Accounts shall be separately determined by reference to such investments. Otherwise, all valuations hereunder shall be based on the fair market value of the assets in the Trust Fund on the Valuation Date.

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Effective October 1, 1998, the Accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the procedures that are set forth in Appendix B to the Plan, attached hereto.

The Committee may, for administrative purposes, establish unit values for one or more investment fund(s) (or any portion thereof) and maintain the accounts setting forth each Participant’s interest in such investment fund(s) (or any portion thereof) in terms of such units, all in accordance with such rules and procedures as the Committee shall deem to be fair, equitable and administratively practicable. In the event that unit accounting is thus established for any investment fund (or any portion thereof) the value of a Participant’s interest in that investment fund (or any portion thereof) at any time shall be an amount equal to the then value of a unit in such investment fund (or any portion thereof) multiplied by the number of units then credited to the Participant.

(b)Employer Contributions. The Employer’s contribution for each Plan Year shall be allocated among the Pre-Tax Contribution Accounts, Matching Contribution Accounts and Discretionary QNEC Accounts of those eligible Participants as set forth below:

(i)Pre-Tax Contributions. The Employer’s Pre-Tax Contribution for the Plan Year made pursuant to Section 4.1(a) shall be credited directly to the Pre-Tax Contribution Account of each Participant who authorized a Pre-Tax Contribution.

(ii)Matching Contributions. The Employer’s Matching Contribution for the Plan Year made pursuant to Section 4.1(c) shall be allocated to the Matching Contribution Accounts of those Participants described in Section 4.1(c).

(iii)Discretionary QNECs. The Employer’s Discretionary QNEC for the Plan Year made pursuant to Section 4.1(d), shall be credited directly to the Discretionary QNEC Accounts of some or all Eligible Participants who are not Highly Compensated Eligible Participants as of the last day of the Plan Year and who are designated to receive an allocation of such contribution.

(c)Deemed Date of Allocation. All credits or deductions made under this Article to Participants’ Accounts shall be deemed to have been made no later than the last day of the Plan Year though actually determined thereafter.

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5.3Allocation of Minimum Employer Contributions. The Minimum Employer Contribution for the Plan Year shall be allocated as follows:

(a)First, the Minimum Employer Contribution for the Plan Year shall be allocated during the Plan Year to each individual who is an Eligible Participant on the first day of the Plan Year as Pre-Tax Contributions pursuant to Section 4.1(a) and as Matching Contributions pursuant to Section 4.1(c). These allocations shall be made to each such Participant’s Pre-Tax Contribution Account and Matching Contribution Account, respectively.

(b)Second, the balance of the Minimum Employer Contribution remaining after the allocation in Section 5.3(a) shall be allocated to the Matching Contribution Account of each individual who is not a Highly Compensated Employee (as defined in Section 2.1 of the Plan) and who is an Eligible Participant on the first day of the Plan Year and is employed on the last day of the Plan Year (or who is on a leave of absence under the Family and Medical Leave Act), in the ratio that such Eligible Participant’s Pre-Tax Contributions during the Plan Year bears to the Pre-Tax Contributions of all such Eligible Participants during the Plan Year.

(c)Third, notwithstanding Section 5.4 of the Plan, if the total contributions allocated to a Participant’s Accounts including the Minimum Employer Contribution exceeds the Participant’s maximum Annual Addition limit for any Plan Year, then such excess shall be held in a suspense account. Such amounts shall be used to reduce Employer contributions in the next, and succeeding, Plan Years.

(d)Fourth, the balance of the Minimum Employer Contribution remaining after the allocation under Section 5.3(a), (b) and (c) shall be allocated as a nonelective contribution to each individual who is not a Highly Compensated Employee (as defined in Section 2.1 of the Plan) and who is an Eligible Participant on the first day of the Plan Year, in the ratio that such Eligible Participant’s Compensation for the Plan Year bears to the Compensation for the Plan Year of all such Eligible Participants. Contributions made pursuant to this subsection 5.3(d) shall be allocated to the Eligible Participant’s Matching Contribution Account and are distributable only in accordance with the distribution provisions of the Plan applicable to Matching Contributions. Contributions made pursuant to this subsection shall be vested at all

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times. Such contribution shall be invested in the Trust Fund in the manner designated by the Eligible Participant. Notwithstanding the definition of Participant in Section 2.1 of the Plan, an individual who receives an allocation of a contribution pursuant to this subsection shall be treated as a Participant for all purposes of the Plan with respect to such contribution.

(e)Each installment of the Minimum Employer Contribution shall be held in a contribution suspense account unless, or until, allocated on or before the end of the Plan Year in accordance with this Section 5.3. Such suspense account shall not participate in the allocation of investment gains, losses, income and deductions of the Trust Fund as a whole, but shall be invested separately and all gains, losses, income and deductions attributable to such investment shall be applied, to the extent the Plan pays Plan expenses, to reduce Plan expenses, and thereafter, to reduce Employer contributions.

(f)The Minimum Employer Contribution allocated to the Matching Contribution Account of an Eligible Participant pursuant to Section 5.3(b) shall be treated in the same manner as Matching Contributions for all purposes of the Plan.

(g)Notwithstanding any of the foregoing provisions to the contrary, any allocation of Pre-Tax Contributions shall be made under either Section 5.2(b)(i) or this Section 5.3, but not both Sections. Similarly, any allocation of a Matching Contribution shall be made under either Section 5.2(b)(ii) or this Section 5.3, as appropriate, but not both Sections.

5.4Maximum Annual Additions. The maximum Annual Additions that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of:

(i)$35,000, as indexed for increases in the cost-of-living in accordance with section 415(d) of the Code, or

(ii)25 percent of the Participant’s compensation, within the meaning of section 415(c)(3) of the Code, for the Limitation Year.

The compensation limitation referred to shall not apply to:

(i)Any contribution for medical benefits (within the meaning of section 419A(f)(2) of the Code) to be paid to the Participant after separation from service which is otherwise treated as Annual Additions, or

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(ii)Any amount otherwise treated as Annual Additions under section 415(l)(1) of the Code.

Effective for Limitation Years beginning after December 31, 2001, the Annual Additions that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year shall not exceed the lesser of:

(1)$49,000, as adjusted for increases in the cost of living under section 415(d) of the Code, or

(2)100 percent of the Participant’s compensation, within the meaning of section 415(c)(3) of the Code, for the Limitation Year.

The compensation limit referred to in subsection (2) above shall not apply to any contribution for medical benefits after separation from service (within the meaning of section 401(h) or 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition.

For Limitation Years beginning on and after January 1, 1998, for purposes of applying the limitations described in this Section 5.4, compensation paid or made available during such Limitation Years shall include elective amounts that are not includible in the gross income of the Participant by reason of section 132(f)(4) of the Code. Effective for Limitation Years beginning on or after January 1, 1998, for purposes of the definition of Section 415 compensation, amounts under section 125 of the Code (that would otherwise be included in the definition of Section 415 compensation) include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan.

If the total Annual Additions on behalf of a Participant for a Limitation Year would exceed the limitations described herein as a result of a reasonable error in determining the amount of Pre-Tax Contributions that a Participant may make to comply with this Section 5.4, as a result of the allocation of forfeitures or as a result of a reasonable error in estimating a Participant’s Compensation for purposes of this Section, such excess Pre-Tax Contributions may

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be distributed to the Participant to the extent that such distribution would reduce the excess Annual Additions as permitted under section 415 of the Code. Any Pre-Tax Contributions so distributed shall be deemed first to consist of Pre-Tax Contributions for which no corresponding Matching Contributions were made; and second from Pre-Tax Contributions for which Matching Contributions were made. If Pre-Tax Contributions are distributed, then such amounts shall be disregarded under Section 4.5, 4.6, 4.7 and 4.8 and for purposes of the limitations of section 402(g) of the Code. Effective for Limitation Years beginning after December 31, 1995, any gains attributable to such excess Pre-Tax Contributions that are so distributed, that are not also distributed, shall be considered as an Employer contribution for the Limitation Year in which the excess Pre-Tax Contributions were made. Any Matching Contributions attributable to Pre-Tax Contributions that are distributed herein shall be held unallocated in a suspense account.

If the total Annual Additions on behalf of a Participant for a Limitation Year would exceed the limitations described herein as a result of a reasonable error in determining the amount of Pre-Tax Contributions that a Participant may make to comply with this Section 5.4, as a result of the allocation of forfeitures or as a result of a reasonable error in estimating a Participant’s Compensation for purposes of this Section, such excess Pre-Tax Contributions shall be recharacterized as a Pre-Tax Contribution under Section 4.1(a)(ii) to the extent permitted under section 414(v) of the Code and Treasury regulations issued thereunder.  If there is an excess after the foregoing recharacterization, such excess Pre-Tax Contribution may be distributed to the Participant to the extent that such distribution would reduce the excess Annual Additions as permitted under section 415 of the Code.  Such excess amounts must be used to reduce Employer Contributions for the next Limitation Year (and succeeding Limitation Years, as necessary) for all of the Participants in the Plan or applied to the payment of Plan expenses. However, if the allocation or reallocation of the excess amounts pursuant to the provisions of the Plan causes the limitations of Section 415 to be exceeded with respect to a Participant for the Limitation Year, then these amounts shall be held unallocated in a suspense account.

If a suspense account is in existence at any time during a particular Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the suspense account must be allocated and reallocated to Participants’ Accounts (subject to the

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limitations of Section 415) before any Employer contributions which would constitute Annual Additions may be made to the Plan for that Limitation Year.

Compensation for purposes of this paragraph shall include the following post-severance compensation amounts if paid by the end of the Limitation Year that includes the Employee’s termination of employment, or if later, Post Termination Period and if:

(i)the payment is regular pay as described in Treas. Reg. section 1.415(c)-(2)(e)(3)(ii); or

(ii)the payment is for unused accrued bona fide sick, vacation or other leave that the Employee would have been able to use if employment had continued. Any payments not described in the foregoing subsections (i) or (ii) shall not be considered Compensation if paid after termination of employment, even if they are paid within the Post Termination Period.  Only the first $230,000, as adjusted in accordance with section 401(a)(17)(B) of the Code, of the amount otherwise described in this Section shall be counted for Plan Years beginning January 1, 2008.

Effective January 1, 2008, notwithstanding anything herein to the contrary, any Annual Additions that are determined to be excess under this Section shall only be corrected as permissible under applicable guidance, including the Employee Plans Compliance Resolution System that is issued by the Internal Revenue Service.

Effective January 1, 2009, compensation shall include the amount of any military differential wage payments made by the Employer to a Participant in accordance with section 3401(h) and section 414(u)(12) of the Code.

5.6No Rights Created by Allocation. Any allocation made and credited to the Account of a Participant, Former Participant or Beneficiary under this Article shall not cause such Participant, Former Participant or Beneficiary to have any right, title or interest in or to any assets of the Trust Fund except at the time or times, and under the terms and conditions, expressly provided in this Plan.

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VI:  Payment Of Benefits

6.1Normal Retirement, Termination or Disability. If a Participant’s employment is terminated by reason of his Normal Retirement or Termination, or the Participant incurs a Disability, then such Participant shall be entitled to receive the entire amount credited to his Accounts in the manner and at the time provided in Sections 6.4 and 6.5.

6.2Death. In the event that the Termination of employment of a Participant is caused by his death, or in the event that a Participant or Former Participant who is entitled to receive distributions pursuant to Section 6.1 dies prior to receiving the full amount of such distributions, the entire amount credited to his Accounts shall be paid to his Beneficiary in the manner and at the time provided in Sections 6.4 and 6.5.

6.3Vesting. A Participant shall be fully vested at all times in his Accounts.

6.4Time of Payment of Benefits.

(a)A distribution to a Participant of his Accounts on account of Retirement pursuant to Section 6.1 on or after Normal Retirement Date shall be made as soon as practicable following the Valuation Date coincident with or next following such Retirement after receipt by the Committee of the applicable forms.

(b)Distribution of a Participant’s or Former Participant’s Accounts, payable on account of the death of a Participant or Former Participant pursuant to Section 6.2, shall be distributed as follows:

(1)In the case of a Participant’s death prior to commencement of his benefits in a single lump sum payment, as soon as practicable following such death, but no later than December 31 of the year in which occurs the fifth anniversary of the Participant’s or Former Participant’s death, (but no earlier than the Valuation Date coincident with or next following his date of death).

(2)Notwithstanding subsection (1) above, in the case of a Participant’s or Former Participant’s death prior to commencement of his benefits, if such Participant’s Beneficiary is his Spouse, then such distribution shall not be required to begin prior

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to the date on which the Participant or Former Participant would have attained age 70½, had he lived. At such time, distribution must be made in the form provided for in Section 6.5. Prior to the date on which the Participant or Former Participant would have attained age 70½, the Spouse may elect to receive the Participant’s or Former Participant’s Accounts, upon written notice to the Committee in a lump sum.

(3)Any amount payable to a child pursuant to the death of a Participant or Former Participant shall be treated as if it were payable to the Participant’s or Former Participant’s Spouse if such amount would become payable to the Spouse upon such child reaching majority (or other designated event permitted by regulations).

(c)If the vested percentage of a Participant’s Accounts exceed $3,500 (determined at the time of any distribution) a distribution from a Participant’s Accounts may not be made prior to a Participant’s Normal Retirement Date (other than as a result of death) without obtaining the Participant’s consent, at such time and in such manner as may be required by the Code and applicable regulations thereunder, to such distribution being made prior to his Normal Retirement Date. If the Former Participant does not consent to such distribution, benefits shall remain in the Trust Fund and shall continue to receive Income allocations pursuant to Section 5.2(a) and shall not be distributed to the Participant (or his Beneficiary) until his attainment of age 70½ or the Valuation Date coincident with or next following his death, if sooner. Prior to the date on which the Former Participant attains age 70½, the Former Participant may elect to receive all of his Accounts upon written notice to the Committee in a single lump sum. Effective with respect to any Participant whose employment Terminates on or after January 1, 1998, the foregoing references to $3,500 shall be increased to $5,000. For purposes of the Plan, the value of a Participant’s nonforfeitable Account balance shall be determined without regard to that portion of the Account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the Participant’s nonforfeitable Account balance as so determined is $5,000 or less, the Plan shall distribute the Participant’s entire nonforfeitable Account balance as soon as administratively feasible without the consent of the Participant following termination of employment.  Notwithstanding any provision of the Plan to the

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contrary, effective March 28, 2005, in the event of an involuntary distribution under the Plan that is greater than $1,000 but less than or equal to $5,000, if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly, then the Committee shall pay the distribution in a Direct Rollover to an individual retirement account designated by the Committee.  If the value of the Participant’s nonforfeitable Account balance is $1,000 or less (determined by taking into account that portion of the Account balance that is attributable to rollover contributions (and allocable earnings thereto) within the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code), the Plan shall distribute the Participant’s entire nonforfeitable Account balance as soon as administratively feasible without the consent of the Participant following termination of employment.  Furthermore, any distribution to a Participant’s Beneficiary on account of a Participant’s death that is less than or equal to $5,000 shall be automatically distributed to such Beneficiary as soon as practicable following the Participant’s death.

(d)Notwithstanding any other provision of this Plan to the contrary, unless the Participant or Former Participant elects otherwise, payment of benefits under this Plan shall commence not later than sixty (60) days after the close of the Plan Year in which the latest of the following events occurs: (a) the Participant or Former Participant attains age 65; (b) the tenth (10th) anniversary of the Plan Year in which the Participant or Former Participant commenced participation in the Plan; or (c) the Termination of the Participant’s service with the Employer.

(e)Distribution to a Participant who continues to be employed by the Employer following his attainment of age 70½ of his Accounts must commence no later than April 1 of the calendar year following the calendar year in which the Participant or Former Participant attains age 70½. The foregoing shall not apply to any Participant who (i) has attained age 70½ before January 1, 1988 and (ii) is not a five percent (5%) owner of the Employer, as defined in section 416(i)(1)(B) of the Code at any time during the Plan Year ending with or within the calendar year in which he attains age 66½ and any subsequent Plan Year.

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Effective January 1, 1997, distribution of his Accounts to a Participant who is not a five percent (5%) owner of the Employer as defined in Section 416(i)(1)(B) with respect to the Plan Year ending in the calendar year in which he attains age 70½, who continues to be employed by the Employer following attainment of age 70½, must commence no later than April 1 of the calendar year following the calendar year in which the Participant retires.

Distribution to a five percent owner, as described in the preceding sentence, or to a Terminated Participant, must continue to commence no later than April 1 of the calendar year following the calendar year in which he attained age 70½.

(f)Distribution to an alternate payee of a Participant or Former Participant, pursuant to a qualified domestic relations order (“QDRO”), as defined in section 414(p) of the Code, shall be made as soon as practicable following the finalization of the QDRO, or such later date as the QDRO may authorize; provided, however, effective March 28, 2005, any distribution to an alternate payee hereunder that is less than or equal to $5,000 shall be automatically distributed to such alternate payee as soon as practicable following the finalization of the QDRO.

(g)Effective September 1, 1994, the value of Company Stock or the value of other investment funds shall be determined as of a date that is as close as administratively feasible to the date on which payment is made. Payments shall be made as soon as practicable following the Valuation Date coincident with or next following the distributable event if the necessary paperwork is returned. Prior to September 1, 1994, the Account value for distribution was determined as of the end of the preceding Calendar Quarter coincident with or next following the distributable event. Effective October 1, 1998, the value of Company Stock or the value of other investment funds shall be determined as of the Valuation Date that the payment is processed.

6.4AMinimum Distribution Requirements. Notwithstanding anything in this Section 6.4A to the contrary, this Section 6.4A is not intended to defer the timing of distribution beyond the date otherwise required under the Plan or to create any benefits (including but not limited to death benefits) or distribution forms that are not otherwise offered under the Plan; and

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further provided that the application of this Section 6.4A shall be null and void to the extent that it is not required under section 401(a)(9) of the Code.

(a)Participants and Beneficiaries shall be subject to the following minimum distribution requirements for distributions being paid for calendar years beginning on or after January 1, 2003:

(1)General Rules.

(A)Precedence. The requirements of this subsection (1) will take precedence over any inconsistent provisions of the Plan.

(B)Requirements of Treasury Regulations Incorporated. All distributions required under this subsection (1) will be determined and made in accordance with the Treas. Reg. under section 401(a)(9) of Code.

(C)TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this subsection (1), distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

(2)Time and Manner of Distribution.

(A)Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

(B)Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(I)If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, then, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

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(II)If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(III)If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(IV)If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this subparagraph (B), other than paragraph (I) herein, will apply as if the surviving Spouse were the Participant.

For purposes of this paragraph (2)(B) and paragraph (4) unless paragraph (IV) applies, distributions are considered to begin on the Participant’s required beginning date. If paragraph (IV) herein applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under paragraph (I) herein. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under paragraph (I)), the date distributions are considered to begin is the date distributions actually commence.

(C)Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year, distributions will be made in accordance with paragraphs (3) and (5) of this subsection (a). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations.

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(3)Required Minimum Distributions During Participant’s Lifetime.

(A)Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(I)The quotient obtained by dividing the Participant’s Account balance by the distribution period in the Uniform Lifetime Table set forth in Treas. Reg. section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(II)If the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Account balance by the number in the Joint and Last Survivor Table set forth in Treas. Reg. section 1.401(a)(9)-9, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the distribution calendar year.

(B)Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this paragraph (3) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

(4)Required Minimum Distributions After Participant’s Death

(A)Death On or After Date Distributions Begin.

(I)Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(i)The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

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(ii)If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For distribution calendar years after the year of the surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

(iii)If the Participant’s surviving Spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(II)No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B)Death Before Date Distributions Begin.

(I)Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in paragraph 4(A).

(II)No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire

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interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(III)Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under paragraph (2)(B)(I), this paragraph (4)(B) will apply as if the surviving Spouse were the Participant.

(5)Definitions.

(A)Designated Beneficiary. The individual who is designated as the Beneficiary under Section 6.6 of the Plan and is the designated Beneficiary under section 401(a)(9) of the Internal Revenue Code and Treas. Reg. section 1.401(a)(9)-1, Q&A-4.

(B)Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under paragraph 2(B). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

(C)Life expectancy. Life expectancy as computed by use of the Single Life Table in Treas. Reg. section 1.401(a)(9)-9.

(D)Participant’s Account balance. The Account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated

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or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year

(E)Required beginning date. The date specified in Section 6.4(e) of the Plan.

(b)If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in paragraph 2(B), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole designated Beneficiary and the surviving Spouse dies after the Participant, but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant. This paragraph applies to all distributions.

6.5Mode of Payment of Benefits. Any amount to which a Participant, Former Participant or Beneficiary shall become entitled to hereunder shall be distributed to him in a lump sum.

All distributions pursuant to this Section shall be made in cash, securities or other property as the Committee in its sole and absolute discretion may determine, to the extent permitted by the Code and regulations thereunder.

All distributions shall be made in a lump sum.

All distributions shall satisfy the incidental death limitations of section 401(a)(9)(G) of the Code, including the minimum distribution incidental benefit requirement and the pre-retirement incidental benefit requirement as set forth in Treas. Reg. section 1.401-1(b)(ii).

6.6Designation of Beneficiary. Each Participant or Former Participant (or beneficiary thereof) from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as

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his Beneficiary or Beneficiaries to whom his Plan benefits are to be paid if he dies before receipt of all such benefits. Each Beneficiary designation shall be made on a form prescribed by the Committee and will be effective only when filed with it during the Participant’s or Former Participant’s lifetime. Each Beneficiary designation filed with the Committee will cancel all Beneficiary designations previously filed with it by that Participant or Former Participant. The revocation of a Beneficiary designation, no matter how effected, shall not require the consent of any designated Beneficiary.

If any Participant or Former Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated dies before such Participant’s or Former Participant’s death or before complete distribution of the Participant’s or Former Participant’s benefits, such Participant’s or Former Participant’s benefits shall be paid in the following order of priority: first, to the Participant’s or Former Participant’s surviving Spouse, if any; second, to the Participant’s or Former Participant’s surviving children, if any, in equal shares; third, to the estate of the last to die of such Participant or Former Participant and his Beneficiary or Beneficiaries.

Notwithstanding the foregoing, the surviving Spouse of a Participant or Former Participant shall be deemed to be the Participant’s or Former Participant’s designated Beneficiary, and shall be entitled to receive any distribution on account of the Participant’s or Former Participant’s death in a lump sum, unless the Participant or Former Participant designates a Beneficiary other than the surviving Spouse and such surviving Spouse consents irrevocably in writing to the designation of such alternate Beneficiary and the Spouse’s consent acknowledges the effect of such designation and is witnessed by a notary public or a member of the Committee. The requirements of this paragraph may be waived if it is established to the satisfaction of the Committee that the consent may not be obtained because there is no Spouse or because the Spouse cannot be located or because of such other circumstances as may be prescribed by regulation.

6.7Information Required from Beneficiary. If at, after or during the time when a benefit is payable to any Beneficiary, the Committee upon request of the Trustee or at its own instance, delivers by registered or certified mail to the Beneficiary at the Beneficiary’s last known

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address a written demand for his then address, or for satisfactory evidence of his continued life, or both, and, if the Beneficiary fails to furnish the information to the Committee within three years from the mailing of the demand, then the Committee shall distribute to the party next entitled thereto under Section 6.7 above as if the Beneficiary were then deceased.

6.8In-Service Withdrawals:

(a)Non-Hardship.

(1)A Participant or Eligible Employee may elect to withdraw an amount equal to all or any part of his interest in his Rollover Account, including earnings, for any reason,

(2)Upon attainment of age 59½, a Participant may elect to withdraw an amount equal to all or any portion of his interest in his Pre-Tax Contribution Account including earnings, for any reason, and

(3)Upon attainment of age 70½, a Participant may also elect to withdraw an amount equal to all or any portion of his interest in his Matching Contribution Account including earnings, for any reason.

(b)Hardship. On account of financial hardship, as defined below, a Participant may make a withdrawal from his Pre-Tax Contribution Account attributable to all of his Pre-Tax Contributions (as of the last completed valuation) and Income allocated as of December 31, 1988 to his Pre-Tax Contribution Account.

(c)Procedures:

(1)The amount available for withdrawal shall be based on the most recently completed monthly valuation and shall be withdrawn on a prorata basis from the investment funds in which the underlying contributions are invested. (Prior to September 1, 1994 the amount available for withdrawal was determined as of the last completed quarterly valuation).

The amount charged against a Participant’s Pre-Tax Contribution Account and/or Rollover Account shall be based on the value of Company Stock or value of other investment funds determined as of a date as close as administratively feasible to the date of payment (prior to September 1, 1994, as of the end of the preceding Calendar Quarter). Effective October 1, 1998,

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the amount available shall be determined as of the Valuation Date that the withdrawal is processed.

(2)The existence of a financial hardship, and the amount necessary to meet such hardship, shall be determined by the Committee in accordance with the rules set forth below.  Notwithstanding the foregoing, a hardship withdrawal by a Participant hereunder may not include any amounts attributable to “qualified non-elective” and “qualified matching” contributions as defined under section 401(k) of the Code.

An immediate and heavy financial need shall be limited to a need for funds for any of the following purposes:

(A)medical expenses described in section 213(d) of the Code and incurred by the Participant, his Spouse, or any of the Participant’s dependents (as defined in Treas. Reg. section 1.401(k)-1(d)(3)(iii)(B)(3) (or the distribution is necessary for such persons to obtain such medical care));

(B)costs directly related to the purchase (excluding mortgage payments) of a principal residence of the Participant;

(C)the payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, or the Participant’s Spouse, children, or dependents (as defined in Treas. Reg. section 1.401(k)-1(d)(3)(iii)(B)(3));

(D)payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence;

(E)expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income);

(F)payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependents (as defined in Treas. Reg. section 1.401(k)-1(d)(3)(iii)(B)(3));

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(G)federal, state or local income taxes or penalties reasonably anticipated to result from the distribution; or

(H)such other circumstances as may be prescribed by the Secretary of the Treasury or his delegate.

(3)If the following criteria are met, the Participant will be deemed to have a financial need for a hardship withdrawal to be made:

(A)the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant including any associated taxes or penalties; and

(B)the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer or any Affiliate.

(4)Following payment of any hardship distribution to a Participant hereunder, such Participant may not make Pre-Tax Contributions (and the Participant shall be precluded from making any employee contributions to all other plans maintained by the Employer as defined in Treas. Reg. section 1.401(k)-1(d)(3)(iv)(E)(2)), during the six calendar months immediately following the effective date of such hardship withdrawal. A Participant may reenroll in the Plan as of the next Entry Date following the suspension period. Effective October 1, 1998, a Participant may reenroll in the Plan as soon as practicable following the suspension period. In addition, the Participant may not make any Pre-Tax Contributions to the Plan for the Participant’s taxable year immediately following the taxable year of the hardship withdrawal, in excess of the applicable limit under section 402(g) of the Code for such next taxable year less the amount of such Participant’s Pre-Tax Contributions for the taxable year of the hardship distribution. A similar suspension shall apply if any Participant receives a hardship withdrawal under any other tax-qualified plan maintained by the Employer or any Affiliate in respect of which such a suspension penalty applies. Suspension of a Participant’s eligibility to make Pre-Tax Contributions under this Plan shall have no effect on the Participant’s right to receive Matching Contributions with respect to Pre-Tax Contributions made before or after the suspension period.

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6.9Loans to Participants. The Committee may direct the Trustee to lend a Participant or an Eligible Employee an amount not in excess of the lesser of (i) 50% of his vested Accounts, determined as of the most recently completed monthly valuation which as of October 1, 1998 shall be determined as of any Valuation Date (prior to October 1, 1998, the amount was determined as of the most recently completed Valuation); or (ii) $50,000 (reduced by the excess, if any, of the highest outstanding balances of all other loans from the Plan during the one-year period ending on the day before the loan was made over the outstanding balance of loans from the Plan on the date on which such loan was made). Notwithstanding the preceding sentence, the actual amount available for the loan to a Participant shall be 95% of the amount determined in accordance with the preceding sentence as of the Valuation Date that the Participant applied for the loan. A Participant may have only one loan outstanding at any time. Effective October 1, 1998, a Participant may have two loans outstanding at any time. Subject to the rules of the Committee set forth below, the Trustee, upon application by a Participant, may make a loan to such Participant for any reason. In addition to such rules as the Committee may adopt, all loans shall comply with the following terms and conditions:

(a)An application by a Participant for a loan from the Plan shall be made in writing to the Committee (on a form prescribed by it) whose action thereon shall be final.

(b)The period of repayment for any loan shall be arrived at by mutual agreement between the Committee and the borrower, but such period in no event shall exceed five years. Effective October 1, 1998, a Participant may have a loan for up to 30 years to purchase a dwelling unit which shall be used as the Participant’s principal residence. Repayment of interest and principal shall commence at the discretion of the Committee, but in no event later than the first day of the third month commencing after the loan was received by the Participant. Repayment of interest and principal shall be according to a substantially level amortization schedule of payments. Payment of interest and principal shall be by payroll deduction. After 26 bi-weekly repayments are made, a Participant may elect to prepay the remaining balance of his loan in one lump sum payment. Effective October 1, 1998, a Participant may elect to prepay the balance of his loan at any time regardless of the number of repayments made.

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(c)Each loan shall be made against collateral being the assignment of the borrower’s right, title and interest in and to the Trust Fund to the extent of the borrowed amount supported by the borrower’s collateral promissory note for the amount of the loan, including interest, payable to the order of the Trustee.

(d)Each loan shall bear an interest rate determined in the discretion of the Committee, which rate shall be intended to be commensurate with current fixed rates charged by institutions in the business of lending money for similar types of loans.

(e)The minimum amount available for any loan is $500.00.

(f)The procedure to be followed by a Participant in applying for a loan shall be determined by the Committee and documented by a duly approved resolution of the Committee. Such resolution shall be attached to and shall be deemed to be a part of the Plan.

(g)Notwithstanding anything herein to the contrary, the Committee may direct the Trustee to lend a Former Participant who is a “party in interest” as that term is defined in Section 3(14) of ERISA, an amount not to exceed the amount set forth in the first paragraph of this Section 6.9, but only to the extent required by ERISA. If the Committee directs the Trustee to make a loan to a Former Participant, the rules set forth in Section 6.9 shall apply to such loan, provided, however, that repayment of such loan shall not be by payroll deduction. Repayment shall be made by the Former Participant by check, payable to the Trustee, based on a monthly repayment schedule established by the Committee when the Former Participant makes application for the loan.

(h)In the event of (i) default on the loan or (ii) the Participant’s Termination of employment prior to repayment of the entire loan balance, the Participant shall have the option to repay the remaining loan balance in full as soon as the necessary paperwork shall be processed. If the loan is not repaid, the Participant shall have the option to continue to repay the loan as a Former Participant in accordance with the rules and procedures determined by the Committee. If repayment is not made or in the event of default, and a Participant does not elect to repay his loan in full, there shall be distributed to the Participant upon his Termination of employment the sum of (i) the value of the Participant’s Accounts, without regard to the amount of any outstanding loan (including any accrued interest thereon) plus (ii) the Participant’s

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promissory note. Default means a Participant’s failure to repay the loan when due in accordance with the procedures outlined in subsection (b) hereof. Effective with respect to any Participant who Terminates employment or defaults on his loan on or after October 1, 1998, the Participant or Former Participant shall have the option to repay the loan in full within a reasonable time period determined by the Committee. A Former Participant shall not have the option to continue to repay the loan on an ongoing basis. If repayment is not made in full within the applicable time period, then there shall be distributed to the Former Participant (i) the promissory note; plus (ii) the value of his Accounts without regard to the amount of any outstanding loan (including any accrued interest thereon).

(i)Loans shall be processed from a Participant’s Accounts in the following order on a prorata basis from the funds in which invested:

(1)Rollover Account;

(2)Pre-Tax Contribution Account;

(3)Matching Contribution Account.

Effective October 1, 1998, the amount charged against a Participant’s Accounts shall be determined as of the Valuation Date that the loan is paid to the Participant.

(j)The amount charged against a Participant’s Pre-Tax Contribution Account, Rollover Account or Matching Contribution Account shall be based on the value of Company Stock or value of other investment funds determined as of a date as close as administratively feasible to the date the loan is paid to the Participant. (Prior to September 1, 1994, as of the end of the month in which the Participant applied for the loan.)

(k)Repayments shall be in reverse order to the order set forth in subsection (i) and invested according to a Participant’s current investment elections.

(l)A Participant who becomes ineligible to participate in the Plan because the individual transfers employment to an Affiliate or becomes a bonafide resident of Puerto Rico shall continue to be able to make loans from the Plan in accordance with this Section 6.9. Such a Participant shall be treated as a “party in interest” pursuant to subsection (g) hereof.

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(m)Effective October 1, 1998, a loan initiation fee shall be charged against the loan amount requested by the Participant.

(n)A Participant who takes an approved leave of absence may discontinue payments on a loan for the period of absence for up to 12 months. Upon return to employment, the Participant must repay the missed payments within the original loan term.

(o)A Participant who is on a leave of absence for military duty, may suspend his loan repayments as permitted under section 414(u)(4) of the Code.

6.10Distribution Upon Severance From Employment. A Participant’s Pre-Tax Contributions, qualified nonelective contributions, qualified matching contributions, and earnings attributable to these contributions shall be distributed on account of the Participant’s severance from employment. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

6.11In-Service Withdrawals During Military Leaves of Absence.  Effective January 1, 2011, notwithstanding any provision of the Plan to the contrary, a Participant performing service in the uniformed services of the United States while on active duty for a period of more than thirty (30) days shall be treated as having a severance from employment solely for purposes of electing a distribution of all or a portion of his Pre-Tax Contributions made to the Plan (excluding any earnings attributable to Pre-Tax Contributions).  A Participant who has elected to receive such a distribution shall not be permitted to make Pre-Tax Contributions to the Plan for six months following the date of any such distribution.

6.12Qualified Reservist Distribution.  Effective January 1, 2011, a Participant who is currently employed and, by reason of being a reservist or member of the National Guard, is ordered or called to active duty for a period in excess of 179 days or for an indefinite period, may withdraw all or any portion of his Pre-Tax Contributions (excluding any earnings attributable to Pre-Tax Contributions), provided that the withdrawal is made during the period beginning on the date of the order or call to duty and ending at the close of the active duty period. Such a distribution shall be made in accordance with procedures established by the Committee.

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All distributions under this Section 6.12 shall be determined and made in accordance with section 401(k)(2)(B)(i)(V) of the Code and the guidance issued thereunder.

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VII:  Trust Fund

7.1Exclusive Benefit of Employees and Beneficiaries. All contributions under this Plan shall be paid to the Trustee and deposited in the Trust Fund. All assets of the Trust Fund, including investment Income, shall be retained for the exclusive benefit of Participants, Former Participants and Beneficiaries and shall be used to pay benefits to such persons or to pay administrative expenses of the Plan and Trust Fund to the extent not paid by the Employer. Except as provided in Section 4.3, 5.3 or 12.2, the assets of the Trust Fund shall not revert to or inure to the benefit of the Employer.

7.2Investment Directions by Participants.

(a)Effective for pay periods ending on or after August 18, 2002, each Participant or Former Participant may direct the investment of all amounts held under his Pre-Tax Contribution Account, Matching Contribution Account and Rollover Account in multiples of one percent (1%) in any investment fund offered by the Plan, including the Company Stock Fund. For pay periods ending prior to August 18, 2002, a Participant or Former Participant may direct the investment of amounts held under his Pre-Tax Contribution Account and Rollover Account in multiples of one percent (1%) (prior to October 1, 1998, ten percent (10%)) and in accordance with the terms, conditions and procedures established by the Committee.  Effective as of January 1, 2007, a Participant or Former Participant may direct the investment of all amounts held under his Pre-Tax Contribution Account, Matching Contribution Account, Rollover Account and Company Stock Fund in any investment fund, including the Company Stock Fund, offered by the Plan in accordance with this Section, regardless of the date contributions in such Accounts were made to the Plan.

(b)Notwithstanding Sections 5.2(a) and 8.4, all earnings and expenses, including commissions and transfer taxes, realized or incurred in connection with any investments pursuant to a Participant’s or Former Participant’s directions shall be credited or charged to the Participant’s or Former Participant’s Account for which the investment is made. A Participant or Former Participant who fails to designate an investment option for his Pre-Tax

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Contribution Account, Rollover Account and Matching Contribution Account, (effective for pay periods ending on or after August 18, 2002) shall be deemed to have elected to have such Accounts invested in the Stable Capital Fund.

(c)If a Participant or Former Participant exercises his option to direct the investment of his Pre-Tax Contribution Account and Rollover Account and effective for pay periods ending on or after August 18, 2002, his Matching Contribution Account, then to the extent permitted by ERISA, no person who is otherwise a fiduciary under the Plan shall be liable under ERISA for any loss, or by reason of any breach which results from such Participant’s exercise of such option. The funds available for this purpose shall include the Company Stock Fund and at least three other additional funds. A Participant or Former Participant may elect to change the investment (both future and existing contributions) of his Pre-Tax Contribution Account and Rollover Account and effective for pay periods ending on or after August 18, 2002, his Matching Contribution Account, effective as of the first day of any Valuation Date following written notification to the Committee. (Prior to October 1, 1998, investment changes were as of any Calendar Quarter, using the value of Accounts determined as of the last business day of the immediately preceding Calendar Quarter).  Effective as of January 1, 2007, a Participant or Former Participant may elect to change the investment (both future and existing contributions) of his Pre-Tax Contribution Account, Rollover Account and Matching Contribution Account in any investment fund, including the Company Stock Fund, offered by the Plan in accordance with this Section regardless of the date contributions in such Accounts were made to the Plan.

(d)The provisions of the first sentence of subsection (a) with respect to investment of a Participant’s or Former Participant’s Matching Contribution Account in any investment fund, including the Company Stock Fund, offered by the Plan shall be implemented as follows. Matching Contributions attributable to Pre-Tax Contributions applicable to pay periods ending on or after August 18, 2002, shall be invested in accordance with a Participant’s then current investment elections applicable to his Pre-Tax Contributions and Rollover Contributions, if applicable. Matching Contributions attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002, shall continue to be invested in accordance with the provisions set forth in Section 7.3 that were in effect for pay periods ending prior to August

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18, 2002, unless and until a Participant or Former Participant elects to change the investment of his Matching Contribution Account in accordance with subsections (a), (b) and (c) of this Section 7.2.

7.3Investment of Contributions in the Company Stock Fund.

(a)Between January 1, 1993 and August 17, 2002, all Matching Contributions attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002, were invested in Company Stock. Prior to January 1, 1993, the Trustee invested one-half of the Matching Contributions allocated to each Participant’s Matching Contribution Account in the Company Stock Fund and one-half in that fund which, in the opinion of the Committee, provided the highest degree of protection for principal and a reasonable rate of return consistent with the objective of preservation of principal.

(b)All dividends or other distributions with respect to the Company Stock Fund shall be applied to purchase additional Company Stock.

(c)The Trustee may acquire Company Stock from any source, including the public market, in private transactions, the trustee of The Pep Boys — Manny, Moe & Jack Flexitrust, or, if the Company agrees, from the Company (from either treasury shares or authorized but unissued shares). If the Trustee purchases Common Stock from the Company, the purchase price shall be the mean between the highest and lowest quoted selling prices of the Common Stock on the New York Stock Exchange on the date of purchase, except as provided at subsection (e).

(d)Participants and Former Participants may elect to invest Matching Contributions allocated to them that are attributable to Pre-Tax Contributions made in pay periods ending on or after August 18, 2002, in any investment fund, including the Company Stock Fund, that is offered under the Plan in accordance with Section 7.2. The provisions hereinafter set forth in this subsection (d) apply only with respect to Matching Contributions that are attributable to Pre-Tax Contributions made in pay periods ending prior to August 18, 2002. A Participant or Former Participant who has satisfied the age requirement for an Early Retirement Date may irrevocably elect in writing on a form provided by the Committee that all future Matching Contributions allocable to him after the Valuation Date following timely delivery of

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his election be invested in the investment category established by the Committee, which in the opinion of the Committee, provides the highest degree of protection for principal and a reasonable rate of return consistent with the objective of preservation of principal. In that case, the portion of the Participant’s or Former Participant’s Matching Contribution Account invested in Company Stock shall be liquidated in four installments, each equal to one-fourth of the number of shares of Company Stock allocated to his Matching Contribution Account, as of four semi-annual Valuation Dates next following the Participant’s or Former Participant’s election. The proceeds shall be deposited in the investment category designed to protect principal. A Participant or Former Participant may not subsequently transfer Matching Contributions back into the Company Stock Fund. Effective October 1, 1998, a Participant or Former Participant who has satisfied the age requirement for Early Retirement Date, may elect as of any Valuation Date, that all or any portion of the Participant’s or Former Participant’s Matching Contribution Account, allocated to him as of any Valuation Date, that is invested in Company Stock, be invested in any investment category available for investment. Notwithstanding the foregoing, effective as of January 1, 2007, a Participant or Former Participant may elect to direct the investment of any portion of his Accounts in any investment fund, including the Company Stock Fund, offered by the Plan regardless of age.

(e)Effective for pay periods ending on or after August 18, 2002, with respect to all Pre-Tax Contributions, Matching Contributions and Rollover Contributions that are invested in the Company Stock Fund, the Company shall make the contribution in cash. Each Participant is assigned a unit value in the Company Stock Fund in accordance with Section 5.2 of the Plan. All Pre-Tax Contributions, Matching Contributions and Rollover Contributions that have been designated by Participants and Former Participants to be invested in the Company Stock Fund, shall be applied immediately to purchase units on behalf of each such eligible Participant or Former Participant in the Company Stock Fund, as of that Valuation Date.

(i)For pay periods ending prior to August 18, 2002, the provisions of this subsection (e) only apply to the extent that Matching Contributions were required to be invested in the Company Stock Fund.

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(ii)Prior to September 30, 1998, the Company made such contributions in Company Stock rather than cash. Each share of Company Stock contributed was valued for purposes of determining the number of shares to be contributed at the average of the mean between the highest and lowest quoted selling prices of the Common Stock on the New York Stock Exchange for each day in the last ten business days of December of the Plan Year for which the contribution was made. Effective as of September 30, 1998, each Participant and Former Participant was assigned a unit value in the Company Stock Fund.

(f)Pursuant to Section 4.1(c), a Participant must be employed on the last day of the Plan Year to share in the allocation of the Company’s Matching Contribution for the applicable payroll period (or meet one of the exceptions noted in Section 4.1(c)).

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VIII:  Administration

8.1Duties and Responsibilities of Fiduciaries; Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration. A Fiduciary shall have only those specific powers, duties, responsibilities and obligations as are specifically given him under this Plan or the Trust. In general, the Employer, shall have the sole responsibility for making the contributions provided for under Section 6.1. The Board of Directors shall have the sole authority to appoint and remove the Trustee and the Committee and to amend or terminate, in whole or in part, this Plan or the Trust. The Committee shall have the sole responsibility for the administration of this Plan, which responsibility is specifically described in this Plan and the Trust. The Committee shall direct the Trustee as to the investment of the assets in the Trust Fund in accordance with the terms of the Plan and Trust. Except as provided in the Trust Agreement and within the scope of any funding and investment policies designated by the Committee the Trustee shall have the sole responsibility for the administration of the Trust and the management of the assets held under the Trust. It is intended that each Fiduciary shall be responsible for the proper exercise of his own powers, duties, responsibilities and obligations under this Plan and the Trust and generally shall not be responsible for any act or failure to act of another Fiduciary. A Fiduciary may serve in more than one fiduciary capacity with respect to the Plan (including service both as Trustee and as a member of the Committee).

8.2Allocation of Duties and Responsibilities. The Committee shall be appointed by the Board of Directors and shall have the sole responsibility for actual administration of the Plan, as delegated by the Board of Directors. The Committee may also adopt amendments to the Plan, which upon advice of counsel, it deems necessary or advisable to comply with ERISA or the Code, or any other applicable law, or to facilitate the administration of the Plan. The Committee may designate persons other than their members to carry out any of its duties and responsibilities. Any duties and responsibilities thus allocated must be described in the written instrument. If any person other than an Eligible Employee of the Employer is so designated, such person must acknowledge in writing his acceptance of the duties and

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responsibilities thus allocated to him. All such instruments shall be attached to, and shall be made a part of, the Plan.

8.3Administration and Interpretation. Subject to the limitations of the Plan, the Committee shall have complete authority and control regarding the administration and interpretation of the Plan and the transaction of its business, and shall, from time to time, establish such rules as may be necessary or advisable in connection therewith. To the extent permitted by law, all acts and determinations of the Committee, as to any disputed question or otherwise, shall be binding and conclusive upon Participants, Former Participants, Employees, Spouses, Beneficiaries and all other persons dealing with the Plan. The Committee may deem its records conclusively to be correct as to the matters reflected therein with respect to information furnished by an Employee. All actions, decisions and interpretations of the Committee in administering the Plan shall be performed in a uniform and nondiscriminatory manner.

8.4Expenses. The Employer shall pay all expenses authorized and incurred by the Committee in the administration of the Plan except to the extent such expenses are paid from the Trust.

8.5Claims Procedure:

(a)Filing of Claim. Any Participant, Former Participant or Beneficiary under the Plan (“Claimant”), may file a written claim for a Plan benefit with the Committee or with a person named by the Committee to receive claims under the Plan.

(b)Notification on Denial of Claim. In the event of a denial or limitation of any benefit or payment due to or requested by any Claimant, he shall be given a written notification containing specific reasons for the denial or limitation of his benefit. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial or limitation of benefits is based. In addition, it shall contain a description of any additional material or information necessary for the Claimant to perfect a claim and an explanation of why such material or information is necessary. Further, the notification shall provide appropriate information as to the steps to be taken if the Claimant wishes to submit his claim for review. The notice shall also include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following receipt of an adverse benefit determination on

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review. This written notification shall be given to a Claimant within 90 days after receipt of his claim by the Committee unless special circumstances require an extension of time to process the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of said 90-day period and such notice shall indicate the special circumstances which make the postponement appropriate. Such extension shall not extend to a date later than 120 days after receipt of the request for review of a claim.

(c)Right of Review. In the event of a denial or limitation of benefits, the Claimant or his duly authorized representative shall be permitted to review pertinent documents and to submit to the Committee issues and comments in writing. In addition, the Claimant or his duly authorized representative may make a written request for a full and fair review of his claim and its denial by the Committee provided, however, that such written request must be received by the Committee (or his delegate to receive such requests) within sixty days after receipt by the Claimant of written notification of the denial or limitation of the claim. The sixty day requirement may be waived by the Committee in appropriate cases.

(d)Decision on Review.

(i)A decision shall be rendered by the Committee within 60 days after the receipt of the request for review, provided that where special circumstances require an extension of time for processing the decision, it may be postponed on written notice to the Claimant (prior to the expiration of the initial 60 day period), for an additional 60 days, but in no event shall the decision be rendered more than 120 days after the receipt of such request for review.

(ii)Notwithstanding subparagraph (i), if the Committee specifies a regularly scheduled time at least quarterly to review such appeals, a Claimant’s request for review will be acted upon at the specified time immediately following the receipt of the Claimant’s request unless such request is filed within 30 days preceding such time. In such instance, the decision shall be made no later than the date of the second specified time following the Committee’s receipt of such request. If special circumstances (such as a need to hold a hearing) require a further extension of time for processing a request, a decision shall be rendered

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not later than the third specified time of the Committee following the receipt of such request for review and written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension.

(iii)Any decision by the Committee shall be furnished to the Claimant in writing and in a manner calculated to be understood by the Claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. The notice shall also include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following receipt of an adverse benefit determination on review.

8.6Records and Reports. The Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA and governmental regulations issued thereunder relating to records of Participants’ account balances and the percentage of such account balances which are nonforfeitable under the Plan; notifications to Participants; and annual reports and registration with the Internal Revenue Service.

8.7Other Powers and Duties. The Committee shall have such duties and powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following:

(a)to construe and interpret the Plan, decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;

(b)to prescribe procedures to be followed by Participants, Former Participants or Beneficiaries filing applications for benefits;

(c)to prepare and distribute information explaining the Plan;

(d)to receive from the Employer and from Participants, Former Participants and Beneficiaries such information as shall be necessary for the proper administration of the Plan;

(e)to furnish the Employer, upon request, such annual reports with respect to the administration of the Plan as are reasonable and appropriate;

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(f)to receive, review and keep on file (as it deems convenient or proper) reports of the financial condition, and of the receipts and disbursements, of the Trust Fund from the Trustees;

(g)to appoint or employ advisors including legal counsel to render advice with regard to any responsibility of the Committee under the Plan or to assist in the administration of the Plan;

(h)to determine the status of qualified domestic relations orders under section 414(p) of the Code;

(i)to engage an Administrative Delegate who shall perform, without discretionary authority or control, administrative functions within the framework of policies, interpretations, rules, practices, and procedures made by the Committee. Any action made or taken by the Administrative Delegate may be appealed by an affected Participant to the Committee in accordance with the claims review procedures provided in Section 8.5. Any decisions which call for interpretations of Plan provisions not previously made by the Committee shall be made only by the Committee. The Administrative Delegate shall not be considered a fiduciary with respect to the services it provides; and

(j)To take any actions necessary to correct the Plan retroactively as may be necessary, including the exclusion of any employees who have been excluded inadvertently from participation in the Plan, the application of incorrect vesting, failures pertaining to sections 415(b) and 401(a)(17) of the Code and any other operational failure consistent with correction methodology set forth in IRS Rev. Proc. 2000-17 or any successor thereto.

The foregoing list of express duties is not intended to be either complete or conclusive, and the Administrative Committee shall, in addition, exercise such powers and perform such other duties as it may deem necessary, desirable, advisable or proper for the supervision and administration of the Plan.

Except as otherwise provided herein, the Committee shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits

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provided by the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan.

8.8Rules and Decisions. The Committee may adopt such rules as it deems necessary, desirable, or appropriate. All rules and decisions of the Committee shall be applied uniformly and consistently to all Participants in similar circumstances. When making a determination or calculation, the Committee shall be entitled to rely upon information furnished by a Participant, Former Participant or Beneficiary, the Employer, the legal counsel of the Employer, or the Trustee.

8.9Authorization of Benefit Payments. The Committee shall issue proper directions to the Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions of the Plan. Benefits under this Plan shall be paid only if the Committee deems in its discretion, that the applicant is entitled to them.

8.10Application and Forms for Benefits. The Committee may require a Participant, Former Participant or Beneficiary to complete and file with it an application for a benefit, and to furnish all pertinent information requested by it. The Committee may rely upon all such information so furnished to it, including the Participant’s, Former Participant’s or Beneficiary’s current mailing address.

8.11Facility of Payment. Whenever, in the Committee’s opinion, a person entitled to receive any payment of a benefit or installment thereof hereunder is under a legal disability or is incapacitated in any way so as to be unable to manage his financial affairs, the Committee may direct the Trustee to make payments to such person or to his legal representative or to a relative or friend of such person for his benefit, or he may direct the Trustee to apply the payment for the benefit of such person in such manner as it considers advisable.

8.12Investment Policies. The investment policies of the Plan shall be established and may be changed at any time by the Committee, which shall thereupon communicate such policies to any persons having authority to manage the Plan’s assets. The Investment Manager shall have the authority to invest in any collective investment fund maintained exclusively for the investment of assets of exempt, qualified employee benefit trusts. The assets so invested shall be subject to all the provisions of the instrument establishing such

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collective investment fund, as amended from time to time, which is hereby incorporated herein by reference and deemed to be an integral part of the Plan and corresponding Trust.

The Committee, whose membership is to be determined by the Board of Directors, is the named fiduciary to act on behalf of the Company in the management and control of the Plan assets and to establish and carry out a funding policy consistent with the Plan objectives and with the requirements of any applicable law. The Committee shall carry out the Company’s responsibility and authority:

(a)To appoint as such term is defined in Section 3(38) of ERISA, one or more persons to serve as Investment Manager with respect to all or part of the Plan assets, including assets maintained under separate accounts of an insurance company.

(b)To allocate the responsibilities and authority being carried out by the Committee among the members of the Committee.

(c)To take any action appropriate to assure that the Plan assets are invested for the exclusive purpose of providing benefits to Participant and their Beneficiaries in accordance with the Plan and defraying reasonable expenses of administering the Plan, subject to the requirements of any applicable law.

(d)To establish any rules it deems necessary. The Committee including each member and former member to whom duties and responsibilities have been allocated, may be indemnified and held harmless by the Employer with respect to any breach of alleged responsibilities performed or to be performed hereunder.

8.13Indemnification. The Employer shall indemnify each individual who is an officer, director or Employee of the Employer and who may be called upon or designated to perform fiduciary duties or to exercise fiduciary authority or responsibility with respect to the Plan and shall save and hold him harmless from any and all claims, damages, and other liabilities, including without limitation all expenses (including attorneys’ fees and costs), judgments, fines and amounts paid in settlement and actually and reasonably incurred by him in connection with any action, suit or proceeding, resulting from his alleged or actual breach of such duties, authority or responsibility, whether by negligence, gross negligence or misconduct, to the maximum extent permitted by law, provided, however, that this indemnification shall not apply

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with respect to any actual breach of such duties, authority or responsibility, if the individual concerned did not act in good faith and in the manner he reasonably believed to be in (or not opposed to) the best interest of the Employer, or, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

8.14Resignation or Removal of the Committee. An Committee member may resign at any time by giving ten days’ written notice to the Employer and the Trustee. The Board of Directors may remove any member of the Committee by giving written notice to him and the Trustee. Any such resignation or removal shall take effect at a date specified on such notice, or upon delivery to the Committee if no date is specified.

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IX:  Miscellaneous

9.1Nonguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any Employee, or as a right of any Employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its Employees, with or without cause.

9.2Rights to Trust Assets. No Employee or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon Termination of his employment or otherwise, except as provided from time to time under this Plan, and then only to the extent of the benefits payable under the Plan to such Employee out of the assets of the Trust Fund. All payments of benefits as provided for in this Plan shall be made solely out of the assets of the Trust Fund.

9.3Nonalienation of Benefits. Except as may be permitted by law, and except as may be required under certain judgments and settlements described in section 401(a)(13)(C) and (D) of the Code and as may be required or permitted by a qualified domestic relations order as defined in section 414(p) of the Code or pursuant to a Plan loan pursuant to Section 6.9, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a Spouse or former Spouse, or for any other relative of the Employee, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. The Trust Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

9.4Discontinuance of Employer Contributions. In the event of permanent discontinuance of contributions to the Plan by the Employer, the Accounts of all Participants shall, as of the date of such discontinuance, shall continue to be fully-vested and nonforfeitable.

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9.5Lost Participants. If, after reasonable efforts of the Committee to locate a Participant or Beneficiary, including sending a registered letter, returned receipt requested to the last known address, the Committee is unable to locate the Participant or Beneficiary, then the amounts distributable to such Participant or Beneficiary shall, pursuant to applicable state or Federal laws, either (1) be treated as a forfeiture under the Plan and used to reduce the Company’s contribution to the Plan (if a Participant or Beneficiary is located subsequent to a forfeiture, the benefits shall be reinstated by the Committee and shall not count as an Annual Addition under section 415 of the Code), or (2) if the Plan is joined as a party to any escheat proceedings involving the unclaimed benefits, be paid in accordance with the final judgment as if the final judgment were a claim filed by the Former Participant or Beneficiary.

9.6Death During Qualified Military Service.  Effective for deaths occurring on or after January 1, 2007, to the extent required by section 401(a)(37) of the Code and regulations or other guidance issued thereunder, the survivors of a Participant who dies while performing Qualified Military Service shall be eligible for any additional benefits that would have been provided under the Plan if the Participant had resumed employment and immediately thereafter terminated employment due to death.

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X:  Amendments And Action By Employer

10.1Amendments Generally. The Company reserves the right to make from time to time any amendment or amendments to this Plan or Trust which do not cause any part of the Trust Fund to be used for, or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants or their Beneficiaries; provided, however, that the Company may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

No amendment to the Plan shall decrease a Participant’s Accounts or eliminate an optional form of distribution except as may be permitted by the Code or ERISA.

10.2Amendments to Vesting Schedule. Any amendment to the Plan which alters the vesting provisions set forth in Section 6.3 shall be deemed to include the following terms:

(a)The vested percentage of a Participant in that portion of his Accounts under the Plan derived from Employer contributions made for Plan Years ending with or within the later of the date such amendment is adopted or the date such amendment becomes effective shall not be reduced; and

(b)Each Participant having not less than three years of service at the later of the date such amendment was effective shall be permitted to elect irrevocably to have his vested percentage computed under the Plan without regard to such amendment. Such election must be made within 60 days from the later of (i) the date the amendment was adopted, (ii) the date the amendment became effective, or (iii) the date the Participant is issued written notice of such amendment by the Committee.

Notwithstanding the preceding sentence, no election need be provided for any Participant whose nonforfeitable percentage in his Accounts derived from Employer contributions under the Plan, as amended at any time, cannot be less than such percentage determined without regard to such amendment.

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10.3Action by Company. Any action by the Company under this Plan shall be by a duly adopted resolution of the Board of Directors, or by any person or persons duly authorized by a duly adopted resolution of that Board to take such action. Any company that has adopted this Plan with approval of the Board of Directors shall be deemed, by the continuing participation of such company in the Plan to accept any action of the Board of Directors.

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XI: Successor Employer And Merger Or Consolidation Of Plans

11.1Successor Employer. In the event of the dissolution, merger, consolidation or reorganization of the Employer, provision may be made by which the Plan and Trust will be continued by the successor; and, in that event, such successor shall be substituted for the Employer under the Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by the successor, and the successor shall have all of the powers, duties and responsibilities of the Employer under the Plan.

11.2Plan Assets. There shall be no merger or consolidation of the Plan with, or transfer of assets or liabilities of the Trust Fund to, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of the Plan, unless each Participant would (if either this Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated), and unless a duly adopted resolution of the Board of Directors of the Company authorizes such merger, consolidation or transfer of assets.

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XII:  Plan Termination

12.1Right to Terminate. In accordance with the procedures set forth herein, the Company may terminate the Plan at any time in whole or in part. A distribution may not be made from the Plan due to the termination of the Plan if the Employer established or maintains an alternative plan, as such terms are defined in Treas. Reg. section 1.401(k)-1(d)(4). To the extent permitted by section 401(k) of the Code and regulations thereunder, in the event of the dissolution, merger, consolidation or reorganization of the Employer, the Plan shall terminate and the Trust Fund shall be liquidated unless the Plan is continued by a successor to the Employer in accordance with Section 11.1.

12.2Liquidation of the Trust Fund. Upon the complete or partial termination of the Plan, the Accounts of all Participants affected thereby shall become fully vested and nonforfeitable, to the extent funded, and the Committee shall direct the Trustee to distribute the assets remaining in the Trust Fund, after payment of any expenses properly chargeable thereto, to Participants, Former Participants and Beneficiaries in proportion to their respective Account balances.

12.3Manner of Distribution. To the extent that no discrimination in value results, any distribution after termination of the Plan may be made, in whole or in part, in cash, or in securities or other assets in kind, as the Committee may determine. All non-cash distributions shall be valued at fair market value at date of distribution.

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XIII:  Determination Of Top-Heavy Status

13.1General. Notwithstanding any other provision of the Plan to the contrary, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, as defined below, the provisions of this Article shall apply, but only to the extent required by section 416 of the Code and the regulations thereunder.

13.2Top-Heavy Plan. This Plan shall be Top-Heavy and an Aggregation Group shall be Top-Heavy if as of the Determination Date for such Plan Year the sum of the Cumulative Accrued Benefits and Cumulative Accounts of Key Employees for the Plan Year exceeds 60% of the aggregate of all the Cumulative Accounts and Cumulative Accrued Benefits. The Cumulative Accrued Benefits and Cumulative Accounts of those Participants who have not performed any service for the Employer during the five year period ending on the Determination Date, shall be disregarded.

(a)If the Plan is not included in a Required Aggregation Group with other plans, then it shall be Top-Heavy only if (i) when considered by itself it is Top-Heavy and (ii) it is not included in a Permissive Aggregation Group that is not a Top-Heavy Group.

(b)If the Plan is included in a Required Aggregation Group with other plans, it shall be Top-Heavy only if the Required Aggregation Group, including any permissively aggregated plans, is Top-Heavy.

13.2AModification of Top-Heavy Rules. This section shall apply for purposes of determining whether the Plan is a top-heavy plan under section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of section 416(c) of the Code for such years. This section amends Section 13.2 of the Plan.

(a)Determination of Top-Heavy Status.

(1)Key employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation

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greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. Effective January 1, 2009, compensation for purposes of this paragraph shall include the amount of any military differential wage payments made by the Employer to a Participant in accordance with section 3401(h) and section 414(u)(12) of the Code.  The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(2)Determination of present values and amounts. This section shall apply for purposes of determining the present values of accrued benefits and the amounts of Account balances of Employees as of the Determination Date.

(A)Distributions during year ending on the Determination Date. The present values of accrued benefits and the amounts of Account balances of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(B)Employees not performing services during year ending on the Determination Date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account.

(b)Minimum Benefits. Employer Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution

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requirement shall be met in another plan, such other plan. Employer Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of section 401(m) of the Code.

13.3Super Top-Heavy Plan. This Plan shall be Super Top-Heavy if it would be Top-Heavy under Section 13.2, but substituting 90% for 60%.

13.4Cumulative Accrued Benefits and Cumulative Accounts. The determination of the Cumulative Accrued Benefits and Cumulative Accounts under the Plan shall be made in accordance with section 416 of the Code and the regulations thereunder. The determination of the Plan’s Top-Heavy status shall relate to the proper Determination Date and Valuation Date.

13.5Definitions.

(a)“Aggregation Group” means either a Required Aggregation Group or a Permissive Aggregation Group.

(b)“Determination Date” means with respect to any Plan Year, the last day of the preceding Plan Year or in the case of the first Plan Year of any plan, the last day of such Plan Year or such other date as permitted by the Secretary of the Treasury or his delegate.

(c)“Employer” means the Company and each Participating Employer that adopts this Plan and all members of a controlled group of corporations (as defined in section 414(b) of the Code), all commonly controlled trades or businesses (as defined in section 414(c) of the Code), all affiliated service groups (as defined in section 414(m) of the Code) and any other affiliated entities (as provided in section 414(o) of the Code) of which the Employer is a part.

(d)“Key Employee” means those individuals described in section 416(i)(l) of the Code and the regulations hereunder.

(e)“Non-Key Employee” means those individuals who are not Key Employees and includes former Key Employees.

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(f)“Permissive Aggregation Group” means a Required Aggregation Group plus any other plans selected by the Company provided that all such plans when considered together satisfy the requirements of sections 401(a)(4) and 410 of the Code.

(g)“Required Aggregation Group” means a plan maintained by the Employer in which a Key Employee is a participant or which enables any plan in which a Key Employee is a participant to meet the requirements of section 401(a)(4) or section 410 of the Code.

(h)“Valuation Date” means the first day of each Plan Year.

13.6Vesting. For each Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, the minimum vesting requirements of section 416(b) of the Code shall be satisfied as set forth in Section 6.3.

13.7Minimum Contributions. For each Plan Year in which the Plan is Top-Heavy or Super Top-Heavy, minimum Employer contributions for a Participant who is a Non-Key Employee shall be required to be made on behalf of each Participant who is employed by the Employer on the last day of the Plan Year, regardless of his level of Compensation and regardless of the number of Hours of Service he has completed during such Plan Year. The amount of the minimum contribution shall be the lesser of the following percentages of compensation (as defined in Section 2.1 for purposes of Annual Additions) but limited in amount under section 401(a)(17) of the Code:

(i)Three percent, or

(ii)The highest percentage at which Company contributions are made under the Plan for the Plan Year on behalf of any Key Employee.

(A)For purposes of subparagraph (ii), all defined contribution plans included in a Required Aggregation Group shall be treated as one plan.

(B)Paragraph (ii) shall not apply if the Plan is included in a Required Aggregation Group and the Plan enables a defined benefit plan included in the Required Aggregation Group to meet the requirements of section 401(a)(4) or 410 of the Code.

For purposes of the minimum contribution requirement, any Pre-Tax Contributions made on behalf of a Key Employee shall be counted as Employer contributions

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with respect to such Key Employee, but any Pre-Tax Contributions made on behalf of a Non-Key Employee shall not be counted as Employer contributions with respect to such Non-Key Employee.

This Section shall not apply to the extent a Participant other than a Key Employee is covered by another qualified plan(s) of the Employer and the Employer has provided that the minimum contribution requirements applicable to this Plan will be satisfied by the other plan(s).

Executed as of the 21st day of December, 2010.

/s/ THE PEP BOYS — MANNY, MOE & JACK

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Appendix A

Participating Employers

The Pep Boys — Manny, Moe & Jack

The Pep Boys — Manny, Moe & Jack of California

Pep Boys — Manny, Moe & Jack of Delaware, Inc. (effective 1/29/95)

Pep Boys — Many, Moe & Jack of Puerto Rico, Inc. (effective 11/1/97)

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Appendix B

The Trustee shall, following the end of each Valuation Date, value all assets of the Trust Fund, allocate net gains or losses, and process additions to and withdrawals from Account balances in the following manner:

1.The Trustee shall first compute the fair market value of securities and/or the other assets comprising each investment fund designated by the Committee for direction of investment by the Participants and Former Participants of this Plan. Each Account balance shall be adjusted each business day by applying the closing market price of the investment fund on the current business day to the share/unit balance of the investment fund as of the close of business on the current business day.

2.The Trustee shall then account for any requests for additions or withdrawals made to or from a specific designated investment fund by any Participant or Former Participant, including allocations of contributions and forfeitures. In completing the valuation procedure described above, such adjustments in the amounts credited to such Accounts shall be made on the business day to which the investment activity relates. Contributions received by the Trustee pursuant to this Plan shall not be taken into account until the Valuation Date coinciding with or next following the date such contribution was both actually paid to the Trustee and allocated among the Accounts of Participants and Former Participants.

3.Notwithstanding paragraphs 1 and 2 above, in the event a pooled investment fund is created as a designated fund for Participant or Former Participant investment election in this Plan, valuation of the pooled investment fund and allocation of earnings of the pooled investment fund shall be governed by the Administrative Services Agreement for such pooled investment fund.

It is intended that this section operate to distribute among each Participant Account in the Trust Fund, all income of the Trust Fund and changes in the value of the assets of the Trust Fund.

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EX-10.12

Exhibit 10.12

THE PEP BOYS - MANNY, MOE & JACK

ACCOUNT PLAN

(formerly part of The Pep Boys - Manny, Moe & Jack

Executive Supplemental Retirement Plan)

RECITALS

WHEREAS, The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), established an Executive Supplemental Pension Plan (hereinafter referred to as the “Supplemental Plan”) effective January 1, 1982;

WHEREAS, the Company previously amended and completely restated the Supplemental Plan effective January 1, 1988, and further amended and restated the Supplemental Plan effective on February 13, 1992, March 31, 1995, and March 26, 2002;

WHEREAS, pursuant to resolutions adopted March 3, 2004, the Board changed the name of the Supplemental Plan to the “Executive Supplemental Retirement Plan” (the “Executive Plan”) and amended and restated the Executive Plan with respect to certain of those individuals who were Eligible Employees (as defined in the Executive Plan) on such date, altered the method of delivering benefits for certain specified Participants and gave others an election as to the manner in which they were credited with a benefit;

WHEREAS, the foregoing changes were incorporated into an amendment and restatement of the Executive Plan, effective as of January 31, 2004;

WHEREAS, effective January 1, 2009, the Executive Plan was split to create the Legacy Plan and this Account Plan to, among other things  implement changes required pursuant to and consistent with section 409A of the Internal Revenue Code;

WHEREAS, the Account Plan provides for Retirement Contributions to made hereunder;

WHEREAS, the Board desires to reserve the ability to make future Retirement Contributions discretionary; and

WHEREAS, Section 9.1 of the Executive Plan authorizes the Board to amend the Executive Plan.

NOW, THEREFORE, the Account Plan is hereby amended and restated, effective as of January 31, 2009, as follows:

ARTICLE I

Definitions

1.1“Administrator” or “Plan Administrator” shall mean a committee composed of three or more persons designated from time to time by the Board.

1.2“Board” shall mean the Board of Directors of the Company.

1.3“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and includes any regulations issued thereunder.

1.4“Company” shall mean The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation.

1.5“Compensation” shall mean, for each Plan Year, 100% of an Eligible Employee’s annual base salary for such Plan Year and annual bonus paid under the Employer’s Annual Incentive Bonus Plan, or any other bonus plan that replaces such plan or is in addition to such plan for the Plan Year, before taking into account amounts which an Eligible Employee elects to forego to provide benefits under a plan which satisfies the provisions of section 401(k) or 125 of the Code or to provide benefits under the Company’s Deferred Compensation Plan; provided, further, that any bonus that was payable under the Employer’s Annual Incentive Bonus Plan, or any other bonus plan that replaces or is in addition to such plan, prior to the date Compensation hereunder is determined but which is unpaid for any reason as of the calculation date shall be included as Compensation for purposes hereof.

1.6“Disability” shall mean that a Participant ceases employment with the Employer when he or she is entitled to receive benefits under the Long Term Disability Salary Continuation Plan sponsored by the Employer.

1.7“Effective Date” shall mean January 1, 2009.

1.8“Eligible Employee” shall mean an employee of the Employer who is a key employee, including officers and directors who are key employees, and is designated by the Board to participate in this Plan.  Any individual who is actively participating in the Legacy Plan shall not qualify as an Eligible Employee for purposes of this Plan.

1.9“Employer” shall mean the Company or any of its subsidiaries.

1.10“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and includes any regulations issued thereunder.

1.11“Executive Plan” shall mean such term as is defined in the Recitals of this Plan.

1.12“Investment Election Form” shall mean the form prescribed by the Administrator, filed by a Participant with the Administrator, to designate the investment vehicles for which the amounts credited to the Participant’s Plan Account shall be deemed to be invested under Section 3.2 of the Plan.

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1.13“Legacy Plan” shall mean The Pep Boys — Manny, Moe & Jack Legacy Plan.

1.14“Legacy Plan Participant” shall mean such term as is defined in the Legacy Plan.

1.15“Non-Legacy Plan Participant” shall mean any participant in the Executive Plan who was not a Legacy Plan Participant.

1.16“Participant” shall mean each Non-Legacy Plan Participant who is entitled to receive a benefit from the Executive Plan immediately prior to the Effective Date and did not commence receipt of his or her benefit under the Executive Plan immediately prior to the Effective Date, and each Eligible Employee who first becomes eligible to participate in the Plan pursuant to Sections 2.1 and 2.2 on or after the Effective Date and is entitled to receive a benefit under the Plan.

1.17“Plan” shall mean The Pep Boys — Manny, Moe & Jack Account Plan as set forth herein as of the Effective Date, and the same as may be further amended from time to time.

1.18“Plan Account” shall mean for each Participant his or her Retirement Contribution Account and the Prior Executive Plan Account, if applicable.

1.19“Plan Year” shall mean the calendar year.

1.20“Prior Executive Plan Account” shall mean the individual account maintained on the books of the Company for each Non-Legacy Plan Participant under the Executive Plan and all sums accounted for therein immediately prior to the Effective Date.

1.21“Retirement Contribution” shall mean a credit to a Participant’s Retirement Contribution Account pursuant to Section 4.1 of the Plan.  For periods prior to the Effective Date, the term “Retirement Contribution” shall have the meaning in the Executive Plan.

1.22“Retirement Contribution Account” shall mean the individual account maintained on the books of the Company for each Participant to record the crediting of all Retirement Contributions, and all earnings related to such Retirement Contributions, on and after the Effective Date, and the debiting of all distributions to the Participant or to his or her beneficiary on and after the Effective Date with respect to such Retirement Contributions.

1.23“Separation Date” shall mean the last day on which a Participant is employed by an Employer on account of a Separation From Service.

1.24“Separation From Service” shall mean a Participant’s separation from service with the Employer within the meaning of section 409A of the Code and the regulations issued thereunder.

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1.25“Specified Employee” shall mean any Participant who, at any time during the twelve month period ending on the identification date (as determined by the Company or its delegate), is a specified employee under section 409A of the Code, as determined by the Company (or its delegate).  The determination of “specified employees,” including the number and identity of persons considered “specified employees” and identification date, shall be made by the Company (or its delegate) in accordance with the provisions of sections 416(i) and 409A of the Code and the regulations issued thereunder.

1.26“Year of Service” shall mean a consecutive twelve-month period during which an individual is continuously employed by the Employer as an Eligible Employee.  Each Year of Service earned prior to the Effective Date under the Executive Plan shall count as a Year of Service under this Plan.  For purposes of this Plan, any partial Years of Service shall not be included in the calculation of benefits or for any other purpose hereunder and Years of Service for which the individual did not qualify as an Eligible Employee shall not count.  If a terminated employee is rehired and is designated as an Eligible Employee, his or her Years of Service shall not include his or her pre-termination employment.  If a Legacy Plan Participant after ceasing to participate in the Legacy Plan is subsequently designated as an Eligible Employee for purposes of this Plan and such Legacy Plan Participant was continuously employed during such subsequent period, such Legacy Plan Participant shall receive credit for his or her Years of Service prior to being so designated.

ARTICLE II
Participation

2.1Eligibility to Participate.  Each Non-Legacy Participant who was entitled to receive a benefit under the Executive Plan on December 31, 2008, but did not receive payment of his or her benefit prior to the Effective Date, shall be a Participant in the Plan as of the Effective Date and such Participant’s benefit paid on or after the Effective Date shall be governed by the terms of the Plan as set forth herein.  Each individual who becomes an Eligible Employee on or after the Effective Date shall commence participation in the Plan on the date he or she is designated as an Eligible Employee by the Administrator and for as long as such individual is entitled to receive a benefit from the Plan such individual shall be deemed a Participant.

2.2Procedure for and Effect of Admission.  On and after the Effective Date, each individual who first becomes an Eligible Employee for a Plan Year shall become a Participant in the Plan for such Plan Year at the time designated by the Administrator.  Prior to active participation in the Plan such Participant shall be provided with such forms as the Administrator determines necessary to effectuate the participation of such Eligible Employee in the Plan, including an Investment Election Form and beneficiary designation form in the event of the death of the Eligible Employee.

2.3Termination.  An individual shall continue as a Participant in the Plan for as long as he or she is entitled to receive a benefit from the Plan; provided, however, that a Participant’s active participation in the Plan for purposes of eligibility to receive Retirement Contributions shall terminate on the earliest of the date (a) his or her designation as an Eligible

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Employee is terminated by the Board, (b) he or she has a Separation From Service from the Employer for any reason, or (c) the Plan is terminated.

2.4Reemployment.  If an Eligible Employee ceases being eligible to participate in the Plan and subsequently becomes eligible to participate in the Plan on or after the Effective Date, such Eligible Employee’s participation in the Plan shall commence for the Plan Year designated by the Administrator.  Such Eligible Employee shall be required to execute such forms as required by the Administrator, including an Investment Election Form and beneficiary designation form in the event of the death of the Eligible Employee.

ARTICLE III
Plan Accounts

3.1Establishment of Accounts.  The Plan Administrator shall maintain a Plan Account on behalf of each Participant in the Plan.  Such Plan Account shall consist of a Prior Executive Plan Account for each Participant who had such under the Executive Plan and a Retirement Contribution Account to reflect Retirement Contributions credited on behalf of such Participant on and after the Effective Date.

3.2Investment Funds.  Amounts credited to a Participant’s Plan Account shall be credited with earnings, at periodic intervals determined by the Plan Administrator, at a rate equal to the actual rate of return for such period of an investment fund or funds or index or indices selected by that Participant on his or her Investment Election Form from a range of investment vehicles authorized by the Plan Administrator.  The rate of return on investment vehicles shall be tracked solely for the purpose of computing the amount of benefits payable to Participants under the Plan.  Neither the Company nor any other Employer shall be obligated to make any actual investment.  A Participant may change the investment allocations for existing amounts credited to his or her Plan Account or for future amounts credited to his or her Plan Account by completing a new Investment Election Form and submitting such to the Plan Administrator.  Amended Investment Election Forms may be submitted by the Participant to the Plan Administrator at such times as permitted by the Plan Administrator in or her sole discretion.

3.3Bookkeeping Entries.  The maintenance of an individual Plan Account on behalf of each Participant is for bookkeeping purposes only.  Neither the Company nor any other Employer shall be obligated to acquire or set aside any particular assets for the discharge of their obligations under the Plan, nor shall any Participant to have any property rights in any particular assets that may be held by the Company or any other Employer with respect to the Plan.

3.4Statements.  Statements shall be sent to each Participant no less frequently than quarterly setting forth the value of the Participant’s Plan Accounts.

ARTICLE IV
Retirement Contributions

4.1Amount.  The Retirement Contribution Account of each Participant shall be credited with a Retirement Contribution, if any, based on a percentage of his or her Compensation for a Plan Year provided that the Participant is an Eligible Employee on the last

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day of such Plan Year.  The applicable percentage for any Plan Year shall be determined in accordance with the following schedule:

If the Participant is	Retirement Contribution Percentage
At least 55 years of age	19	%
At least 45 years of age but not more than 54 years of age	16	%
At least 40 years of age but not more than 44 years of age	13	%
Not more than 39 years of age	10	%

For purposes of this Section 4.1, a Participant’s age shall be determined at the end of each Plan Year to which the particular Retirement Contribution relates.  Notwithstanding the foregoing, (i) for the first four Plan Years that a Participant is an Eligible Employee, including Plan Years under the Executive Plan, but only with respect to Eligible Employees who were eligible to participate in the Plan on the Effective Date, the Retirement Contribution shall be limited to 10% of Compensation irrespective of the Participant’s age, and (ii) in the case of a Participant who ceases to be an Eligible Employee during a Plan Year by reason of death or a Disability, a pro rata portion of the Retirement Contribution shall be credited based on the number of months during the Plan Year in which the Eligible Employee was employed by the Employer prior to death or Disability.  If an Eligible Employee is rehired by the Employer after the Effective Date, such Eligible Employee will not receive any credit for Years of Service earned prior to such rehire date and such Eligible Employee will be subject to satisfying the requirements of clause (i) above for his first four Plan Years after his rehire date.

Notwithstanding the foregoing, for all periods after March 8, 2009, the Board, by resolution duly adopted prior to applicable period, may condition the making of the Retirement Contribution for the applicable period upon the Company’s achievement of certain specified objectives; provided, however, that any such resolution and the resulting conditionality shall be of no force and effect hereunder following a change in control of the Company.

4.2Crediting.  Retirement Contributions shall be credited to an Eligible Employee’s Retirement Contribution Account for a Plan Year as soon as administratively practicable following the completion of the Plan Year for which the Retirement Contribution relates or such earlier date as is designated by the Company provided that such credit shall be tentative until the end of the Plan Year in order that the requirements of Section 4.1 be determined to be satisfied.

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ARTICLE V
Vesting

5.1Vesting.  Each Participant will vest in the amounts credited to his or her Plan Account, and the related earnings thereon (if any), upon such individual’s completion of four Years of Service.

ARTICLE VI
Distributions

6.1Separation From Service.  Each Participant’s Plan Account shall be distributed to him on account of his Separation from Service.  Such distribution shall be paid in a single lump sum in cash to the Participant within sixty (60) days following the six month anniversary of his Separation Date.  The lump sum payment shall be equal to the value of such Plan Account as of the last business day immediately preceding the date of payment.

6.2Death.

(a)In the event of a Participant’s death prior to his or her Separation From Service, distribution of the Participant’s Plan Account shall be made to the Participant’s beneficiary in a lump sum within sixty (60) days following the date of the Participant’s death.  The amount of any lump sum benefit payable in accordance with this subsection shall equal the value of the Participant’s Plan Account as of the last business day immediately preceding the date on which such benefit is paid.

(b)In the event a Participant dies after the Participant’s Separation From Service, and prior to the full distribution of the amounts credited to the Participant’s Plan Account, the Participant’s Plan Account shall be paid to the Participant’s beneficiary at such times and in such amounts as they would have been paid to the Participant had the Participant survived.

6.3Beneficiary Designation.  Each Participant shall have the right to designate one or more beneficiaries and contingent beneficiaries to receive any vested amount in such individual’s Plan Account at the time of his or her death by filing a written designation with the Plan Administrator on the form prescribed by it for such purpose.  Participants may thereafter designate different beneficiaries at any time by filing a new written designation.  The consent of the beneficiary is not required for any revocation or change of election of beneficiary.  Any written designation shall become effective only upon its receipt by the Plan Administrator.  If all of the designated beneficiaries should die on or before the commencement of distribution of death benefits and the Participant fails to make a new designation, his or her beneficiary shall be determined pursuant to Section 6.4.  If the beneficiary (or last contingent beneficiary) determined pursuant to this Section 6.3 or the initial beneficiary determined pursuant to Section 6.4 dies before all payments are made, then the balance of the payments shall be made to such beneficiary’s estate unless such beneficiary (or last contingent beneficiary) designates a second-level beneficiary by filing a written designation with the Administrator on the form prescribed by it for such purpose, in which case such second-level beneficiary shall be treated as a beneficiary hereunder.

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6.4Beneficiary List.  If a Participant omits or fails to designate a beneficiary or if no designated beneficiary survives such individual, the vested amount in such individual’s Plan Account at the time of his or her death shall be paid to the beneficiary determined from the following priority list: (a) surviving spouse, or if none, then (b) the Participant’s estate.

ARTICLE VII
Loss of Benefits

7.1Loss of Benefits.  Notwithstanding any provision of the Plan, a person who has a vested benefit in his or her Plan Account shall cease to have any right to receive any payment hereunder and all obligations of the Company to make payments to or on account of such Participant shall cease and terminate should the Administrator find, after full consideration of the facts presented on behalf of the Company and the Participant, that:

(a)such Participant, during his or her employment with the Employer and during the one year thereafter, unless the Participant was terminated by the Employer without Cause (as defined in the Non-Competition Agreement between the Employer and the Participant), directly or indirectly, engaged in (as a principal, partner, director, officer, agent, employee, consultant or otherwise) or was financially interested in any business operating within the United States of America, if (i) such business’ primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 7.1(a)(i) hereto, or (ii) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 7.1(a)(ii) hereto.  However, nothing contained in this Section 7.1(a) shall prevent the Participant from holding for investment up to two percent (2%) of any class of equity securities of a company whose securities are traded on a national or foreign securities exchange;

(b)such Participant, during his or her employment with the Employer or during the one year thereafter, directly or indirectly, induced or attempted to influence any employee of the Employer to terminate his or her employment with the Employer or hired or solicited for hire on behalf of another employer any person then employed or who had been employed by the Employer during the immediately preceding six months; or

(c)such Participant’s employment by the Employer was terminated (other than in connection with or following a Change of Control) in connection with any act of disloyalty to the Employer including, without limitation, fraud, embezzlement, theft, breach of the Company’s Conflict of Interest or, Ethics Policies, commission of a felony or proven dishonesty in the course of his or her employment or service or unauthorized disclosure of trade secrets or confidential information of the Employer.

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ARTICLE VIII
Termination and Amendments

8.1Amendments.  The Company may amend this Plan in whole or in part by appropriate resolution of the Board; provided, however, that, no amendment shall (i) decrease or limit any benefits or rights accrued under the Plan prior to the date of the amendment, or (ii) modify any provision of this Article VIII without the consent of a majority of the Participants affected by such amendment.  Notwithstanding the foregoing, the Board, without the consent of a Participant, may make all technical, administrative, regulatory and compliance amendments to the Plan that the Board deems necessary and appropriate so that the Plan meets the requirements of section 409A of the Code.

8.2Termination.  The Company reserves the right to terminate this Plan in its entirety at any time by an appropriate resolution of the Board; provided, however, that any termination of the Plan shall not (i) terminate or diminish any benefits then payable under the Plan, (ii) terminate or diminish any benefits payable in the future under the Plan with respect to benefits accrued as of the date of termination of the Plan, or (iii) decrease or limit any benefits or rights accrued under the Plan prior to the date of termination without the consent of a majority of the Participants affected by such termination.  Any termination of the Plan shall be done in a manner that complies with the requirements of Treas. Reg. §1.409A-3(j)(4)(ix) (or any successor regulation thereto).

ARTICLE IX
Plan Administration

9.1Named Fiduciary and Plan Administrator.  The committee designated by the Board shall be the Administrator and “named fiduciary” (within the meaning of ERISA) of this Plan.  The Administrator shall have the authority to control and manage the operation and, administration of the Plan.  The Administrator shall act by majority vote of the committee members.  No Participant who is a member of the committee shall participate in committee decisions affecting him.

9.2Delegation of Duties.  The Administrator may (a) delegate all or a portion of the responsibilities of controlling and managing the operation and administration of the Plan to one or more persons; and (b) appoint such agents, advisors, counsel, or other representatives to render advice with regard to any of its responsibilities under the Plan.  Wherever the term “Administrator” is used herein in connection with the operation or administration of the Plan, such term shall include all delegates appointed by the Administrator.

9.3Powers and Duties.  The authority and responsibility to control and manage the operation and administration of the Plan shall include, but shall not be limited to, the performance of the following acts:

(a)The filing of all reports required of the Plan.

(b)The distribution to Participants and beneficiaries of all reports and other information required of the Plan.

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(c)The keeping of complete records of the administration of the Plan.

(d)Developing rules and regulations for administration and interpretation of the Plan consistent with the terms and provisions of the Plan.

(e)The interpretation of the Plan including the determination of any questions of fact arising under the Plan and the making of all decisions required by the Plan.  The construction of the Plan and any actions and decision taken thereon in good faith by the Administrator shall be final and conclusive.  The Administrator may correct any defect, or supply any omission, or reconcile any inconsistency in the Plan in such manner and to such extent as shall be expedient to carry the Plan into effect and shall be the sole judge of such expediency.

The Administrator’s determinations (including those made by any person or persons to whom the Administrator’s power has been delegated hereunder) on all matters relating to the Plan shall be final, binding and conclusive for all purposes, upon all persons, including without limitation, the Company and any other Employer and all Participants and their respective beneficiaries, and successors hereunder.  Each Participant, by accepting status as a Participant in the Plan agrees that (i) all benefits shall be paid strictly in accordance with the terms of the Plan, and (ii) that the Administrator shall have the discretion and authority set forth in this Article IX and in the Plan generally.

9.4Payment of Expenses.  All expenses of the Administrator shall be paid by the Company.

9.5Indemnity of Plan Administrator.  The Company shall indemnify the Plan Administrator or any individual who is a delegate against any and all claims, loss, damage, expense or liability arising from any action or failure to act, except when due to gross negligence or willful misconduct.

9.6Agent for Service of Process.  The Company shall be the agent for the Plan for service of legal process.

ARTICLE X
Claims Procedure

10.1Claim.  A Participant or his or her beneficiary or authorized representative (each one being hereinafter referred to as a “Claimant”) who expects a benefit under the Plan which he has not received may file a formal claim for benefits under the Plan with the Administrator.  The Administrator shall review the claim and render a determination relating to the claim based on this Plan document (including the Administrator’s power and authority to interpret and construe the Plan and to make rules relating to the administration of the Plan) and consistent with prior determinations rendered with respect to similarly situated claims.  The Administrator shall notify the Claimant within ninety (90) days of the receipt of the claim of the Administrator’s determination relating to the claim, unless the Administrator determines that special circumstances require an extension of time for processing a claim, in which case the Administrator shall notify the Claimant of the extension within ninety (90) days of receipt of the claim, specifying the special circumstances requiring an extension and the date by which it

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expects to render a determination on the claim, which determination must be rendered and notice given to the Claimant no later than the 180th day following the receipt of the claim.  If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the prior sentence shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the Claimant responds to the request for additional information.  The determination notice shall be in writing, sent by regular mail to the address specified by the Claimant or if none is specified to the Claimant’s last known address, and must contain the following information:

(a)The specific reasons for a determination adverse to the Claimant, if applicable;

(b)The specific reference to the pertinent Plan provision(s) on which the determination is based;

(c)If applicable, a description of any additional information or material necessary to perfect the claim, and an explanation of why such information or material is necessary; and

(d)An explanation of the claims review procedure and the time limitations of the review procedure applicable thereto, including a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an appeal of any adverse benefit determination.

For purposes of this Article X, claims, notifications and determinations shall be deemed to be received when actually received and parties shall be deemed to be notified and a notification shall be deemed to be sent or submitted on the date that such notification is postmarked or actually delivered by courier if not mailed.

10.2Appeal Procedure.  A Claimant is entitled to request an appeal of any adverse determination of his or her claim by the Administrator.  The request for appeal must be submitted in writing within 60 days of the receipt by the Claimant of the notification of an adverse claim determination.  Absent a request for appeal within the 60-day period, the determination of the Administrator regarding the claim will be deemed to be final and conclusive.  During the appeal process, the Claimant shall have a reasonable opportunity to submit written comments, documents, records and other information relating to the claim and shall be entitled, free of charge, to reasonable access to and copies of all documents, records and other information relevant to the claim.  The Administrator shall review the appeal of the initial claim determination (including all comments, documents, records and other information submitted by the Claimant, regardless of whether such information was submitted with the original claim) and render a final determination.

10.3Final Determination.  Within sixty (60) days following receipt by the Administrator of the Claimant’s request for appeal, the Administrator shall render a final determination relating to the claim, unless the Administrator determines that special circumstances (such as the need to hold a hearing) require an extension of time for processing the

11

appeal, in which case the Administrator shall notify the Claimant of such extension within sixty (60) days following receipt by the Administrator of the request for appeal, specifying the special circumstances requiring an extension and the date by which it expects to render a final determination on the appeal, which determination must be rendered and notice given to the Claimant no later than the 120th day following the receipt by the Administrator of the request for appeal.  If an extension is required because the Claimant failed to submit the information necessary to decide a claim, the time period for making a benefit determination set forth in the prior sentence shall be tolled from the date on which the extension notification is sent to the Claimant until the date on which the Claimant responds to the request for additional information.  The final determination shall be made in writing to the Claimant.  The final determination shall (i) recite the specific reasons for a determination adverse to the Claimant, if applicable, with specific reference to the pertinent Plan provision(s) on which the determination is based, (ii) state that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim and (iii) state that the Claimant has a right to bring an action under section 502(a) of ERISA.

ARTICLE XI
Source of Benefits and Payments

11.1Unfunded Plan.  The Plan is intended to constitute an “unfunded” plan of deferred compensation for Participants.  Benefits payable hereunder shall be payable out of the general assets of the Company, and no segregation or any assets whatsoever for such benefits shall be made.  Nothing contained herein shall give any Participant or beneficiary any rights to assets that are greater than those of a general creditor of the Employer.

11.2Non-Alienation.  None of the payments, benefits or rights of Participant or beneficiary thereof shall be subject to any claim of any creditor of such person and, in particular, to the fullest extent permitted by law, shall be free from attachment, garnishment, trustee’s process, or any other legal or equitable process available to any creditor of such person.  No Participant or beneficiary thereof shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments which he may expect to receive, contingently or otherwise, under this Plan, except the right to designate a beneficiary or beneficiaries as hereinabove provided.

11.3Incapacity.  If the Company determines that a person entitled to receive any benefit payment is under a legal disability or is incapacitated in any way so as to be unable to manage his or her financial affairs, the Company may make payments to such person’s legal representative or to a relative or other person for his or her benefit, or apply the payment for the benefit of such person in such manner as the Company considers advisable.  Any payment of a benefit in accordance with the provisions of this Section 11.3 shall be a complete discharge of any liability to make such payment.

ARTICLE XII
Miscellaneous

12.1Effective Date.  This Plan is effective as of the Effective Date and shall be applicable to each Non-Legacy Plan Participant who did not receive payment of his or her

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benefit from the Executive Plan prior to the Effective Date and each individual who becomes an Eligible Employee on or after the Effective Date and is entitled to receive a benefit under the Plan.  The rights and benefits of any Non-Legacy Plan Participant who commenced benefit payments prior to January 1, 2009 are governed by the terms of the Executive Plan as it existed prior to the Effective Date and are either grandfathered from the requirements of section 409A of the Code or payable pursuant to a fixed schedule as required by, and in compliance with, section 409A of the Code, with payments made between January 1, 2005 and December 31, 2008, the Executive Plan has been operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to section 409A of the Plan.  The rights and benefits of a Legacy Plan Participant shall not be governed by the terms of this Plan.

12.2Employment Obligations.  The establishment of this Plan shall not be construed as creating any contract of employment between the Employer and any Participant.  Nothing in this Plan shall be construed as conferring upon any Participant any right to continue in the employment of the Employer, nor shall it interfere with the rights of the Employer to terminate the employment of any Participant and/or to take any personnel action affecting any Participant without regard to the effect that such action may have upon such Participant as a recipient or prospective recipient of benefits under the Plan.  Any amount payable hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which the Participant may be entitled under any qualified retirement arrangement established by the Employer for the benefit of its employees.  Nothing herein contained shall give any Participant the right to inspect the books of the Company or to interfere with the right of the Employer to discharge any Participant from employment at any time for any reason whatsoever, with or without cause.

12.3No Limitation of Employer Action.  Nothing contained in the Plan shall be construed to prevent the Employer from taking any action that is deemed by it to be appropriate or in its best interest.  No Participant, beneficiary, or other person shall have any claim against the Employer as a result of such action.

12.4Conflicts of Law.  All matters respecting the validity, effect, interpretation and administration of this Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent superseded by ERISA.

12.5References.  The masculine pronoun shall include the feminine and the singular form shall include the plural, as necessary for proper interpretation of this Plan.

12.6Withholding Taxes.  The Employer may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any taxes that the Employer is required to withhold by any law or regulation of any governmental authority, whether Federal, state or local, to withhold in connection with any amounts credited and benefits distributed under the Plan.  Each Participant (or his or her beneficiary); however, shall be responsible for the payment of all individual tax liabilities resulting from any such benefits.

12.7Severability.  If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable

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provision and shall be applied as though the unenforceable provision were not contained in the Plan.

12.8Successors.  The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns.  The term, “successors,” as used herein, shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Employer, and successor of any such corporation or other business entity.

12.9Headings.  Headings are inserted in this Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.

12.10Notice.  Any notice required or permitted under the Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.  Mailed notice to the Administrator shall be directed to the Company’s corporate headquarters.  Mailed notice to a Participant or beneficiary shall be directed to the individual’s last known address on the Employer’s records.

12.11Section 409A of the Code.  The Plan is intended to comply with the applicable requirements of section 409A of the Code and related guidance, and shall be administered in accordance with such.  Notwithstanding anything in the Plan to the contrary, elections as to form and distributions from the Plan may only be made under the Plan upon an event and in a manner permitted by section 409A of the Code.  To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of section 409A, such provision shall be deemed null and void.  In no event shall a Participant, directly or indirectly, designate the calendar year of payment.  Notwithstanding anything in the Plan to the contrary, in no event may a Specified Employee commence receipt of his benefit under the Plan on account of a Separation From Service prior to the date that is six months from his Separation Date.

IN WITNESS WHEREOF, this The Pep Boys — Manny, Moe & Jack Account Plan is hereby executed effective as of the 29th day of January, 2009.

/s/THE PEP BOYS — MANNY, MOE & JACK

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Schedule 7(a)(i)

Advance, AutoZone, Discount Tire, Firestone, Goodyear, Jiffy Lube, Just Tires, Les Scwab, Midas, Mieneke, Monro, NAPA, O’Reilly, TBC Corp., Tires Plus

Schedule 7(a)(ii)

BJ’s Wholesale, Costco, Price Club, Sam’s Club, Sears/Kmart, Target, Wal-Mart

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EX-10.15

Exhibit 10.15

CREDIT AGREEMENT

Dated as of January 16, 2009

among

THE PEP BOYS — MANNY, MOE & JACK,
as the Lead Borrower

For

The Borrowers Named Herein

BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral Agent, Swing Line Lender
and L/C Issuer,

and

The Other Lenders Party Hereto

WELLS FARGO RETAIL FINANCE, LLC and
REGIONS BANK
as
Co-Syndication Agents

BANC OF AMERICA SECURITIES LLC,
WELLS FARGO RETAIL FINANCE, LLC and
REGIONS BANK
as
Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Section		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	45
1.03	Accounting Terms	45
1.04	Rounding	46
1.05	Times of Day	46
1.06	Letter of Credit Amounts	46
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		46
2.01	Committed Loans; Reserves	46
2.02	Borrowings, Conversions and Continuations of Committed Loans	47
2.03	Letters of Credit	49
2.04	Swing Line Loans	57
2.05	Prepayments	60
2.06	Termination or Reduction of Commitments	61
2.07	Repayment of Loans	61
2.08	Interest	61
2.09	Fees	62
2.10	Computation of Interest and Fees	63
2.11	Evidence of Debt	63
2.12	Payments Generally; Administrative Agent’s Clawback	64
2.13	Sharing of Payments by Lenders	65
2.14	Settlement Amongst Lenders	66
2.15	Increase in Commitments	66
ARTICLE Ill TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER		68
3.01	Taxes	68
3.02	Illegality	70
3.03	Inability to Determine Rates	70
3.04	Increased Costs; Reserves on LIBO Rate Loans	70
3.05	Compensation for Losses	72
3.06	Mitigation Obligations; Replacement of Lenders	72
3.07	Survival	73
3.08	Designation of Lead Borrower as Borrowers’ Agent	73
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		73
4.01	Conditions of Initial Credit Extension	73
4.02	Conditions to all Credit Extensions	77
ARTICLE V REPRESENTATIONS AND WARRANTIES		78
5.01	Existence, Qualification and Power	78
5.02	Authorization; No Contravention	78
5.03	Governmental Authorization; Other Consents	78
5.04	Binding Effect	78
5.05	Financial Statements; No Material Adverse Effect	79
5.06	Litigation	79
5.07	No Default	79
5.08	Ownership of Property; Liens	80
5.09	Environmental Compliance	80
5.10	Insurance	81
5.11	Taxes	81
5.12	ERISA Compliance	81
5.13	Subsidiaries; Equity Interests	82

5.14	Margin Regulations; Investment Company Act	82
5.15	Disclosure	82
5.16	Compliance with Laws	83
5.17	Intellectual Property; Licenses, Etc	83
5.18	Labor Matters	83
5.19	Security Documents	84
5.20	Solvency	84
5.21	Deposit Accounts; Credit Card Arrangements	84
5.22	Brokers	84
5.23	Customer and Trade Relations	85
5.24	Material Contracts	85
5.25	Casualty	85
ARTICLE VI AFFIRMATIVE COVENANTS		85
6.01	Financial Statements	85
6.02	Certificates; Other Information	86
6.03	Notices	88
6.04	Payment of Obligations	89
6.05	Preservation of Existence, Etc	89
6.06	Maintenance of Properties	89
0.07	Maintenance of Insurance	89
6.08	Compliance with Laws	90
6.09	Books and Records; Accountants	90
6.10	Inspection Rights	91
6.11	Use of Proceeds	91
6.12	Additional Loan Parties	91
6.13	Cash Management	92
6.14	Information Regarding the Collateral	93
6.15	Physical Inventories	93
6.16	Environmental Laws	94
6.17	Further Assurances	94
6.18	Compliance with Terms of Leaseholds	94
6.19	Material Contracts	95
6.20	Term Loan Indebtedness	95
ARTICLE VII NEGATIVE COVENANTS		95
7.01	Liens	95
7.02	Investments	95
7.03	Indebtedness; Disqualified Stock	95
7.04	Fundamental Changes	95
7.05	Dispositions	96
7.06	Restricted Payments	96
7.07	Prepayments of Indebtedness	96
7.08	Change in Nature of Business	97
7.09	Transactions with Affiliates	97
7.10	Burdensome Agreements	97
7.11	Use of Proceeds	97
7.12	Amendment of Material Documents	97
7.13	Corporate Name; Fiscal Year	97
7.14	Deposit Accounts; Credit Card Processors	98
7.15	Consolidated Fixed Charge Coverage Ratio	98
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		98
8.01	Events of Default	98
8.02	Remedies Upon Event of Default	101
8.03	Application of Funds	102

ARTICLE IX ADMINISTRATIVE AGENT		103
9.01	Appointment and Authority	103
9.02	Rights as a Lender	103
9.03	Exculpatory Provisions	104
9.04	Reliance by Agents	105
9.05	Delegation of Duties	105
9.06	Resignation of Agents	105
9.07	Non-Reliance on Administrative Agent and Other Lenders	106
9.08	No Other Duties, Etc	106
9.09	Administrative Agent May File Proofs of Claim	106
9.10	Collateral and Guaranty Matters	107
9.11	Notice of Transfer	108
9.12	Reports and Financial Statements	108
9.13	Agency for Perfection	108
9.14	Indemnification of Agents	109
9.15	Relation among Lenders	109
9.16	Defaulting Lender	109
ARTICLE X MISCELLANEOUS		110
10.01	Amendments, Etc	110
10.02	Notices; Effectiveness; Electronic Communications	112
10.03	No Waiver; Cumulative Remedies	113
10.04	Expenses; Indemnity; Damage Waiver	114
10.05	Payments Set Aside	115
10.06	Successors and Assigns	115
10.07	Treatment of Certain Information; Confidentiality	119
10.08	Right of Setoff	119
10.09	Interest Rate Limitation	120
10.10	Counterparts; Integration; Effectiveness	120
10.11	Survival	120
10.12	Severability	121
10.13	Replacement of Lenders	121
10.14	Governing Law; Jurisdiction; Etc	121
10.15	Waiver of Jury Trial	123
10.16	No Advisory or Fiduciary Responsibility	123
10.17	USA PATRIOT Act Notice	123
10.18	Foreign Assets Control Regulations	124
10.19	Time of the Essence	124
10.20	Press Releases	124
10.21	Additional Waivers	124
10.22	No Strict Construction	126
10.23	Attachments	126
10.24	Copies and Facsimiles	126
	SIGNATURES	S-1

SCHEDULES
	1.01	Borrowers
	1.02	Guarantors
	1.03	Existing Letters of Credit
	2.01	Commitments and Applicable Percentages
	5.01	Loan Parties Organizational Information
	5.05	Internal Control Event Disclosure
	5.06	Litigation
	5.08(b)(1)	Owned Real Estate
	5.08(b)(2)	Leased Real Estate
	5.09	Environmental Matters
	5.10	Insurance
	5.13	Subsidiaries; Equity Interests
	5.21(a)	DDAs
	5.21(b)	Credit Card Arrangements
	5.24	Material Contracts

6.02	Financial and Collateral Reporting
7.01	Existing Liens
7.02	Existing Investments
7.03	Existing Indebtedness
10.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS
		Form of
	A-1	Committed Loan Notice
	A-2	Conversion/Continuation Notice
	B	Swing Line Loan Notice
	C-1	Committed Loan Note
	C-2	Swing Line Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Borrowing Base Certificate

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 16, 2009, among:

THE PEP BOYS — MANNY, MOE & JACK, a Pennsylvania corporation (the “Lead Borrower”);

the Persons named on Schedule 1.01 hereto (each a “Borrower” and collectively, the “Borrowers”);

the Guarantors named on Schedule 1.02 hereto;

each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”);

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer; and

WELLS FARGO RETAIL FINANCE, LLC and REGIONS BANK, as Co-Syndication Agents.

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01        Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“34 Act Reports” means the reports filed by the Lead Borrower with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

“ACH” means automated clearing house transfers.

“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain (at any time) Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) at least equal to seventeen and one-half percent (17.5%) of the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base.  For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing (A) so long as such Event of Default has not been waived, or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) has exceeded seventeen and one-half percent (17.5%) of the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base for sixty consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing.

“Accommodation Payment” as defined in Section 10.21(d).

“Account” means “accounts” as defined in the UCC, and also means, without limitation, a right to payment of a monetary obligation, whether or not earned by performance, (a) for Inventory and other Collateral (including the proceeds thereof) that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, or (c) arising out of the use of a credit or charge card or information contained on or for use with the card.

“Acquisition” means, with respect to any Person (a) an Investment in, or a purchase of a Controlling interest in, the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store locations of any Person, in each case in any transaction or group of transactions which are part of a common plan.

“Act” shall have the meaning provided in Section 10.18.

“Additional Commitment Lender” shall have the meaning provided in Section 2.15.

“Adjusted LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent (1%)) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.  The Adjusted LIBO Rate will be adjusted automatically as to all LIBO Borrowings then outstanding as of the effective date of any change in the Statutory Reserve Rate.

“Adjustment Date” means the first day of each Fiscal Quarter of the Lead Borrower commencing with the third full Fiscal Quarter after the Closing Date.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, (i) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (ii) any director, officer, managing member, partner, trustee, or beneficiary of that Person, (iii) any other Person directly or indirectly holding 10% or more of any class of the Equity Interests of that Person, and (iv) any other Person 10% or more of any class of whose Equity Interests is held directly or indirectly by that Person.

“Agent(s)” means, individually, the Administrative Agent or the Collateral Agent, and collectively means both of them.

“Agent Parties” shall have the meaning specified in Section 10.02(c).

“Aggregate Commitments” means the Commitments of all the Lenders.  The Aggregate Commitments as of the Closing Date total $300,000,000.

“Agreement” means this Credit Agreement.

“Allocable Amount” has the meaning specified in Section 10.21(d).

“Applicable Commitment Fee Percentage” means the applicable percentage set forth in the grid below:

Average daily balance of the Credit Extensions in any Fiscal Quarter	Applicable Commitment Fee Percentage
Less than 33% of the Total Commitments	0.75	%
Equal to or greater than 33% but less than 66% of the Total Commitments	0.50	%
Equal to or greater than 66% of the Total Commitments	0.375	%

“Applicable Margin” means (a) from and after the Closing Date until the first Adjustment Date, the Applicable Margin shall be no less than the percentages set forth in Level II of the pricing grid below (even if the Average Daily Availability requirements for Level I have been met prior to the first Adjustment Date); and (b) from and after the first Adjustment Date, the Applicable Margin shall be determined from the following pricing grid based upon the Average Daily Availability for the three months ending the day immediately preceding such Adjustment Date; provided, however, that (i) if the Loan Parties’ financial statements or any Borrowing Base Certificates are at any time restated or otherwise revised (including as a result of an audit) or (ii) if the information set forth in such financial statements or any Borrowing Base Certificates otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.

Level	Average Daily Availability	LIBO Rate Margin		Prime Rate Margin
I	Greater than $225,000,000	2.75	%	2.75	%
II	Greater than $75,000,000 but less than or equal to $225,000,000	3.00	%	3.00	%
III	Less than or equal to $75,000,000	3.25	%	3.25	%

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the

Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, at any time of calculation, a per annum rate equal to the Applicable Margin for Loans which are LIBOR Rate Loans.

“Appraisal Percentage” means eighty-five percent (85%).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means Banc of America Securities LLC, Wells Fargo Retail Finance, LLC and Regions Bank, in their capacity as Joint Lead Arrangers and Joint Book Managers.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Lead Borrower and its Subsidiaries for the fiscal year ended February 2, 2008, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Lead Borrower and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” shall have the meaning specified in Section 2.03(b)(iii).

“Availability” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive number, of:

(a)           The lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base,

Minus

(b)           The aggregate unpaid balance of Credit Extensions to, or for the account of, the Borrowers.

In calculating Availability at any time and for any purpose under this Agreement, the Lead Borrower shall certify to the Administrative Agent that all accounts payable and Taxes are being paid on a timely basis and consistent with past practices (absent which the Administrative Agent may establish a Reserve therefor).

“Availability Block” means, as of any date of determination thereof by the Administrative Agent, an amount equal to five percent (5%) of the Borrowing Base (without giving effect to clause (f) or clause (g) in the definition of the term Borrowing Base).

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Availability Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agents’ ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, or the assets, business, financial performance or financial condition of the Loan Parties taken as a whole, or (d) to reflect that a Default or an Event of Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Administrative Agent’s Permitted Discretion, (but are not limited to) reserves based on: (i) rent; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, and other Taxes which may have priority over the interests of the Collateral Agent in the Collateral; (iv) salaries, wages and benefits due to employees of any Borrower, (v) Customer Credit Liabilities, (vi) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of the Collateral Agent in the Collateral, (vii) Cash Management Reserves, and (viii) Bank Products Reserves.

“Average Daily Availability” means, as of any date of determination, the average daily Availability for the immediately preceding Fiscal Quarter.

“Balance Sheet Date” means November 1, 2008.

“Bank of America” means Bank of America, N.A. and its successors.

“Bank Products” means any services of facilities provided to any Loan Party by a Lender or any of its Affiliates, including, without limitation, on account of (a) Swap Contracts, (b) purchase cards, and (c) leasing, but excluding Cash Management Services.

“Bank Product Reserves” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.

 “Blocked Account” has the meaning provided in Section 6.13(a)(iii).

“Blocked Account Agreement” means with respect to an account established by a Loan Party, an agreement, in form and substance satisfactory to the Collateral Agent, establishing Control (as defined in the Security Agreement) of such account by the Collateral Agent and whereby the bank maintaining such account agrees, upon the occurrence and during the continuance of a Liquidity Event, to comply only with the instructions originated by the Collateral Agent without the further consent of any Loan Party.

“Blocked Account Bank” means each bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower” and “Borrowers” have the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means, at any time of calculation, an amount equal to:

(a)           the face amount of Eligible Credit Card Receivables multiplied by eighty-five percent (85%);

plus

(b)           the lesser of (i) the Cost of the Borrower’s Eligible Inventory (other than Eligible Display Unit Inventory and Eligible Pepsi Inventory), net of Inventory Reserves, multiplied by the Appraisal Percentage multiplied by the Net Orderly Liquidation Value of the Borrower’s Eligible Inventory (other than Eligible Display Unit Inventory and Eligible Pepsi Inventory), or (ii) the Cost of the Borrower’s Eligible Inventory (other than Eligible Display Unit Inventory and Eligible Pepsi Inventory), net of Inventory Reserves, multiplied by seventy-five percent (75%);

plus

(c)           the lesser of (i) the Cost of the Borrower’s Eligible Display Unit Inventory, net of Inventory Reserves, multiplied by the Display Unit Appraisal Percentage multiplied by the Net Orderly Liquidation Value of the Borrower’s Eligible Inventory, or (ii) the Cost of the Borrower’s Eligible Display Unit Inventory, net of Inventory Reserves, multiplied by seventy-five percent (75%);

plus

(d)           the lesser of (i) the Cost of the Borrower’s Eligible Pepsi Inventory, net of Inventory Reserves, multiplied by fifty percent (50%), multiplied by the Net Orderly Liquidation Value of the Borrower’s Eligible Inventory, or (ii) the Cost of the Borrower’s Eligible Pepsi Inventory, net of Inventory Reserves, multiplied by seventy-five percent (75%);

plus

(e)           the face amount of Eligible Accounts Receivables (net of Receivables Reserves applicable thereto) multiplied by eighty-five percent (85%);

minus

(f)            the then amount of the Availability Block;

minus

(g)           the then amount of all Availability Reserves.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent.

“Business” means the retail and wholesale sale of (i) automotive parts, tires, accessories and equipment, (ii) automotive repair and maintenance services and (iii) complimentary products and services that relate to the foregoing or otherwise appeal to the Lead Borrower’s customer base.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP.

“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral Account” means a non-interest bearing account established by one or more of the Loan Parties with Bank of America, and in the name of the Lead Borrower (as the Collateral Agent shall otherwise direct) and under the sole and exclusive dominion and control of the Collateral Agent, in which deposits are required to be made in accordance with Section 2.03(g) or Section 8.02(c).

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Management Reserves”  means such reserves as the Administrative Agent, from time to time, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

 “Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by a Lender or any of its Affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, and (d) credit or debit cards.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means an event or series of events by which:

(a)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% or more of the Equity Interests of the Lead Borrower entitled to vote for members of the board of directors or equivalent governing body of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)           during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Lead Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)           any “change in control” or similar event as defined in any Organizational Document of any Loan Party or in any Material Contract, or any document governing Material Indebtedness of any Loan Party; or

(d)           the Lead Borrower fails at any time to own, directly or indirectly, 100% of the Equity Interests of each other Loan Party free and clear of all Liens (other than the Liens in favor of the Collateral Agent), except where such failure is as a result of a transaction permitted by the Loan Documents.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.

“Collateral” means any and all “Collateral” as defined in any applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Collateral Agent.

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Agents executed by (a) a bailee or other Person in possession of Collateral, and (b) each landlord of Real Estate leased by any Loan Party, in each case, pursuant to which such Person (i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real Estate, (iii) as to any landlord, provides the Collateral Agent with access to the Collateral located in or on such Real Estate and a reasonable time to sell and dispose of the Collateral from such Real Estate, and (iv) makes such other agreements with the Collateral Agent as the Agents may reasonably require.

“Collateral Agent” means Bank of America, acting in such capacity for its own benefit and the ratable benefit of the other Credit Parties.

“Commercial Letter of Credit” means any letter of credit or similar instrument (including, without limitation, bankers’ acceptances) issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Termination Event” means any termination or reduction of the Aggregate Commitments in whole or in part, for any reason (whether voluntarily or as a result of acceleration of the Obligations), prior to the Maturity Date.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning specified in Section 2.01.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to Section 2.01(a), which, if in writing, shall be substantially in the form of Exhibit A-1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Concentration Account” has the meaning provided in Section 6.13(b).

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Lead Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income Taxes, (iii) depreciation and amortization expense, (iv) non-cash stock compensation expenses and (v) other non-recurring expenses or losses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period), minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period), all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of Federal, state, local and foreign income taxes paid in cash during such period to (b) the sum of (i) Debt Service Charges plus (ii) the aggregate amount of all Restricted Payments, in each case, of or by the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding any non-cash or deferred interest financing costs, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, as of any date of determination, the net income of the Lead Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP, provided, however, that there shall be excluded

(a) extraordinary gains for such Measurement Period, (b) the income (or loss) of such Person during such Measurement Period in which any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such period, (c) the income (or loss) of such Person during such Measurement Period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (d) the income of any direct or indirect Subsidiary of a Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its Organization Documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that the Lead Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income.

“Contractual Obligation” means, as to any Person, any provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion/Continuation Notice” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of LIBO Rate Loans, pursuant to Section 2.02(c), which, if in writing, shall be substantially in the form of Exhibit A-2.

 “Cost” means the lower of cost or market value of Inventory, based upon the Borrowers’ accounting practices, known to the Administrative Agent, which practices are in effect on the Closing Date as such calculated cost is determined from invoices received by the Borrowers and reported on the Borrowers’ stock ledger or, solely with respect to Inventory consisting of “FOB inventory,” “store in-transit to DC”, “display units”, “DC in-transit to Puerto Rico” and “Pepsi inventory” (each as described on the Borrowers general ledger), as reported on the Borrowers’ general ledger.  “Cost” does not include inventory capitalization costs, other non-purchase price charges (such as freight) or the costs associated with “cores” included in Inventory, used in the Borrowers’ calculation of cost of goods sold.

“Covenant Compliance Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain (at any time) Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) at least equal to the greater of (A) $50,000,000 or (B) seventeen and one-half percent (17.5%) of the Borrowing Base.  For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Covenant Compliance Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) has exceeded the greater of (A) $50,000,000 or (B) seventeen and one-half percent (17.5%) of the Borrowing Base, for sixty (60) consecutive Business Days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.

 “Credit Card Notifications” has the meaning provided in Section 6.13(a)(ii).

“Credit Card Receivables” means each “Account” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a major credit card issuer (including, but not limited to, Visa, MasterCard, Discovercard and American Express and such other issuers approved by the

Administrative Agent) or, with respect to Lead Borrower’s private label credit card, General Electric Financial Services, to a Loan Party resulting from charges by a customer of a Loan Party on credit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

“Credit Extensions” mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) each Agent, (iii) each L/C Issuer, (iv) the Arranger, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Obligations under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

“Credit Party Expenses” means, without limitation, (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates, in connection with this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and disbursements of (A) counsel for the Administrative Agent and the Collateral Agent, (B) outside consultants for the Administrative Agent and the Collateral Agent, (C) appraisers, (D) commercial finance examiners, and (E) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the administration and management of this Agreement and the other Loan Documents or the preparation, negotiation, execution and delivery the Loan Documents or of any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated thereby shall be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under any Debtor Relief Laws, or (D) any workout, restructuring or negotiations in respect of any Obligations, and (b) with respect to the L/C Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Administrative Agent or the Collateral Agent, the L/C Issuer or any Affiliate of any of them, after the occurrence and during the continuance of an Event of Default, provided that such Credit Parties shall be entitled to reimbursement for no more than one counsel representing all such Credit Parties (absent a conflict of interest in which case the Credit Parties may engage and be reimbursed for additional counsel).

“Customer Credit Liabilities” means at any time, the aggregate remaining value at such time of (a) outstanding merchandise credits, gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the credit, certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding customer deposits of the Borrowers.

“Customs Broker Agreement” means an agreement in form and substance satisfactory to the Agents among a Borrower, a customs broker or other carrier, and the Collateral Agent, in which the customs broker, freight forwarder or other carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Collateral Agent and agrees, upon notice from the Collateral Agent, to hold and dispose of the subject Inventory solely as directed by the Collateral Agent.

“DDA” means each checking, savings or other demand deposit account maintained by any of the Loan Parties, other than any such account which does not include Collateral or the proceeds thereof and

identified to the Agents as such by the Lead Borrower.  All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“DDA Notification” has the meaning provided therefor in Section 6.13(a)(i).

“Debt Service Charges” means for any Measurement Period, the sum of (a) Consolidated Interest Charges paid or required to be paid for such Measurement Period, plus (b) principal payments made or required to be made on account of Indebtedness (excluding the Obligations but including, without limitation, Capital Lease Obligations) for such Measurement Period, in each case determined on a Consolidated basis in accordance with GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Prime Rate plus (ii) the Applicable Margin, if any, applicable to Prime Rate Loans, plus (iii) two percent ( 2%) per annum; provided, however, that with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent ( 2%) per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Letters of Credit, plus two percent ( 2%) per annum.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy, insolvency or similar proceeding.

“Deteriorating Lender” means any Defaulting Lender or any Lender as to which (a) the L/C Issuer has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) a Person that Controls such Lender has been deemed insolvent or become the subject of a bankruptcy, insolvency or similar proceeding.

“Display Unit Appraisal Percentage” means (a) prior to the inclusion of Inventory consisting of “display units” in the appraisal received by the Administrative Agent from an independent appraiser engaged by the Administrative Agent, sixty percent (60%) and (b) following the Administrative Agent’s receipt of the appraisal referred to in the foregoing clause (a), eighty-five percent (85%).

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale, transfer, license or other disposition of (whether in one transaction or in a series of transactions) of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including

any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith .

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the date on which the Loans mature; provided, however, that (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest  shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest  of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest  upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.  The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.

“Dollars” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Early Termination Fee” has the meaning set forth in Section 2.09(b).

“Eligible Assignee” means (a) a Credit Party or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000.00; (c) an Approved Fund; (d) any Person to whom a Credit Party assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit Party’s portfolio of asset based credit facilities, and (e) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries.

“Eligible Accounts Receivables” means Accounts arising from the sale of a Borrower’s Inventory (other than those consisting of Credit Card Receivables) that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned by performance and represents the bona fide amounts due to a Borrower from an account debtor, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (u) below.  Without limiting

the foregoing, to qualify as an Eligible Accounts Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Accounts Receivable.  Any Accounts meeting the foregoing criteria shall be deemed Eligible Accounts Receivables but only as long as such Account is not included within any of the following categories, in which case such Account shall not constitute an Eligible Accounts Receivable:

(a)           Accounts that are not evidenced by an invoice;

(b)           Accounts that have been outstanding for more than ninety (90) days from the date of sale or more than sixty (60) days past the due date;

(c)           Accounts due from any account debtor, fifty percent (50%) or more of whose Accounts are ineligible under the provisions of clause (b), above.

(d)           Accounts with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent pursuant to the Security Documents);

(e)           Accounts which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback;

(f)            Accounts which arise out of any sale made not in the ordinary course of business, made on a basis other than upon credit terms usual to the business of the Borrowers or are not payable in Dollars;

(g)           Accounts which are owed by any account debtor whose principal place of business is not within the continental United States;

(h)           Accounts which are owed by any Affiliate or any employee of a Loan Party;

(i)            Accounts for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement of such Account by the Agents have been duly obtained, effected or given and are in full force and effect;

(j)            Accounts due from an account debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;

(k)           Accounts due from any Governmental Authority except to the extent that the subject account debtor is the United States of America or any State or political subdivision

thereof, and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation (if any);

(l)            Accounts (i) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to discounts on future purchase therefrom;

(m)          Accounts arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, setoff or charge back;

(n)           Accounts arising out of sales to account debtors outside the United States unless such Accounts are fully backed by an irrevocable letter of credit on terms, and issued by a financial institution, acceptable to the Administrative Agent and such irrevocable letter of credit is in the possession of the Administrative Agent;

(o)           Accounts payable other than in Dollars or that are otherwise on terms other than those normal and customary in the Borrowers’ business;

(p)           Accounts evidenced by a promissory note or other instrument;

(q)           Accounts consisting of amounts due from vendors as rebates or allowances;

(r)            Accounts which are in excess of the credit limit for such account debtor established by the Loan Parties in the ordinary course of business and consistent with past practices;

(s)           Accounts which include extended payment terms (datings) beyond those generally furnished to other account debtors in the ordinary course of business;

(t)            Accounts that are not subject to a first priority security interest in favor of the Collateral Agent; or

(u)           Accounts which the Administrative Agent determines in its Permitted Discretion to be unacceptable for borrowing.

“Eligible Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Borrower from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below.  Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a credit card payment

processor, or credit card issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable.  Any Credit Card Receivables meeting the foregoing criteria shall be deemed Eligible Credit Card Receivables but only as long as such Credit Card Receivable is not included within any of the following categories, in which case such Credit Card Receivable shall not constitute an Eligible Credit Card Receivable:

(a)           Credit Card Receivables which do not constitute an “Account” (as defined in the UCC);

(b)           Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;

(c)           Credit Card Receivables with respect to which a Loan Party does not have good, valid and marketable title, free and clear of any Lien (other than Liens granted to the Collateral Agent);

(d)           Credit Card Receivables that are not subject to a first priority security interest in favor of the Collateral Agent (it being the intent that chargebacks in the ordinary course by such processors shall not be deemed violative of this clause);

(e)           Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(f)            Credit Card Receivables as to which the processor has the right under certain circumstances to require a Loan Party to repurchase the Accounts from such credit card processor;

(g)           Credit Card Receivables due from an issuer or payment processor of the applicable credit card which is the subject of any bankruptcy, insolvency or similar proceedings;

(h)           Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable issuer with respect thereto;

(i)            Credit Card Receivables which do not conform to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(j)            Credit Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Collateral Agent, and to the extent necessary or appropriate, endorsed to the Collateral Agent; or

(k)           Credit Card Receivables which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

“Eligible Display Unit Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, Inventory:

(a)           Which is reflected as “display units” on Borrower’s general ledger (consistent with practices existing on the Closing Date); and

(b)           Which otherwise would constitute Eligible Inventory.

“Eligible In-Transit Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, Inventory:

(a)           Which has been shipped from a foreign location for receipt by a Borrower within sixty (60) days of the date of determination, but which has not yet been delivered to such Borrower;

(b)           For which the purchase order is in the name of a Borrower and title has passed to such Borrower;

(c)           For which the document of title reflects a Borrower as consignee or, if requested by the Collateral Agent, names the Collateral Agent as consignee, and in each case as to which the Collateral Agent has control over the documents of title which evidence ownership of the subject Inventory (such as, if requested by the Collateral Agent, by the delivery of a Customs Broker Agreement);

(d)           Which is insured to the reasonable satisfaction of the Collateral Agent; and

(e)           Which otherwise would constitute Eligible Inventory.

“Eligible Inventory” means, as of the date of determination thereof, without duplication, (i) Eligible In-Transit Inventory, and (ii) items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course deemed by the Administrative Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base, in each case that, except as otherwise agreed by the Administrative Agent, complies with each of the representations and warranties respecting Inventory made by the Borrowers in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the criteria set forth below.  Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory:

(a)           Inventory that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;

(b)           Inventory that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person that is not a Loan Party;

(c)           Inventory (other than Eligible In Transit Inventory) that is not located in the United States of America (excluding territories or possessions of the United States);

(d)           Inventory at a location that is not owned or leased by a Borrower, except to the extent that the Borrowers have furnished the Administrative Agent with (i) any UCC financing statements or other documents that the Administrative Agent may determine to be necessary to perfect its security interest in such Inventory at such location, and (ii) a Collateral Access Agreement executed by the Person owning or operating any such location on terms reasonably acceptable to the Administrative Agent;

(e)           Inventory that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or

custom items, work-in-process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in nature and which have been packed away for sale in the subsequent season, (v) are not in compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods;

(f)            Inventory that is not subject to a perfected first priority security interest in favor of the Collateral Agent;

(g)           Inventory that consists of samples (other than Eligible Display Unit Inventory), labels, bags, packaging, and other similar non-merchandise categories;

(h)           Inventory that is not insured in compliance with the provisions of Section 5.10 hereof;

(i)            Inventory that has been sold but not yet delivered or as to which a Borrower has accepted a deposit;

(j)            Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a dispute in respect of any such agreement;

(k)           Inventory consisting of (i) recyclable parts or “cores” held for sale, (ii) “loaner tools” and (iii) EPA Settlement Inventory (until such time as the inquiry from the EPA has been resolved to the reasonable satisfaction of the Administrative Agent); or

(l)            Inventory acquired in a Permitted Acquisition, unless and until the Collateral Agent has completed or received (A) an appraisal of such Inventory from appraisers satisfactory to the Collateral Agent, establishes an advance rate and Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be deemed Eligible Inventory, and (B) such other due diligence as the Agents may reasonably require, all of the results of the foregoing to be reasonably satisfactory to the Agents.

“Eligible Pepsi Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, Inventory:

(a)           Which is reflected as “Pepsi inventory” on Borrower’s general ledger (consistent with practices existing on the Closing Date); and

(b)           Which otherwise would constitute Eligible Inventory.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other

Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“EPA Settlement Inventory” means all Inventory of Borrowers which, at the time of determination, is suspended for resale as a result of the inquiry made by the Environmental Protection Agency identified on Schedule 5.06 hereto.

“Equipment” has the meaning set forth in the Security Agreement.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification to a Loan Party that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

“Event of Default” has the meaning specified in Section 8.01.  An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.03 hereof.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision

thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Loan Party is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Lead Borrower under Section 10.13), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a).

“Executive Order” has the meaning set forth in Section 10.18.

“Existing Credit Agreement” means that certain Second Amended and Restated Loan and Security Agreement dated as of June 29, 2007 among the Borrowers, the Guarantors, Wachovia Bank, National Association, as agent, and a syndicate of lenders.

“Existing Letters of Credit” means each of the Letters of Credit listed on Schedule 1.03.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

“Facility Guaranty” means the Guaranty made by the Guarantors in favor of the Agents and the Lenders, in form reasonably satisfactory to the Administrative Agent.

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated October 17, 2008, among the Lead Borrower, the Administrative Agent and the Arranger.

“Fiscal Month”  means any fiscal month of any Fiscal Year determined in accordance with the fiscal accounting calendar of the Loan Parties.

“Fiscal Quarter” means any fiscal quarter of any Fiscal Year determined in accordance with the fiscal accounting calendar of the Loan Parties.

“Fiscal Year” means any period of twelve consecutive months ending on the Saturday that is closest to January 31st of any calendar.

“Foreign Assets Control Regulations” has the meaning set forth in Section 10.18.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fronting Fee” has the meaning assigned to such term in Section 2.03(j).

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means each wholly-owned Subsidiary of the Lead Borrower (other than any Borrower (without limiting the joint and several liability of each Borrower for all Obligations), any CFC

and Colchester Insurance Corporation) and each other Subsidiary of the Lead Borrower that shall be required to execute and deliver a Facility Guaranty pursuant to Section 6.12.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Increase Effective Date” shall have the meaning provided therefor in Section 2.15(d).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)           all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)           the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)           net obligations of such Person under any Swap Contract;

(d)           all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) and, in each case, paid in accordance with the payment terms thereof and otherwise not past due for more than thirty (30) days, but excluding those being contested in good faith for which such Person has set aside on its books adequate reserves with respect thereto in accordance with GAAP

 (e)          indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)            all Attributable Indebtedness of such Person;

(g)           all Disqualified Stock and all other obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)           all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Indenture” means that certain Indenture between the Lead Borrower as issuer and Wachovia Bank National Association, as trustee dated as of December 14, 2004.

“Information” has the meaning specified in Section 10.07.

“Intellectual Property” means all present and future:  trade secrets, know-how and other proprietary information; trademarks, trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights and copyright applications; (including copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent applications; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.

“Interest Payment Date” means, (a) as to any Loan other than a Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Prime Rate Loan (including a Swing Line Loan), the first Business Day of each month and the Maturity Date.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that:

(i)            any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)           any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(iii)          no Interest Period shall extend beyond the Maturity Date; and

(iv)          notwithstanding the provisions of clause (iii) no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internal Control Event” means a material weakness in, or actual fraud that involves management or other employees who have a significant role in, the Lead Borrower’s internal controls over financial reporting.

“Inventory” has the meaning given that term in the UCC, and shall alsoinclude, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

 “Inventory Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on:

(a)           Obsolescence;

(b)           Seasonality;

(c)           Shrink;

(d)           Imbalance;

(e)           Change in Inventory character;

(f)            Change in Inventory composition;

(g)           Change in Inventory mix;

(h)           Mark-downs (both permanent and point of sale);

(i)            Retail mark-ons and mark-ups inconsistent with prior period practice and performance, industry standards, current business plans or advertising calendar and planned advertising events;

(j)            reasonably anticipated changes in appraised value of Inventory between appraisals; and

(k)           Out-of-date and/or expired Inventory.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) any Acquisition.  For purposes of

covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means an agreement, in form satisfactory to the Administrative Agent pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent may determine.

“Landlord Lien State” means such state(s) in which a landlord’s claim for rent may have priority over the lien of the Collateral Agent in any of the Collateral.

“Laws” means each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (a) Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by the Administrative Agent in its discretion), (b) Wells Fargo Retail Finance, LLC in its capacity as issuer of Letters of Credit hereunder, (c) with respect to the Existing Letters of Credit and until such Existing Letters of Credit expire or are return undrawn, Wachovia Bank, National Association and (d) any other Lender reasonably acceptable to the Administrative Agent.  The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being understood that Wachovia Bank, National Association is an Affiliate of Wells Fargo Retail Finance, LLC).

“L/C Obligations” mean, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed

Amounts, including all L/C Borrowings.  For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lease” means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any real property for any period of time.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“Letter of Credit” means each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder and shall include the Existing Letters of Credit and bankers’ acceptances.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to $125,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.  A permanent reduction of the Aggregate Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Aggregate Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option, less than) the Aggregate Commitments.

“LIBO Borrowing” means a Borrowing comprised of LIBO Loans.

“LIBO Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market

at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“LIBO Rate Loan” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate.

“Lien” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, Capital Lease Obligation, Synthetic Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidation” means the exercise by the Administrative Agent or Collateral Agent of those rights and remedies accorded to such Agents under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going-out-of-business”, “store closing” or other similar sale or any other disposition of the Collateral for the purpose of liquidating the Collateral.  Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“Liquidity Event” means either (a) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain (at any time) Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) equal to or greater than seventeen and one-half percent (17.5%) of the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base.  For purposes of this Agreement, the occurrence of a Liquidity Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Liquidity Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability (calculated, for purposes of this definition, without giving effect to the Availability Block) has exceeded seventeen and one-half percent (17.5%) of the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base for sixty (60) consecutive calendar days, in which case an Liquidity Event shall no longer be deemed to be continuing for purposes of this Agreement; provided, that a Liquidity Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability exceeds the required amount for sixty (60) consecutive Business Days) at all times after a Liquidity Event has occurred and been discontinued on two (2) occasions in any consecutive twelve (12) month period.

 “Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Account” has the meaning assigned to such term in Section 2.11(a).

“Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the DDA Notifications, the Credit Card Notifications, the Security Documents, the Facility Guaranty, and any other instrument or agreement now or hereafter executed and delivered in connection herewith, or in connection with any transaction arising out of any Cash Management Services and Bank Products, each as amended and in effect from time to time.

“Loan Party” means the Borrowers and each Guarantor.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities or condition (financial or otherwise) of the Loan Parties taken as a whole; (b) a material impairment of the ability of the Loan Parties to perform their respective obligations under any Loan Document; or (c) a material impairment of the rights and remedies of the Agent or the Lenders under any Loan Document or a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.  In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party to which the breach, cancellation or failure to renew, or any adverse material change thereto, would result in a Material Adverse Affect.

“Material Indebtedness” means Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $20,000,000.  Without limitation of the foregoing, the Term Loan and the obligations under the Indenture, each as amended and in effect on the Closing Date, shall be deemed Material Indebtedness. For purposes of determining the amount of Material Indebtedness at any time, the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof.

“Maturity Date” means January 16, 2014.

“Maximum Rate” has the meaning provided therefor in Section 10.09.

“Measurement Period” means, at any date of determination, the most recently completed twelve (12) Fiscal Months of the Lead Borrower.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Orderly Liquidation Value” means the appraised orderly liquidation value of the Borrowers’ Eligible Inventory, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of the Borrowers’ Eligible Inventory as set forth in the Borrowers’ inventory stock ledger, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent.

“Net Proceeds” means (a) with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Collateral Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction

(other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such transaction (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates)); and

(b)           with respect to the sale or issuance of any Equity Interest by any Loan Party or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and cash equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

“Non-Consenting Lender” has the meaning provided therefor in Section 10.01.

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means (a) a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C-1, and (b) the Swing Line Note, as each may be amended, supplemented or modified from time to time.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, and (b) any Other Liabilities.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the Control or management of such Person.

“Other Liabilities” means any obligation on account of (a) any Cash Management Services and/or (b) any Bank Product.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Overadvance” means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.

“Participant” has the meaning specified in Section 10.06(d).

“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment and (b) after giving effect to such transaction or payment, either (i) the Pro Forma Availability Condition has been satisfied and the Consolidated Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.1:1.0, or (ii) the Pro Forma Availability Condition has been satisfied and the Loan Parties shall have provided the Administrative Agent with a solvency opinion (including an analysis of future Availability demonstrating that the Pro Forma Availability Condition will be satisfied) from an unaffiliated third party valuation firm reasonably acceptable to the Administrative Agent.  Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Loan Parties shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clause (b) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent.

“PBGC” means the Pension Benefit Guaranty Corporation.

“PCAOB” means the Public Company Accounting Oversight Board.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Loan Party or any ERISA Affiliate or to which a Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisition” means an Acquisition in which all of the following conditions are satisfied:

(a)           No Default then exists or would arise from the consummation of such Acquisition;

(b)           Such Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

(c)           With respect to any such Acquisition (in a single or series of related transactions)  involving aggregate consideration (whether in cash, tangible property, notes or other property) equal to or greater than the aggregate sum of $50,000,000, the Lead Borrower shall have furnished the Administrative Agent with thirty (30) days’ prior written notice of such intended Acquisition and shall have furnished the Administrative Agent with a current draft of the documents, agreements and instruments contemplated to be executed in connection therewith (and final copies thereof as and when executed), a summary of any due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial statements of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income statements by month for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information as the Administrative Agent may reasonably require, all of which shall be reasonably satisfactory to the Administrative Agent;

(d)           After giving effect to the Acquisition, if the Acquisition is an Acquisition of the Equity Interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting interests or shall otherwise Control the governance of the Person being acquired;

(e)           Any assets acquired shall be utilized in, and if the Acquisition involves a merger, consolidation or stock acquisition, the Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by a Borrower under this Agreement;

(f)            If the Person which is the subject of such Acquisition will be maintained as a Subsidiary of a Loan Party, or if the assets acquired in an Acquisition will be transferred to a Subsidiary which is not then a Loan Party, such Subsidiary shall have been joined as a “Borrower” hereunder or as a Facility Guarantor, as the Administrative Agent shall determine, and the Collateral Agent shall have received a first priority security interest in such Subsidiary’s Equity Interests, Inventory, Accounts, and other property of the same nature as constitutes Collateral under the Security Documents; and

(g)           Either (i) the aggregate consideration (whether in cash, tangible property, notes or other property) paid by any Loan Party for all Acquisitions during any Fiscal Year is not more than $100,000,000 and, following and after giving effect to each such transaction, Pro Forma Availability Condition will be satisfied, or (ii) the Loan Parties shall have satisfied the Payment Conditions, or (iii) the aggregate consideration (whether in cash, tangible property, notes or other property) paid by any Loan Party for such Acquisition is either (A) funded entirely through the use of Net Proceeds from the sales of Real Estate in accordance with clause (h) of the definition of Permitted Dispositions or (B) consists entirely of Equity Interests in the Lead Borrower.

“Permitted Discretion” means the Administrative Agent’s good faith credit judgment based upon any factor or circumstance which it reasonably believes in good faith: (i) will or could reasonably be expected to adversely affect the value of the Collateral, the enforceability or priority of the Collateral Agent’s Liens thereon in favor of the Credit Parties or the amount which the Collateral Agent and the Credit Parties would likely receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral; (ii) suggests that any collateral report or financial information delivered to the Administrative Agent by or on behalf of the Loan Parties is incomplete, inaccurate or misleading in any material respect; (iii) could reasonably be expected to materially increase the likelihood of a bankruptcy, reorganization or other insolvency proceeding involving any Loan Party;

or (iv) creates or reasonably could be expected to create a Default or Event of Default.  In exercising such judgment, the Administrative Agent may consider, without limitation, such factors or circumstances already addressed in or tested by the definition of Eligible in-Transit Inventory, Eligible Inventory, or Eligible L/C Inventory, as well as any of the following: (A) the financial and business climate and prospects of any Loan Party’s industry and general macroeconomic conditions; (B) changes in demand for and pricing of Inventory; (C) changes in any concentration of risk with respect to Inventory; (D) any other factors or circumstances that will or could reasonably be expected to have a Material Adverse Effect or the occurrence of any Material Adverse Effect; (E) audits of books and records by third parties, history of chargebacks or other credit adjustments; and (F) any other factors that change or could reasonably be expected to change the credit risk of lending to the Borrowers on the security of the Collateral.  Notwithstanding the foregoing, it shall not be within Permitted Discretion for the Administrative Agent to establish Reserves which are duplicative of each other regardless of whether such Reserves fall under more than one Reserve category.

“Permitted Disposition” means any of the following:

(a)           dispositions of inventory in the ordinary course of business;

(b)           bulk sales or other dispositions of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings, at arm’s length, provided, that such Store closures and related Inventory dispositions shall not exceed (i) in any Fiscal Year of the Lead Borrower and its Subsidiaries, fifteen percent (15%) of the number of the Loan Parties’ Stores as of the beginning of such Fiscal Year (net of new Store openings) and (ii) in the aggregate from and after the Closing Date, twenty-five percent (25%) of the number of the Loan Parties’ Stores in existence as of the Closing Date (net of new Store openings), provided that, in all events, all sales of Inventory in connection with any Store closings (in a single or series of related transactions) of five percent (5%) or more of the number of the Loan Parties’ Stores then in existence, shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents; provided further, that all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof;

(c)           to the extent not made in conjunction with any Store closings, bulk sales or other dispositions not in the ordinary course of business of Inventory of a Loan Party which has been discontinued or, in the judgment of such Loan Party, is no longer attractive to such Loan Party’s customer base, provided that, if the aggregate Cost of such Inventory included in any sale or group of related sales in any Fiscal Year is in excess of five percent (5%) of the Cost of Eligible Inventory (measured as of the beginning of any applicable Fiscal Year), all sales of such Inventory shall be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents; provided further, that all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof;

(d)           non-exclusive licenses of Intellectual Property of a Loan Party or any of its Subsidiaries in the ordinary course of business;

(e)           dispositions of Equipment or other assets not constituting Collateral in the ordinary course of business that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary and is not replaced with similar property having at least equivalent value;

(f)            Sales, transfers and dispositions among the Loan Parties or by any Subsidiary to a Loan Party;

(g)           Sales, transfers and dispositions by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; and

(h)           as long as no Default then exists or would arise therefrom, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the equity interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, (i) such sale is made for fair market value, (ii) the Net Proceeds of such sale are utilized to either (A) within 180 days from any such transaction, repay Permitted Indebtedness, acquire replacement assets or make a Permitted Acquisition, or (B) repay the Obligations (but, except as provided for in Section 2.06, such repayments shall not reduce the Aggregate Commitments), and (iii) in the case of any sale-leaseback transaction permitted hereunder, the Loan Parties shall have used commercially reasonable efforts to obtain a Collateral Access Agreement from each such purchaser or transferee in favor of, and on terms and conditions reasonably satisfactory to, the Agents.

“Permitted Encumbrances” means:

(a)           Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04;

(b)           Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 6.04;

(c)           Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA;

(d)           Deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)           Liens in respect of judgments that would not constitute an Event of Default hereunder;

(f)            Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any Indebtedness and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of a Loan Party and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property;

(g)           Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with

respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted hereunder;

(h)           Liens on fixed or capital assets acquired by any Loan Party which are permitted under clause (c) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition of such fixed or capital assets and (iii) such Liens shall not extend to any other property or assets of the Loan Parties;

(i)            Liens in favor of the Collateral Agent;

(j)            Landlords’ and lessors’ Liens in respect of rent not in default;

(k)           Possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided that such liens (a) attach only to such Investments and (b) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l)            Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries;

(m)          Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party;

(n)           voluntary Liens on property (other than property of the type included in the Borrowing Base) in existence at the time such property is acquired pursuant to a Permitted Acquisition or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Loan Party or any Subsidiary;

(o)           Liens on Real Estate and other assets to secure Permitted Indebtedness, solely to the extent that (i) such assets do not constitute Collateral and (ii) the Loan Parties shall have used commercially reasonable efforts to obtain a Collateral Access Agreement with respect to all Real Estate subject to such Liens.

(p)           Liens in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) that are not overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation.

“Permitted Indebtedness” means each of the following as long as no Default or Event of Default exists or would arise from the incurrence thereof:

(a)           Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and the direct or contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, refunding, renewal or extension, (ii) the result of such extension, renewal or replacement shall not be an earlier maturity date or decreased weighted average life of such Indebtedness, and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(b)           Indebtedness of any Loan Party to any other Loan Party;

(c)           Without duplication of Indebtedness described in clause (f) of this definition, purchase money Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof provided that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate, provided, however, that the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $10,000,000 at any time outstanding and provided, further, that, if requested by the Collateral Agent, the Loan Parties shall cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Collateral Agent;

(d)           obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” provided that the aggregate Swap Termination Value thereof shall not exceed $20,000,000 at any time outstanding;

(e)           Contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of Stores;

(f)            Indebtedness with respect to the deferred purchase price for any Permitted Acquisition, provided that such Indebtedness does not require the payment in cash of principal

(other than in respect of working capital adjustments) prior to the Maturity Date, has a maturity which extends beyond the Maturity Date, and is subordinated to the Obligations on terms reasonably acceptable to the Agents;

(h)           Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party);

(i)            The Obligations; and

(j)            Other Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time outstanding.

“Permitted Investments” means each of the following as long as no Default or Event of Default exists or would arise from the making of such Investment:

(a)           readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b)           commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(c)           time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (b) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 180 days from the date of acquisition thereof;

(d)           Fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such counterparty entity with whom such repurchase agreement has been entered into;

(e)           Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any money market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and which invest solely in one or more of the types of securities described in clauses (a) through (d) above;

(f)Investments existing on the Closing Date, and set forth on Schedule 7.02, but not any increase in the amount thereof or any other modification of the terms thereof;

(g)(i) Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Loan Party and its Subsidiaries in Loan Parties;

(h)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(i)Guarantees constituting Permitted Indebtedness;

(j)Investments by any Loan Party in Swap Contracts permitted hereunder;

(k)Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; and

(l)Investments constituting Permitted Acquisitions,

provided, however, that notwithstanding the foregoing, (i) after the occurrence and during the continuance of a Liquidity Event, no such Investments specified in clauses (a) through (e) shall be permitted unless either (A) no Loans are then outstanding, or (B) the Investment is a temporary Investment pending expiration of an Interest Period for a LIBO Rate Loan, the proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period, and (ii) all such Investments shall be  pledged to the Collateral Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Collateral Agent.

“Permitted Overadvance” means an Overadvance made by the Administrative Agent, in its discretion, which:

(a)Is made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or

(b)Is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation;

(c)Is made to pay any other amount chargeable to any Loan Party hereunder; and

(d)Together with all other Permitted Overadvances then outstanding, shall not (i) exceed five percent (5%) of the Borrowing Base at any time and (ii) unless a Liquidation is occurring, remain outstanding for more than thirty (30) consecutive Business Days, unless in each case, the Required Lenders otherwise agree.

provided however, that the foregoing shall not (i) modify or abrogate any of the provisions of Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (ii) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for “inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the

Administrative Agent (such as a reduction in the collateral value)), and such “inadvertent Overadvances” shall not reduce the amount of Permitted Overadvances allowed hereunder, and further provided that in no event shall the Administrative Agent make an Overadvance if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06 hereof).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Prepayment Event” means:

(a)Any Disposition of any property or asset of a Loan Party; other than, prior to the occurrence of a Liquidity Event, sales of Inventory in the ordinary course of business, and other than as provided in clause (h) of the definition of Permitted Disposition;

(b)Any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party, unless (x) the proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Collateral Agent; or (y) prior to the occurrence of a Liquidity Event, the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect of which such proceeds, awards or payments were received within 180 days of the occurrence of the damage to or loss of the assets being repaired or replaced;

(c)The incurrence by a Loan Party of any Indebtedness for borrowed money other than Permitted Indebtedness; or

(d)The receipt by any Loan Party of any Extraordinary Receipts.

“Prime Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1% (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Adjusted LIBO Rate for an Interest Period of one month, plus 1%.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Prime Rate Loan” means a Loan that bears interest based on the Prime Rate.

“Pro Forma Availability Condition” means, for any date of calculation with respect to any transaction or payment, Pro Forma Excess Availability following and after giving effect to such transaction or payment will be equal to or greater than twenty-five percent (25%) of the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base.

“Pro Forma Excess Availability” means, for any date of calculation, the projected average Availability for each Fiscal Month during any projected twelve (12) Fiscal Months.

“Public Lender” has the meaning specified in Section 6.02.

“Real Estate” means all Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights of a Loan Party or in favor of a Loan Party relating thereto and all leases, tenancies, and occupancies thereof.

“Receivables Advance Rate” means 85%.

“Receivables Reserves” mean such Reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to the determination of the collectability in the ordinary course of Eligible Accounts Receivables, including, without limitation, Reserves for dilution.

“Register” has the meaning specified in Section 10.06(c).

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Lead Borrower and its Subsidiaries as prescribed by the Securities Laws.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Reports” has the meaning provided in Section 9.12(a).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided further that, in no event shall Required Lenders be less than two (2) Lenders.

“Reserves” means all (if any) Inventory Reserves, Availability Reserves and Receivables Reserves.

“Responsible Officer” means the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.  Any document delivered

hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.  Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person with any proceeds of a dissolution or liquidation of such Person.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“Security Agreement” means the Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral Agent.

“Security Documents” means the Security Agreement, the Blocked Account Agreements, the DDA Notifications, the Credit Card Notifications, and each other security agreement or other instrument or document executed and delivered to the Collateral Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.

“Settlement Date” has the meaning provided in Section 2.14(a).

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Lead Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

“Shrink” means Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for.

“Solvent” and “Solvency” means, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and

(e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.  The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

“Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in the ordinary course of business, excluding any Inventory covered by a Commercial Letter of Credit.

“Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.  LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Store” means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated, or to be operated, by any Loan Party.

“Subordinated Indebtedness” means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations and which is in form and on terms approved in writing by the Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party.

“Super-Majority Required Lenders” means, as of any date of determination, Lenders holding more than 66.67% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 66.67% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that, the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender

shall be excluded for purposes of making a determination of Super-Majority Required Lenders; provided further that, in no event shall Super-Majority Required Lenders be less than two (2) Lenders.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Note” means the promissory note of the Borrowers substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $35,000,000 and (b) the Aggregate Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear

on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” means the term loan in the original principal amount of $320,000,000 made pursuant to that certain Amended and Restated Credit Agreement dated October 27, 2006 among the Lead Borrower, certain domestic subsidiaries of the Lead Borrower as guarantors, the lenders party thereto and the Term Loan Agent.

“Term Loan Agent” means Wachovia Bank, National Association, in its capacity as Administrative Agent under the Term Loan.

“Termination Date” means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VII, or (iii) the termination of the Commitments in accordance with Section 2.06 hereof.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Trading with the Enemy Act” has the meaning set forth in Section 10.18.

“Type” means, with respect to a Committed Loan, its character as a Prime Rate Loan or a LIBO Rate Loan.

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“UFCA” has the meaning specified in Section 10.21(d).

“UFTA” has the meaning specified in Section 10.21(d).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

1.02Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of

the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04Rounding.  Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06Letter of Credit Amounts.  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or by the terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Committed Loans; Reserves.  (a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations:

(i)after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Borrowing Base,

(ii)after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment,

(iii)The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit

Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Committed Loans may be Prime Rate Loans or LIBO Rate Loans, as further provided herein.

(b)The following are the Inventory Reserves and Availability Reserves as of the Closing Date:

(i)Shrink (an Inventory Reserve): An amount equal to the amount accrued for shrink as reflected on the Lead Borrower’s general ledger at any time of determination;

(ii)“QOH Adjustment” (an Inventory Reserve): An amount equal to the amount accrued for such adjustment, as reflected on the Lead Borrower’s general ledger at any time of determination, to the extent such amount represents a reduction to Inventory;

(iii)Customer Credit Liabilities (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records; and

(iv)Dilution (a Receivables Reserve): An amount equal to twenty percent (20%) of all Eligible Accounts Receivables.

(c)The Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion to establish, modify or eliminate Reserves.  Without limiting the generality of the foregoing, the Loan Parties acknowledge that it shall be within the Administrative Agent’s Permitted Discretion to establish an Availability Reserve in an amount equal to two (2) months’ rent for all of the Borrowers’ leased locations in each Landlord Lien State, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent, upon the earlier to occur of (A) any failure by a Loan Party to pay any rent as and when due, (B) any Default or Event of Default and (C) the first occurrence of an Accelerated Borrowing Base Delivery Event.

2.02Borrowings, Conversions and Continuations of Committed Loans.

(a)Committed Loans (other than Swing Line Loans) shall be either Prime Rate Loans or LIBO Rate Loans as the Lead Borrower may request subject to and in accordance with this Section 2.02.  All Swing Line Loans shall be only Prime Rate Loans.  Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.

(b)Each Committed Borrowing shall be made upon the Lead Borrower’s irrevocable (except as otherwise provided in Section 3.03) notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of LIBO Rate Loans, and (ii) one (1) Business Day prior to the requested date of any Borrowing of Prime Rate Loans.  Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Each Borrowing of LIBO Rate Loans shall be in a principal amount of $5,000,000.00 or a whole multiple of $1,000,000.00 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of Prime Rate Loans shall be in a principal amount of not less than $100,000.00.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Committed Loans to be borrowed, (iii) the Type of Committed Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto.  If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice, then the applicable Committed Loans shall be made as Prime Rate Loans.  If the Lead Borrower requests a Borrowing of LIBO Rate Loans in any such

Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.

(c)Each conversion of Committed Loans from one Type to the other and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the requested date of any conversion to or continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans.  Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(c) must be confirmed promptly by delivery to the Administrative Agent of a written Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Each conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $5,000,000.00 or a whole multiple of $1,000,000.00 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each conversion to Prime Rate Loans shall be in a principal amount of not less than $100,000.00.  Each Conversion/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a conversion of Committed Loans from one Type to the other or a continuation of LIBO Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be converted or continued, (iv) the Type of Committed Loans to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Lead Borrower fails to give a timely notice of a conversion or continuation in a Conversion/Continuation Notice, then the applicable Committed Loans shall be converted to Prime Rate Loans.  Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans.  If the Lead Borrower requests a conversion to or continuation of LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.  If no timely notice of a conversion or continuation in a Conversion/Continuation Notice is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Prime Rate Loans described in this Section 2.02(c).

(d)The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge, Credit Party Expenses, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby.  The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof.

Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Sections 2.05(c), 2.05(d) or 2.05(e).  Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(b) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.

(e)Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the consent of the Required Lenders.

(f)The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate.  At any time that Prime Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Prime Rate promptly following the public announcement of such change.

(g)After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than six (6) Interest Periods in effect with respect to Committed Loans.

(h)The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result.  The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swing Line Lender and the L/C Issuer and each Lender shall be bound thereby.  Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Sections 2.05(c), 2.05(d) and 2.05(e).  The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans.  The Administrative Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to “inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond the control of the Administrative Agent (such as a reduction in the collateral value)) regardless of the amount of any such Overadvance(s).

2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers and any drawings thereunder; provided that after giving effect to any L/C Credit Extension

with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the lesser of (1) the Aggregate Commitments and (2) the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  Any L/C Issuer (other than Bank of America or any of its Affiliates) shall notify the Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided that (A) until the Administrative Agent advises any such Issuing Bank that the provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and the L/C Issuer, such L/C Issuer shall be required to so notify the Administrative Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Administrative Agent and such L/C Issuer may agree.  All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii)The L/C Issuer shall not issue any Letter of Credit, if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Issuing Bank and the Administrative Agent each consent, in their sole discretion, to a later expiry date; or

(B)subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than 180 days after the date of issuance or last extension, unless the Issuing Bank and the Administrative Agent each consent, in their sole discretion, to a later expiry date; or

(C)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the Letter of Credit Expiration Date or all the Lenders have approved such expiry date.

(iii)The L/C Issuer shall not issue any Letter of Credit without the prior consent of the Administrative Agent if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise

compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C)such Letter of Credit is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was denominated;

(D)such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or

(E)a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

(iv)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days (or such other date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may

reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require.  Additionally, the Lead Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance or amendment of each Letter of Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.  Upon any change in the Commitments under this Agreement, it is hereby agreed that with respect to all L/C Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders.

(iii)If the Lead Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Lead Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will

also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Lead Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment.  Not later than 11:00 a.m. on the Business Day following the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof.  In such event, the Borrowers shall be deemed to have requested a Committed Borrowing of Prime Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Prime Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Prime Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including

(A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  Subject to the provisions of subsection (f) below, the obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or

(vi)the fact that any Event of Default shall have occurred and be continuing.

The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the L/C Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer.  Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may

have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or the L/C Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit).

(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.  Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to 103% of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have corresponding meanings.  The Borrowers hereby grant to the Collateral Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America except that Permitted Investments of the type listed in clauses (a) through (f) of the definition thereof may be made at the request of the Lead Borrower at the option and in the sole discretion of the Collateral Agent (and at the Borrowers’ risk and expense); interest or profits, if any, on such investments shall accumulate in such account.  If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

(h)Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C Issuer and the Lead Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit.

(i)Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily Stated Amount under each such Letter of Credit (whether or not such maximum amount is then in effect under

such Letter of Credit).  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, while any Event of Default exists, the Administrative Agent may, and upon the request of the Required Lenders shall, notify the Lead Borrower that all Letter of Credit Fees shall accrue at the Default Rate and thereafter such Letter of Credit Fees shall accrue at the Default Rate to the fullest extent permitted by applicable Laws.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at a rate equal to 0.125% per annum, computed on the daily amount available to be drawn under such Letter of Credit and payable on a quarterly basis in arrears.  Such fronting fees shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.   For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.04Swing Line Loans.

(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Lead Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest only at a rate based on the Prime Rate.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the

Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent at the request of the Required Lenders prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may in its discretion, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Lead Borrower at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds.

(c)Refinancing of Swing Line Loans.

(i)Subject to the provisions of Section 2.14, the Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Lender make a Prime Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Prime Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Prime Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.   A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans.  Until each Lender funds its Prime Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender.  The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05Prepayments.

(a)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Prime Rate Loans; and (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c)If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect.  Nothing in this clause (c) shall limit the ability of the Administrative Agent to make Permitted Overadvances as set forth elsewhere in this Agreement.

(d)The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof.

(e)The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Liquidity Event then exists and is continuing; provided that, except as provided for in Section 2.06 below, such prepayments shall not reduce the Aggregate Commitments.

(f)Prepayments made pursuant to this Section 2.05, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Permitted Overadvances, third, shall be applied ratably to the outstanding Committed Loans that are Prime Rate Loans, fourth, shall be applied ratably to the outstanding Committed Loans that are LIBO Rate Loans, fifth, shall be used to Cash Collateralize the remaining L/C Obligations; and sixth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

2.06Termination or Reduction of Commitments.

(a)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit.

(b)If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess.

(c)The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06.  Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount.  All fees (including, without limitation, commitment fees, Early Termination Fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07Repayment of Loans.

(a)The Borrowers shall repay to the Lenders on the Termination Date the aggregate principal amount of Committed Loans outstanding on such date.

(b)To the extent not previously paid, the Borrower shall repay the outstanding balance of the Swing Line Loans on the Termination Date.

2.08Interest.

(a)Subject to the provisions of Section 2.08(b) below, (i) each LIBO Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin; (ii) each Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin.

(b)(i)If any amount payable under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)If any other Event of Default exists, then the Administrative Agent may, and upon the request of the Required Lenders shall, notify the Lead Borrower that all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate and thereafter such Obligations shall bear interest at the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09Fees.  In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a)Commitment Fee.  The Borrowers shall pay to the Administrative Agent for the account of each Lender, in accordance with its Applicable Percentage, a commitment fee, payable quarterly in arrears on the first Business Day of each Fiscal Quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period equal to the Applicable Commitment Fee Percentage times the average daily amount by which the Aggregate Commitments exceeded the sum of the Total Outstandings, in each case calculated on a per annum basis for the actual number of days elapsed in the Fiscal Quarter ending on the day immediately preceding the related payment date (or, if applicable, the actual number of days in the Fiscal Quarter to and including last day of the Availability Period).  The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met.

(b)Early Termination Fee.  In the event that any Commitment Termination Event occurs, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee  (the “Early Termination Fee”), equal to the amount of any such termination or reduction of the Aggregate Commitments multiplied by (i) 1.0% if such Commitment Termination Event occurs prior to the second anniversary of the Closing Date and (ii) 0.5% if such Commitment Termination Event occurs on or after the second but prior to the third anniversary of the Closing Date.  All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination or reduction of the Aggregate Commitments and that, in view of the difficulty in ascertaining the amount of

such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

(c)Other Fees.  The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees. All computations of interest for Prime Rate Loans when the Prime Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent (the “Loan Account”) in the ordinary course of business.  In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, and each payment of interest, fees and other amounts due in connection with the Obligations due to such Lender.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.  Any failure to so attach or endorse, or any error in doing so, shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:30 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:30 p.m. shall, at the option of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBO Rate Loans (or in the case of any Borrowing of Prime Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Prime Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Prime Rate Loans.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing.  Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrowers have not in fact made such payment,

then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13Sharing of Payments by Lenders. If any Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Obligations greater than its pro rata share thereof as provided herein (including in contravention of the priorities of payment set forth in Section 8.03), then the Credit Party receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Credit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Credit Parties ratably and in the priorities set forth in Section 8.03, provided that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or

sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14Settlement Amongst Lenders.

(a)The amount of each Lender’s Applicable Percentage of outstanding Loans (including outstanding Swing Line Loans, shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Loans (including Swing Line Loans) and repayments of Loans (including Swingline Loans) received by the Administrative Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative Agent.

(b)The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of outstanding Loans for the period and the amount of repayments received for the period.  As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its Applicable Percentage of repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of Loans made by each Lender shall be equal to such Lender’s Applicable Percentage of all Loans outstanding as of such Settlement Date.  If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent.  If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent, equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

2.15Increase in Commitments.

(a)Request for Increase.  Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Lead Borrower may make a maximum of four such requests.  At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b)Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(c)Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Lead Borrower and each Lender of the Lenders’ responses to each request made in this Section 2.15.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent or its Affiliates, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders) (each such Eligible Assignee issuing a commitment and becoming a Lender, an “Additional Commitment Lender”), provided, however, that without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $10,000,000.

(d)Effective Date and Allocations.  If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Lead Borrower shall determine the effective date (the “Increase Effective Date”) of such increase (such increase, a “Commitment Increase”).  The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such Commitment Increase and the Increase Effective Date and on the Effective Date (i) the Aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders.

(e)Conditions to Effectiveness of Increase.  As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Administrative Agent, the Lead Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents,

agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists.  The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15.

(f)Terms of Commitment Increase.  Any Commitment Increase contemplated by the provisions of this Section 2.15 shall, except as provided in Section 2.15(e)(iii) and (e)(iv), bear interest and be entitled to fees and other compensation on the same basis as all other Commitments.

(g)Conflicting Provisions.  This Section 2.15 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY;
APPOINTMENT OF LEAD BORROWER

3.01Taxes.

(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrowers shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrowers.  Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c)Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Administrative Agent, each Lender and the L/C Issuer, upon  demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental

Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Lead Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Lead Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i)duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii)duly completed copies of Internal Revenue Service Form W-8ECI,

(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

(iv)any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Lead Borrower to determine the withholding or deduction required to be made.

(f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or

the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

3.02Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Prime Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Prime Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03Inability to Determine Rates.  If the Required Lenders determine that for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan , or (c) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Prime Rate Loans in the amount specified therein.

3.04Increased Costs; Reserves on LIBO Rate Loans.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the L/C Issuer;

(ii)subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by

Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Lead Borrower shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)Reserves on LIBO Rate Loans.  The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Lead Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Prime Rate Loan on the date or in the amount notified by the Lead Borrower; or

(c)any assignment of a LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded.

3.06Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with Section 10.13.

3.07Survival.  All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

3.08Designation of Lead Borrower as Borrowers’ Agent.

(a)Each Borrower hereby irrevocably designates and appoints the Lead  Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement.  As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower.  In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead  Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

(b)Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers.  Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers.

(c)The Lead  Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension.  Neither the Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such proceeds therefrom.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:

(i)executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower;

(ii)a Note executed by the Borrowers in favor of each Lender requesting a Note;

(iii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(iv)copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v)a favorable opinion of Morgan, Lewis & Bockius LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request (including, without limitation, with respect to enforceability, due authorization, perfection of the Liens in favor of the Collateral Agent and no lien creation as a result of the financing);

(vi)a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the Balance Sheet Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect;

(vii)evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect;

(viii)a payoff letter from Wachovia Bank, National Association, as agent for the lenders under the Existing Credit Agreement satisfactory in form and substance to the Administrative Agent evidencing that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated, all obligations thereunder are being paid in full, and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released;

(ix)a certificate from the chief financial officer of the Lead Borrower, satisfactory in form and substance to the Administrative Agent, attesting to the Solvency of the Loan Parties as of the Closing Date after giving effect to the transactions contemplated hereby;

(x)the Security Documents, each duly executed by the applicable Loan Parties;

(xi)all other Loan Documents, each duly executed by the applicable Loan Parties;

(xii)(A) an appraisal (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory of the Borrowers, the results of which are satisfactory to the Collateral Agent, it being acknowledged that this condition has been satisfied, (B) a written report prepared for the Collateral Agent regarding the results of a commercial finance examination of the Loan Parties, which shall be satisfactory to the Collateral Agent and (C) other due diligence materials (including, without limitation, with respect to the Loan Parties’ and certain of their Affiliates’ organizational structure) reasonably requested by the Administrative Agent;

(xiii)results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made;

(xiv)duly executed Customs Broker Agreements with each of the Loan Parties’ customs brokers, freight forwarders or carriers;

(xv)(A) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent, (B) the DDA Notifications, Credit Card Notifications, and Blocked Account Agreements required pursuant to Section 6.13 hereof, and (C) control agreements with respect to the Loan Parties’ securities and investment accounts;

(xvi)such other assurances, certificates, documents, consents or opinions as the Agents reasonably may require.

(b)After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $150,000,000.

(c)The Administrative Agent shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on November 2008, and executed by a Responsible Officer of the Lead Borrower.

(d)The Administrative Agent shall be reasonably satisfied that any financial statements delivered to it fairly present the business and financial condition of the Loan Parties

and that there has been no Material Adverse Effect since the date of the most recent financial information delivered to the Administrative Agent.

(e)The Administrative Agent shall have received and be satisfied with (i) a detailed forecast prepared on a quarterly basis for the period commencing on the Closing Date and ending in January, 2010, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices, (ii) a detailed forecast prepared on annual basis for the period from January, 2010 to the Maturity Date, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by year, each prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices and (iii) such other information (financial or otherwise) reasonably requested by the Administrative Agent; it being acknowledged that the conditions in clauses (i) and (ii) above have been satisfied.

(f)There shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, other than as set forth on Schedule 5.06.

(g)There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect.

(h)The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document.

(i)All necessary consents and approvals to the transactions contemplated hereby shall have been obtained and shall be satisfactory to the Administrative Agent, other than those which, individually or in the aggregate, could not have, and could not be expected to have, a Material Adverse Effect.

(j)After giving effect to the consummation of the transactions contemplated under this Agreement and the other Loan Documents on the Closing Date (including any Loans made or Letters of Credit issued hereunder), no Default or Event of Default shall exist.

(k)All fees required to be paid to the Agents or the Arranger on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full.

(l)The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

(m)The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”).

(n)No material changes in governmental regulations or policies affecting any Loan Party or any Credit Party shall have occurred prior to the Closing Date.

(o)The Closing Date shall have occurred on or before January 31, 2009.  The Administrative Agent shall notify the Lead Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on the Loan Parties.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:

(a)The representations and warranties of the Lead Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred.

Each Request for Credit Extension (other than a Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.  The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by

any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

To induce the Credit Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to the Administrative Agent and the other Credit Parties that:

5.01Existence, Qualification and Power.  Each Loan Party and each Subsidiary thereof (a) is a corporation, limited liability company, partnership or limited partnership, duly organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, where applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.  Schedule 5.01 annexed hereto sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, its state of incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number.

5.02Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.

5.03Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the first priority nature thereof) or (b) such as have been obtained or made and are in full force and effect.

5.04Binding Effect.  This Agreement has been, and each other Loan Document, when delivered, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.05Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)The unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated as of the Balance Sheet Date, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to normal year-end audit adjustments.

(c)Since the Balance Sheet Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)To the best knowledge of the Lead Borrower, except as disclosed on Schedule 5.05, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis.

(e)The Consolidated forecasted balance sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01(e) and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance.

5.06Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07No Default.  No Loan Party or any Subsidiary is in default under or with respect to, or party to, any Material Contract or any Material Indebtedness.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08Ownership of Property; Liens.

(a)Each of the Loan Parties and each Subsidiary thereof has good fee simple title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, subject to any Permitted Encumbrances and except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each of the Loan Parties and each Subsidiary has good and marketable title to, valid leasehold interests in, or valid licenses to use all personal property and assets material to the ordinary conduct of its business, subject to any Permitted Encumbrances and except, as individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b)Schedule 5.08(b)(1) sets forth, as of the Closing Date, the address (including street address, county and state) of all Real Estate that is owned by the Loan Parties, together with a list of the holders of any mortgage Lien thereon, the maximum principal amount secured thereby, and the maturity date thereof.  Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all Leases of Real Estate of the Loan Parties, together with a list of the lessor and its contact information with respect to each such Lease as of the Closing Date.  Each of such Leases is in full force and effect and the Loan Parties are not in default of the terms thereof, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)Schedule 7.01 sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto.  The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 7.01.

(d)Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

(e)Schedule 7.03 sets forth a complete and accurate list of all Indebtedness of each Loan Party or any Subsidiary of a Loan Party (other than intercompany Indebtedness) on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity thereof.

5.09Environmental Compliance.

(a)No Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability, except, in each case, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)Except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (i) none of the real properties currently or formerly owned or operated by any Loan Party or any Subsidiary thereof is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any Subsidiary thereof or, to the best of the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or Subsidiary thereof; (iii) there is no asbestos or asbestos-containing material on any property

currently owned or operated by any Loan Party or Subsidiary thereof; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any Subsidiary thereof.

(c)Except as otherwise set forth on Schedule 5,09, no Loan Party or any Subsidiary thereof is undertaking, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any Subsidiary thereof have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any Subsidiary thereof.

5.10Insurance.  The properties (including, without limitation, all Collateral) of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties (other than Colchester Insurance Company), in such amounts, with such deductibles and covering such risks (including, without limitation, workmen’s compensation, public liability, business interruption and property damage insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties or the applicable Subsidiary operates.  Schedule 5.10 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Closing Date. Each insurance policy listed on Schedule 5.10 is in full force and effect and all premiums in respect thereof that are due and payable have been paid.

5.11Taxes.  The Loan Parties and their Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Lien has been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation.  There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect.  No Loan Party or any Subsidiary thereof is a party to any tax sharing agreement.

5.12ERISA Compliance.

(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Lead Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification.  The Loan Parties and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code is pending or in effect with respect to any Plan.  No Lien imposed under the Code or ERISA exists or is likely to arise on account of any Plan.

(b)There are no pending or, to the best knowledge of the Lead Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)(i)No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

5.13Subsidiaries; Equity Interests.  The Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary.  All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for those created under the Security Documents.  There are no outstanding rights to purchase any Equity Interests in any Subsidiary.  The Loan Parties have no equity investments in any other corporation or entity other than Colchester Insurance Company.  The copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect.

5.14Margin Regulations; Investment Company Act.

(a)No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  None of the proceeds of the Credit Extensions shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin stock or for any other purpose that might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB.

(b)None of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15Disclosure.  Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan

Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16Compliance with Laws.  Each of the Loan Parties and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17Intellectual Property; Licenses, Etc.  The Loan Parties and their Subsidiaries own, or possess the right to use, all of the Intellectual Property, licenses, permits and other authorizations that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.  To the best knowledge of the Lead Borrower, (i) no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Subsidiary infringes upon any rights held by any other Person, and (ii)  no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Lead Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18Labor Matters.

There are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or any Subsidiary thereof pending or, to the knowledge of any Loan Party, threatened.  Except as disclosed in Schedule 5.06, the hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law.  All payments due from any Loan Party and its Subsidiaries, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party.  No Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition. Except as disclosed in Schedule 5.06, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries, except to the extent such complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints would not reasonably be expected to have a Material Adverse Effect.  The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.

5.19Security Documents.

(a)The Security Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.  The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in the Perfection Certificate.  Upon such filings and/or the obtaining of “control,” the Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person.

(b)When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof).

5.20Solvency

After giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Credit Extension, the Loan Parties, on a Consolidated basis, are, and will be, Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

5.21Deposit Accounts; Credit Card Arrangements.

(a)Annexed hereto as Schedule 5.21(a) is a list of all DDAs maintained by the Loan Parties as of the Closing Date, which Schedule includes, with respect to each DDA (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact person at such depository; and (iv) the identification of each Blocked Account Bank.

(b)Annexed hereto as Schedule 5.21(b) is a list describing all arrangements as of the Closing Date to which any Loan Party is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party.

5.22Brokers.  No broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan Documents, and no Loan Party or Affiliate

thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.23Customer and Trade Relations.  There exists no actual or, to the knowledge of any Loan Party, threatened, termination or cancellation of, or any material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations.

5.24Material Contracts.  Schedule 5.24 sets forth all Material Contracts to which any Loan Party is a party or is bound as of the Closing Date.  The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the date hereof.  The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract.

5.25Casualty.  Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are currently affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Loan Parties shall, and shall cause each Subsidiary to:

6.01Financial Statements.  Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent:

(a)(i)   a copy of each of the Lead Borrower’s Annual Reports on Form 10-K, as and when filed with the SEC, or (ii) if the Lead Borrower is at such time no longer obligated to file 34 Act Reports, as soon as available, but in any event within 90 days after the end of each Fiscal Year of the Lead Borrower, a Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (A) a report and opinion of a Registered Public Accounting Firm of recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and (B) a copy of management’s discussion and analysis with respect to such financial statements;

(b)(i)   a copy of each of the Lead Borrower’s Quarterly Reports on Form 10-Q, as and when filed with the SEC, or (ii) if the Lead Borrower is at such time no longer obligated to file 34 Act Reports, as soon as available, but in any event within 45 days after the end of each of the Fiscal Quarters of each Fiscal Year of the Lead Borrower, a Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in

each case in comparative form the figures for (A) the corresponding Fiscal Quarter of the previous Fiscal Year and (B) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and accompanied by a copy of management’s discussion and analysis with respect to such financial statements;

(c)as soon as available, but in any event within 30 days after the end of each of the Fiscal Months of each Fiscal Year (excluding the end of any Fiscal Month which is also the end of a Fiscal Quarter), a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) the corresponding Fiscal Month of the previous Fiscal Year and (B) the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(d)as soon as available, but in any event at least 15 days after the end of each Fiscal Year of the Lead Borrower, forecasts prepared by management of the Lead Borrower, in form satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Lead Borrower and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the fiscal year in which the Maturity Date occurs), and as soon as available, any significant revisions to such forecast with respect to such Fiscal Year.

6.02Certificates; Other Information.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower which (among other things) includes (i) a detailed calculation of the Consolidated Fixed Charge Coverage Ratio, provided that, unless (x) a Covenant Compliance Event has occurred or (y) Availability (calculated, for purposes of this clause (i), without giving effect to the Availability Block) is greater than or equal to twenty percent (20%) of the lesser of (1) the Aggregate Commitments and (2) the Borrowing Base, such calculation shall be required only with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (ii) an explanation of any change in generally accepted accounting principles used in the preparation of such financial statements and (iii) a certification that no Default or Event of Default exists or, if any such Default or Event of Default shall exist, stating the nature and status of such event;

(b)on the 15th day of each Fiscal Month (or, if such day is not a Business Day, on the next succeeding Business Day), a certificate in the form of Exhibit F (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal Month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided that at any time

that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, such Borrowing Base Certificate shall be delivered no later than the third Business Day of each week;

(c)promptly after the same are available, copies of each proxy or other communication sent to the stockholders of the Loan Parties, and copies of all reports and registration statements, which any Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)The financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule;

(e)promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(f)as soon as available, but in any event within 30 days after the end of each fiscal year of the Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Subsidiaries and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;

(g)promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, could reasonably expected to have a Material Adverse Effect; and

(h)promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a), (b), or (c) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, the Lead Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any

such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”).  The Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders (all documents filed with the SEC shall be deemed PUBLIC) and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.03Notices.  Promptly notify the Administrative Agent:

(a)of the occurrence of any Default;

(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Material Contract or with respect to Material Indebtedness of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws;

(c)of the occurrence of any ERISA Event;

(d)of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

(e)of any change in any Loan Party’s senior executive officers;

(f)of the discharge by any Loan Party of its present Registered Public Accounting Firm or any withdrawal or resignation by such Registered Public Accounting Firm;

(g)of any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;

(h)of the filing of any Lien for unpaid Taxes against any Loan Party in an amount in excess of $1,000,000; and

(i)of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding or if any material portion of the Collateral is damaged or destroyed; and

provided that, the failure to deliver any notice required pursuant to clauses (d), (e) and (f) above shall not constitute an Event of Default to the extent such notice was included in any 34 Act Reports filed promptly after the occurrence of the event requiring the delivery of such notice.  Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Lead Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, (b) all lawful claims (including, without limitation, claims of landlords, warehousemen, customs brokers, and carriers) which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each case, where (a) such obligation is being disputed in good faith, (b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) no Lien has been filed with respect thereto (other than Permitted Encumbrances under clause (a) of the definition thereof) and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.  Nothing contained herein shall be deemed to limit the rights of the Administrative Agent with respect to establishing Reserves pursuant to this Agreement.

6.05Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its Intellectual Property, except to the extent such Intellectual Property is no longer used or useful in the conduct of the business of the Loan Parties.

6.06Maintenance of Properties  (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies reasonably acceptable to the Administrative Agent not Affiliates of the Loan Parties (other than Colchester Insurance Company), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and as are reasonably acceptable to the Administrative Agent.

(a)Fire and extended coverage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include (i) a lenders’ loss payable clause (regarding personal property), in form and substance satisfactory to the Collateral Agent, which provides that the insurer shall pay all proceeds attributable to any Collateral (which proceeds are not used by the Loan Parties as provided for in the definition of Prepayment Event) otherwise payable to the Loan Parties under the policies directly to the Collateral Agent and (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer.  Commercial general liability policies shall be endorsed to name the Collateral Agent as an additional insured.  Each such policy referred to in this Section 6.07(a) shall also provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent.  The Lead Borrower shall deliver to the Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence satisfactory to the Collateral Agent of payment of the premium therefor.

(b)None of the Credit Parties, or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07.  Each Loan Party shall look solely to its insurance companies or any other parties other than the Credit Parties for the recovery of such loss or damage and such insurance companies shall have no rights of subrogation against any Credit Party or its agents or employees.  If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against the Credit Parties and their agents and employees.  The designation of any form, type or amount of insurance coverage by the any Credit Party under this Section 6.07 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties.

(c)Maintain for themselves and their Subsidiaries, a Directors and Officers insurance policy, and a “Blanket Crime” policy including employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property, and computer fraud coverage with responsible companies in such amounts as are customarily carried by business entities engaged in similar businesses similarly situated, and will upon request by the Administrative Agent furnish the Administrative Agent certificates evidencing renewal of each such policy.

(d)Permit any representatives that are designated by the Collateral Agent to inspect the insurance policies maintained by or on behalf of the Loan Parties and to inspect books and records related thereto and any properties covered thereby, all at the Loan Parties’ expense.

6.08Compliance with Laws.  Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09Books and Records; Accountants.

(a)Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and (ii) maintain such books of record and account in material conformity

with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties or such Subsidiary, as the case may be.

(b)At all times, retain a Registered Public Accounting Firm which is reasonably satisfactory to the Administrative Agent and instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Administrative Agent.

6.10Inspection Rights.

(a)Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm, all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing, and may be accompanied by the Arrangers, all at the expense (including any expenses incurred by the Arrangers) of the Loan Parties at any time during normal business hours and without advance notice.

(b)The Loan Parties acknowledge that (A) subject to clause (B) below, the Administrative Agent shall undertake at the Loan Parties’ expense up to two (2) inventory appraisals and two (2) commercial finance examinations each Fiscal Year and (B) if Availability (calculated, for purposes of this Section 6.10(b), without giving effect to the Availability Block) is at any time less than or equal to twenty-five percent (25%) of the lesser of (x) the Aggregate Commitments and (y) the Borrowing Base, the Administrative Agent shall undertake at the Loan Parties’ expense up to three (3) inventory appraisals and three (3) commercial finance examinations each Fiscal Year.  Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals and commercial finance examinations to be undertaken (i) as it in its discretion deems necessary or appropriate, at its own expense or, (ii) if required by applicable Law or if an Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.

6.11Use of Proceeds. Use the proceeds of the Credit Extensions (a) to refinance the Indebtedness of the Lead Borrower and its Subsidiaries under the Existing Credit Agreement, (b) to finance the acquisition of working capital assets of the Borrowers, including the purchase of inventory and equipment, in each case in the ordinary course of business, (c) to finance Capital Expenditures of the Borrowers, and (d) for general corporate purposes of the Loan Parties, in each case to the extent permitted under applicable Law and the Loan Documents.

6.12Additional Loan Parties.  Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) to become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a Lien to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section 6.12, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of a Loan Party, to pledge such Equity

Interests and promissory notes evidencing such Indebtedness, in each case, in form, content and scope reasonably satisfactory to the Administrative Agent.  In no event shall compliance with this Section 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

6.13Cash Management.

(a)On or prior to the Closing Date (or such later date as the Administrative Agent, in its sole discretion, may agree in writing prior to the Closing Date):

(i)deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party and delivered to each depository institution listed on Schedule 5.21(a);

(ii)deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit J which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and

(iii)enter into a Blocked Account Agreement satisfactory in form and substance to the Agents with each Blocked Account Bank (collectively, the “Blocked Accounts”).

(b)The Loan Parties shall ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all amounts on deposit in each such DDA and all payments due from credit card processors.

(c)Each Blocked Account Agreement shall require, after the occurrence and during the continuance of a Liquidity Event, the ACH or wire transfer no less frequently than daily (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America (the “Concentration Account”), of all cash receipts and collections, including, without limitation, the following:

(i)all available cash receipts from the sale of Inventory and other assets;

(ii)all proceeds of collections of Accounts;

(iii)all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event;

(iv)the then contents of each DDA (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained);

(v)the then entire ledger balance of each Blocked Account (net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank); and

(vi)the proceeds of all credit card charges.

(d)The Concentration Account shall at all times be under the sole dominion and control of the Collateral Agent.  The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be applied as provided in this Agreement.  In the event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent.

(e)Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

6.14Information Regarding the Collateral.

(a)Furnish to the Administrative Agent at least thirty (30) days prior written notice of any change in: (i) any Loan Party’s name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization.

(b)Should any of the information on any of the Schedules hereto become inaccurate or misleading in any material respect as a result of changes after the Closing Date, unless such changes are included in 34 Act Reports delivered to the Administrative Agent, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same.  From time to time as may be reasonably requested by the Administrative Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Closing Date that, if existing or occurring on the Closing Date, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein).  Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall be deemed the Credit Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Credit Parties’ waiver of any Default or Event of Default resulting from the matters disclosed therein.

6.15Physical Inventories.

(a)Cause at least one (1) physical inventory to be undertaken in each twelve month period on a rolling basis with respect to all Inventory locations, at the expense of the Loan Parties, and periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be satisfactory to the Collateral Agent. The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party.   The Lead Borrower, (i) within twenty (20) days following the completion of such inventory (with respect to any location, as and when completed at such location), shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable and (ii) on a quarterly basis, concurrently with the delivery of the financial statements referred to in Section 6.01(b), shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory or cycle counts undertaken by a Loan Party)

(b)The Collateral Agent, in its Permitted Discretion, if any Default or Event of Default exists, may cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

6.16Environmental Laws.  (a) Conduct its operations and keep and maintain its Real Estate in material compliance with all Environmental Laws and environmental permits; (b) obtain and renew all environmental permits necessary for its operations and properties; and (c) implement any and all investigation, remediation, removal and response actions that are appropriate or necessary to maintain the value and marketability of the Real Estate or to otherwise comply with Environmental Laws pertaining to any of its Real Estate, provided, however, that neither a Loan Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been set aside and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP.

6.17Further Assurances.

(a)Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable Law, or which any Agent may request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Agents, from time to time upon request, evidence satisfactory to the Agents as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b)If any material assets which would otherwise constitute Collateral are acquired by any Loan Party after the Closing Date (other than assets constituting Collateral under the applicable Security Agreement that become subject to the Lien of such Security Agreement upon acquisition thereof), the Lead Borrower will notify the Agents and the Lenders thereof, and will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary or reasonably requested by any Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties.

6.18Compliance with Terms of Leaseholds.

Except as otherwise expressly permitted hereunder, make all payments and otherwise perform all obligations in respect of all Leases of real property to which any Loan Party or any of its Subsidiaries is a party, keep such Leases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.19Material Contracts.  Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.20Term Loan Indebtedness.The Borrowers shall either (i) repay or, subject to the restrictions set forth in clause (a) of the definition of Permitted Indebtedness, refinance, the Indebtedness with respect to the Term Loan at least sixty (60) days prior to the maturity of such Indebtedness, or (ii) enter into an agreement with the holders of such Indebtedness, at least sixty (60) days prior to the maturity of such Indebtedness, extending the maturity of such obligations to a date that is subsequent to the Maturity Date and otherwise acceptable to the Administrative Agent.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or any of its Subsidiaries; or assign or otherwise transfer any accounts or other rights to receive income, other than, as to all of the above, Permitted Encumbrances.

7.02Investments.  Make any Investments, except Permitted Investments.

7.03Indebtedness; Disqualified Stock.   Issue Disqualified Stock or create, incur, assume, guarantee, suffer to exist, issue or otherwise become or remain liable with respect to, any Indebtedness, except Permitted Indebtedness.

7.04Fundamental Changes.  Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing), except that, so long as no Default or Event of

Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:

(a)any Subsidiary may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and

(b)in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person.

7.05Dispositions.   Make any Disposition except Permitted Dispositions.

7.06Restricted Payments.   Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:

(a)each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party;

(b)the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; and

(c)the Lead Borrower may repurchase, redeem or otherwise acquire Equity Interests issued by it, or declare or pay cash dividends to its stockholders up to the aggregate amount of $15,000,000 during any Fiscal Year if, after giving effect to such transaction or payment, Pro Forma Excess Availability will be equal to or greater than thirty-five percent (35%) of the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base; provided that, the Lead Borrower may repurchase, redeem or otherwise acquire Equity Interests issued by it, or declare or pay cash dividends to its stockholders in excess of the aggregate amount of $15,000,000 during any Fiscal Year if, after giving effect to such transaction or payment, the Payment Conditions are satisfied.

7.07Prepayments of Indebtedness.   Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness except:

(a)as long as no Default or Event of Default then exists or would arise therefrom,  regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than on account of Subordinated Indebtedness);

(b)as long as no Default or Event of Default then exists or would arise therefrom,  voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including on account of any Subordinated Indebtedness) solely to the extent made with the Net Proceeds from sales of Real Estate in accordance with clause (h) of the definition of Permitted Dispositions;

(c)voluntary prepayments, repurchases, redemptions or defeasances of Permitted Indebtedness (including on account of any Subordinated Indebtedness) (i) as long as no Default or Event of Default then exists or would arise therefrom, up to the aggregate amount of $75,000,000 during any Fiscal Year if, after giving effect to any such payment, Pro Forma Excess Availability will be equal to or greater than thirty-five percent (35%) of the lesser of (A) the Aggregate Commitments and (B) the Borrowing Base and (ii) in excess of the aggregate amount of $75,000,000 during any Fiscal Year if, after giving effect to any such payment, the Payment Conditions are satisfied; and

(d)subject to the restrictions set forth in clause (a) of the definition of Permitted Indebtedness, refinancings and refundings of such Indebtedness.

7.08Change in Nature of Business

Engage in any line of business substantially different from the Business conducted by the Loan Parties and their Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.09Transactions with Affiliates.  Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to a transaction between or among the Loan Parties not prohibited hereunder.

7.10Burdensome Agreements.  Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary to Guarantee the Obligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clause (c) of the definition of Permitted Indebtedness solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.11Use of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.

7.12Amendment of Material Documents.   Amend, modify or waive any of a Loan Party’s rights under (a) its Organization Documents in a manner materially adverse to the Credit Parties, or (b) any Material Contract or Material Indebtedness (other than on account of any refinancing thereof otherwise permitted hereunder), in each case to the extent that such amendment, modification or waiver would be reasonably likely to have a Material Adverse Effect.

7.13Corporate Name; Fiscal Year.

(a)Change the Fiscal Year of any Loan Party, or the accounting policies or reporting practices of the Loan Parties, except as required by GAAP.

(b)Effect or permit any change referred to in Section 6.14(a) unless (i) the Collateral Agent’s written acknowledgement that all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its own benefit and the benefit of the other Credit Parties, and (ii) after giving effect to any change to the location of the Collateral, all Collateral shall be located within the continental United States.

7.14Deposit Accounts; Credit Card Processors.  Open new DDAs or Blocked Accounts, or enter into agreements with any credit card processors, unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements or Credit Card Notifications, as appropriate, consistent with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent.  Except as permitted hereby, no Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof.

7.15Consolidated Fixed Charge Coverage Ratio.    During the continuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio, calculated as of the last day of each month for any Measurement Period, to be less than 1.1:1.0.

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01Events of Default.  Any of the following shall constitute an Event of Default:

(a)Non-Payment.  The Borrowers or any other Loan Party fails to pay when and as required to be paid herein, (i) any amount of principal of any Loan or any L/C Obligation, or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) any interest on any Loan or on any L/C Obligation, or any fee due hereunder, which failure continues for three (3) calendar days, or (iii) any other amount payable hereunder or under any other Loan Document, which failure continues for three (3) calendar days; or

(b)Specific Covenants.  (i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13 or 6.14 or Article VII; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for twenty (20) days; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith (including, without limitation, any Borrowing Base Certificate) shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default.  (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,

demand, or otherwise) in respect of any Material Indebtedness (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) or Guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause (or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required), such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $10,000,000; or

(f)Insolvency Proceedings, Etc.  Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for 45 calendar days or an order or decree approving or ordering any of the foregoing shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for forty-five (45) calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

(h)Judgments.  There is entered against any Loan Party or any Subsidiary thereof (i) one or more judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $5,000,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $5,000,000 or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $5,000,000 or which would reasonably likely result in a Material Adverse Effect; or

(j)Invalidity of Loan Documents.  (i)  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any other Person not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document; or

(k)Change of Control.  There occurs any Change of Control; or

(l)Cessation of Business.  Except as otherwise expressly permitted hereunder, any Loan Party shall take any action to suspend the operation of its business in the ordinary course, liquidate all or a material portion of its assets or Store locations, or employ an agent or other third party to conduct a program of closings, liquidations or “Going-Out-Of-Business” sales of any material portion of its business; or

(m)Loss of Collateral.  There occurs any uninsured loss to any material portion of the Collateral; or

(n)Breach of Contractual Obligation.  Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the counterparty to such Material Contract to terminate such Material Contract; or

(o)Indictment.  (i) Any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, or (B) charged by a Governmental Authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral, or (ii) any director or senior officer of any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, unless such director or senior officer promptly resigns or is removed or replaced or (B) charged by a Governmental Authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral;

(p)Guaranty.  The termination or attempted termination of any Facility Guaranty except as expressly permitted hereunder or under any other Loan Document;

(q)Subordination.  (i)  The subordination provisions of the documents evidencing or governing any Subordinated Indebtedness (the “Subordinated Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Indebtedness; or (ii) any Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Credit Parties, or (C) that all payments of principal of or premium and interest on the applicable Subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

8.02Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions:

(a)declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;

(c)require that the Loan Parties Cash Collateralize the L/C Obligations; and

(d)whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties;

provided, however, that upon the entry of an order for relief with respect to any Loan Party or any Subsidiary thereof under the Bankruptcy Code of the United States of America, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law.

8.03Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such;

Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to the extent not previously reimbursed by the Lenders, to payment to the Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Lenders in proportion to the amounts described in this clause Third payable to them;

Fourth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans;

Fifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, and fees (including Letter of Credit Fees), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifth payable to them;

Sixth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans;

Seventh, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them;

Eighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Ninth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04, but excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them

Tenth, to payment of that portion of the Obligations arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective amounts described in this clause Tenth held by them;

Eleventh, to payment of all other Obligations arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Seventh above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX
ADMINISTRATIVE AGENT

9.01Appointment and Authority.

(a)Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

(b)Each of the Lenders (in its capacities as a Lender), Swing Line Lender and the L/C Issuer hereby irrevocably appoints Bank of America as Collateral Agent and authorizes the Collateral Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents, as if set forth in full herein with respect thereto.

9.02Rights as a Lender.  The Persons serving as the Agents hereunder shall have the same rights and powers in their capacity as a Lender as any other Lender and may exercise the same as though they were not the Administrative Agent or the Collateral Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or the Collateral Agent hereunder in its individual

capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to the Lenders.

9.03Exculpatory Provisions.  The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Agents:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its respective opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Loan Parties or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

The Agents shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Loan Parties, a Lender or the L/C Issuer.  In the event that the Agents obtain such actual knowledge or receive such a notice, the Agents shall give prompt notice thereof to each of the other Credit Parties.  Upon the occurrence of an Event of Default, the Agents shall take such action with respect to such Event of Default as shall be reasonably directed by the Required Lenders.  Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such  Event of Default as they, or either of them, shall deem advisable in the best interest of the Credit Parties.  In no event shall the Agents be required to comply with any such directions to the extent that any Agent believes that its compliance with such directions would be unlawful.

The Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or

any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents.

9.04Reliance by Agents.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received written notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  Each Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05Delegation of Duties.  Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as such Agent.

9.06Resignation of Agents.  Either Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuer and the Lead Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06.  Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with

all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.  Except as provided in Section 9.12, the Agents shall not have any duty or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial condition or business of any Loan Party that may come into the possession of the Agents.

9.08No Other Duties, Etc.  Anything herein to the contrary notwithstanding, none of the Joint Lead Bookrunners, Joint Lead Arrangers, or Co-Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, Collateral Agent, a Lender or the L/C Issuer hereunder.

9.09Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the

claims of the Lenders, the L/C Issuer, the Administrative Agent and the other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer, the Administrative Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer the Administrative Agent and such Credit Parties under Sections 2.03(i), 2.03(j) and 2.03(k) as applicable, 2.09 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

9.10Collateral and Guaranty Matters.  The Credit Parties irrevocably authorize the Agents, at their option and in their discretion,

(a)to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the expiration or termination of all Letters of Credit or the Cash Collateralization of any L/C Obligations, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01;

(b)to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and

(c)to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by any Agent at any time, the Applicable Lenders will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.10.  In each case as specified in this Section 9.10, the Agents will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

9.11Notice of Transfer.

The Agents may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

9.12Reports and Financial Statements.

By signing this Agreement, each Lender:

(a)agrees to furnish the Administrative Agent upon the occurrence and during the continuance of a Liquidity Event (and thereafter at such frequency as the Administrative Agent may reasonably request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender;

(b)is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”);

(c)expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report;

(d)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;

(e)agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and

(f)without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

9.13Agency for Perfection.

Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the benefit of the Agents and the Lenders, in assets which, in accordance with Article 9 of the UCC or any

other applicable Law of the United States can be perfected only by possession.  Should any Lender (other than the Agents) obtain possession of any such Collateral, such Lender shall notify the Agents thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

9.14Indemnification of Agents.  The Lenders shall indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

9.15Relation among Lenders.  The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agents) authorized to act for, any other Lender.

9.16Defaulting Lender.

(a)If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swing Line Loans or L/C Borrowings and such failure is not cured within two (2) days of receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, (ii) at the Administrative Agent’s option, any and all payments otherwise payable to a Defaulting Lender from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, may be held by the Administrative Agent and readvanced to the Borrowers, the Swing Line Lender or any Issuing Bank  as the Defaulting Lender’s Applicable Percentage of any Borrowing or required funding of a participation in Swing Line Loans or Letters of Credit and (iii) without limiting the provisions of clause (ii), a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.  The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i), (ii) and (iii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.

(b)The non-Defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to cause the termination and assignment (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), without any further action by the Defaulting Lender for no cash consideration of the Defaulting Lender’s Commitment to fund future Loans; provided that such Defaulting Lender shall be paid the Obligations then owing such Defaulting Lender with respect to any funded portion of its Commitment which is the subject of an assignment hereunder.  Upon any such purchase of the Applicable Percentage of any Defaulting Lender, the Defaulting Lender’s share in future Credit Extensions and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance.

(c)Each Defaulting Lender shall indemnify the Administrative Agent and each non-Defaulting Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-Defaulting Lender, on account of a Defaulting Lender’s failure to timely fund its Applicable Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.

ARTICLE X
MISCELLANEOUS

10.01Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the consent of the Required Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)extend or, increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(b)postpone any date fixed by this Agreement or any other Loan Document for (i) any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any of the other Loan Documents without the written consent of each Lender directly and adversely affected thereby, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;

(d)change Section 2.12(e) or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(e)change any provision of this Section or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(f)except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written consent of each Lender;

(g)except for Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written consent of each Lender;

(h)except as provided in Section 2.15, increase the Aggregate Commitments without the written consent of each Lender;

(i)increase the advance rates set forth in the definition of the term “Borrowing Base” without the written consent of each Lender, provided that the foregoing shall not limit (x) the ability of the Super-Majority Required Lenders to modify any other component of the Borrowing Base or (y) the discretion of the Administrative Agent to change, establish or eliminate any Reserves;

(j)modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as provided in such definition, the time period for a Permitted Overadvance without the written consent of each Lender;

(k)except as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents on all or substantially all of the Collateral, to any other Indebtedness or Lien, as the case may be without the written consent of each Lender; and

(l)increase the Swing Line Sublimit without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document, and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

If any Lender does not consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Lead Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can

be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Lead Borrower to be made pursuant to this paragraph).

10.02Notices; Effectiveness; Electronic Communications.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, or electronic communication (subject to clause (b) below) as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Loan Parties, the Agents, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication.  The Administrative Agent or the Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE

ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Agents or any of their Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Loan Parties’ or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Change of Address, Etc.  Each of the Loan Parties, the Agents, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Lead Borrower, the Agents, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)Reliance by Agents, L/C Issuer and Lenders.  The Agents, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Conversion/Continuation Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Agents, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan Parties.  All telephonic notices to and other telephonic communications with the Agents may be recorded by the Agents, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies.  No failure by any Credit Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges provided herein and in the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of

any Default or Event of Default, regardless of whether any Credit Party may have had notice or knowledge of such Default or Event of Default at the time.

10.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  The Borrowers shall pay all Credit Party Expenses.

(b)Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Agents (and any sub-agent thereof), each other Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs, and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agents (and any sub-agents thereof) and their Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)Reimbursement by Lenders.  Without limiting the Lenders’ obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)Payments.  All amounts due under this Section 10.04 shall be payable on demand therefor.

(f)Survival.  The agreements in this Section 10.04 shall survive the resignation of any Agent, the Swing Line Lender, and the L/C Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05Payments Set Aside.  To the extent that any payment by or on behalf of the Loan Parties is made to any Credit Party, or any Credit Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Credit Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Agents upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Agents, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of subsection Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a

portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A)of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; and

(C)after giving effect to any such assignment, the aggregate amount of the remaining Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans held by the assigning Lender shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii)Required Consents.  No consent to an assignment by a Lender shall be required for any assignment except to the extent required by subsection (b)(i)(B) and (b)(i)(C)of this Section and, in addition:

(A)the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C)the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D)the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the assignment of any Commitment.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Administrative Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agents, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under

this Agreement.  Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant.  Subject to subsection (e) of this Section, the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12(e) as though it were a Lender.

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with Section 3.01(e) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other funding source; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h)Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Prime Rate Loans or fund risk participations in Unreimbursed

Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

10.07Treatment of Certain Information; Confidentiality.  Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Credit Party or any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties.

For purposes of this Section, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof, provided that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing or if any Lender shall have been served with a trustee process or similar attachment relating to property of a Loan Party, each Lender, the L/C Issuer and each of their respective Affiliates is hereby

authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement.

10.11Survival.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith, as of the date made or referenced therein, shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain

outstanding.  Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall survive and remain in full force and effect regardless of the repayment of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.  In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents may reasonably require such indemnities and collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any obligations that may thereafter arise with respect to future indemnification obligations or the Other Liabilities or under Section 10.03 hereof.

10.12Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d)such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

10.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

(b)SUBMISSION TO JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED THAT, NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT NECESSARY OR ADVISABLE TO ENFORCE ANY RIGHT OR INTEREST ANY CREDIT PARTY MAY HAVE AGAINST ANY COLLATERAL GRANTED BY ANY LOAN PARTY.

(c)WAIVER OF VENUE.  EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 10.14(B).  EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e)ACTIONS COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

10.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Credit Parties, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the each Credit Party is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Credit Parties has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any of the Credit Parties has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Credit Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Credit Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Credit Parties have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against each of the Credit Parties with respect to any breach or alleged breach of agency or fiduciary duty.

10.17USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act. Each Loan Party is in

compliance, in all material respects, with the Patriot Act.  No part of the proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

10.18Foreign Assets Control Regulations.  Neither of the advance of the Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Patriot Act.  Furthermore, none of the Borrowers or their Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such order.

10.19Time of the Essence.  Time is of the essence of the Loan Documents.

10.20Press Releases.Each Loan Party consents to the publication by Administrative Agent or any Lender of advertising material relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark.  Administrative Agent or such Lender shall provide a draft reasonably in advance of any advertising material to the Lead Borrower for review and comment prior to the publication thereof.  Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

10.21Additional Waivers.

(a)The Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by applicable Law, the obligations of each Loan Party shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Collateral Agent or any other Credit Party.

(b)The obligations of each Loan Party  shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification

of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).

(c)To the fullest extent permitted by applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. The Collateral Agent and the other Credit Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated.  Each Loan Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security.

(d)Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement.  Upon payment by any Loan Party of any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness.  If any amount shall erroneously be paid to any Loan Party on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents.  Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers.  As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

(e)Without limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party hereby absolutely, knowingly, unconditionally, and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787 to 2855 inclusive of the California Civil Code or any similar law of California.

10.22No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

10.23Attachments.  The exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail.

10.24Copies and Facsimiles.  This Agreement and all other documents (including, without limitation, the Loan Documents) which have been or may be hereinafter furnished by any Loan Party to any Agent or any Lender may be reproduced by such Agent or such Lender by any photographic, microfilm, xerographic, digital imaging, or other process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

BORROWERS

/s/THE PEP BOYS — MANNY, MOE & JACK

/s/ THE PEP BOYS MANNY, MOE & JACK OF CALIFORNIA

/s/ PEP BOYS — MANNY, MOE & JACK OF DELAWARE, INC.

/s/ PEP BOYS — MANNY, MOE & JACK OF PUERTO RICO, INC.

GUARANTORS

/s/ PBY CORPORATION

/s/ CARRUS SUPPLY CORPORATION

/S/ BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent

/S/ BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

/S/ WELLS FARGO RETAIL FINANCE, LLC, as an L/C Issuer

/S/ WELLS FARGO RETAIL FINANCE, LLC, as a Lender

/S/ REGIONS BANK, as a Lender

/S/ PNC BANK, NATIONAL ASSOCIATION, as a Lender

/S/ CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender

Exhibit A-1

Committed Loan Notice

Date:

To:Bank of America, N.A., as Administrative Agent

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Re:Credit Agreement dated as of January 16, 2009 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, (i) The Pep Boys- Manny, Moe & Jack, as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”) (ii) the Guarantors, and (iii) Bank of America, N.A., as administrative agent (the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

Ladies and Gentlemen:

The Lead Borrower refers to the above described Credit Agreement and hereby irrevocably notifies you of the Committed Borrowing requested below:

1.The Business Day of the requested Committed Borrowing is                                 , 20[ ](1).

2.The aggregate amount of the requested Committed Borrowing(2) is $.                        which Committed Borrowing consists of the following Types:

Type of Borrowing (Prime Rate Loans or LIBO Rate Loans(3)	Amount	Interest Period for LIBO Rate Loans(4)
	$	[1] [2] [3] [6] months
	$	[1] [2] [3] [6] months
	$	[1] [2] [3] [6] months
	$	[1] [2] [3] [6] months

(1) Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of LffiO Rate Loans, and (ii) one (1) Business Day prior to the requested date of any Borrowing of Prime Rate Loans.

(2) Each Borrowing of LIBO Rate Loans shall be in a principal amount of $5,000,000.00 or a whole multiple of $1,000,000.00 in excess thereof, and each Borrowing of Prime Rate Loans made hereunder shall be in a principal amount of not less than $100,000.00.

(3) If no election of Type of Committed Loans is specified, such Committed Loans shall be made as Prime Rate Loans.

(4) If no election of Interest Period is specified, such notice shall be deemed a request for an Interest Period of one (1) month.

3.Proceeds of the requested Committed Borrowing are to be disbursed to the following account(s):

The Lead Borrower hereby represents and warrants that: (i) the Committed Loan requested herein complies with the provisions of Section 2.02(a) and (b) of the Credit Agreement; (ii) the conditions specified in Sections 4.02(a), (b), and (d) of the Credit Agreement shall be satisfied before and after giving effect to the requested Borrowing; and (iii) after giving effect to the requested Borrowing set forth above, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there will be no more than six (6) Interest Periods in effect with respect to Committed Loans.

THE PEP BOYS- MANNY, MOE & JACK, as

Lead Borrower

By:

Name:

Title:

Exhibit A-2

Continuation/Conversion Notice

Date:

To:Bank of America, N.A., as Administrative Agent

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Re:Credit Agreement dated as of January 16, 2009 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, (i) The Pep Boys- Manny, Moe & Jack, as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”) (ii) the Guarantors, and (iii) Bank of America, N.A., as administrative agent (the “Administrative Agent “) for its own benefit and the benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

Ladies and Gentlemen:

The Lead Borrower hereby requests (select one):

o  A conversion of Committed Loanso  A continuation of LIBO Rate Loans

1.On                        (a Business Day)(1)

2.In the amount of $                              (2)

3.For Conversions: Comprised of                           (Type of Committed Loan to be Converted)

4.For LIBO Rate Loans: with an Interest Period of         months(3)

(1) Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any conversion to or continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans. If the Lead Borrower fails to give a timely notice of a conversion or continuation, then the applicable Committed Loans shall be converted or continued, as appropriate, to Prime Rate Loans.

(2) Each conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $5,000,000.00 or a whole multiple of $1,000,000.00 in excess thereof, and each conversion to Prime Rate Loans made hereunder shall be in a principal amount of not less than $100,000.00.

The Lead Borrower may request a conversion to, or continuation of, LIBO Rate Loans with an Interest Period of one (1), two (2), three (3), or six (6) month. If no election of Interest Period is specified, such notice shall be deemed a request for an Interest Period of one (1) month.

The Lead Borrower hereby represents and warrants that: (i) the Committed Loan requested herein complies with the provisions of Section 2.02(a) and (b) of the Credit Agreement; (ii) the conditions specified in Sections 4.02(a), (b), and (d) of the Credit Agreement shall be satisfied before and after giving effect to the requested Borrowing; and (iii) after giving effect to the requested Borrowing set forth above, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there will be no more than six (6) Interest Periods in effect with respect to Committed Loans.

THE PEP BOYS- MANNY, MOE & JACK, as

Lead Borrower

By:

Name:

Title:

Exhibit B

Swing Line Loan Notice

Date:

To:Bank of America, N.A., as Administrative Agent and as Swing Line Lender

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Re:Credit Agreement dated as of January 16, 2009 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, (i) The Pep Boys- Manny, Moe & Jack, as agent (in such capacity, the “Lead Borrower’’) for itself and the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Guarantors, and (iii) Bank of America, N.A., as administrative agent (the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties, and Swing Line Lender (in such capacity, the “Swing Line Lender”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

Ladies and Gentlemen:

The Lead Borrower refers to the above described Credit Agreement and hereby irrevocably notifies you of the Swing Line Borrowing requested below:

1.(The Business Day of the requested Swing Line Borrowing is)                               , (20[  ]).

2.The aggregate amount of the requested Swing Line Borrowing is $.                                which Swing Line Borrowing shall consist of a Prime Rate Loan.

3.Proceeds of the requested Swing Line Borrowing are to be disbursed to the following account(s):

The Lead Borrower hereby represents and warrants that: (a) the Swing Line Borrowing requested herein complies with the provisions of Section 2.04(a) and (b)  of the Credit Agreement, and (b) the conditions specified in Sections 4.02(a), (b), and (d) of the Credit Agreement shall be satisfied before and after giving effect to the requested Swing Line Borrowing.

THE PEP BOYS- MANNY, MOE & JACK, as

Lead Borrower

By:

Name:

Title:

Exhibit C-1

COMMITTED LOAN NOTE

$[                        . January [  ], 2009

FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”) jointly and severally promise to pay to the order of                                (hereinafter, with any subsequent holders, the “Lender”), c/o Bank of America, N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of                             ($                       , or, if less, the aggregate unpaid principal balance of Committed Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of January 16, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) the Borrowers, (ii) the Guarantors, (iii) Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties, and (iv) the Lenders party thereto (the “Lenders”), with interest at the rate and payable in the manner stated therein.

This is a “Committed Loan Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Committed Loan Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Committed Loans, the accrual of interest thereon, and the repayment of such Committed Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error.

No delay or omission by any Agent or the Lender in exercising or enforcing any of such Agent’s or the Lender’s powers, rights, privileges, or remedies hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

Each Borrower, and each endorser and guarantor of this Committed Loan Note, waives presentment, demand, notice (other than any notice expressly required by the terms of this Committed Loan Note or the other Loan Documents), and protest, and also waives any delay on the part of the holder hereof.  Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this Committed Loan Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Committed Loan Note.

This Committed Loan Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and permitted assigns.

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The liabilities of each Borrower, and of any endorser or guarantor of this Committed Loan Note, are joint and several, provided, however, the release by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Committed Loan Note.   Each reference in this Committed Loan Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly.   No Person obligated on account of this Committed Loan Note may seek contribution from any other Person also obligated except in accordance with the terms of Section 10.21(d) of the Credit Agreement.

THIS COMMITTED LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITTED LOAN NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED THAT, NOTHING IN THIS COMMITTED LOAN NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS COMMITTED LOAN NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT NECESSARY OR ADVISABLE TO ENFORCE ANY RIGHT OR INTEREST ANY CREDIT PARTY MAY HAVE AGAINST ANY COLLATERAL GRANTED BY ANY LOAN PARTY.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITTED LOAN NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THE PRECEDING PARAGRAPH.  EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO AGREES THAT ANY ACTION COMMENCED BY ANY BORROWER ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS COMMITTED LOAN NOTE OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION

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AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

Each Borrower, Guarantor, Endorser, Surety and Lender makes the following waiver knowingly, voluntarily, and intentionally, and understands that the other parties to this Committed Loan Note, the Agents and the Lender, in the establishment and maintenance of their respective relationship with each other contemplated by this Committed Loan Note, is relying thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER, SURETY, AND LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITTED LOAN NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM IN RESPECT OF SUCH ACTION OR PROCEEDING.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREE MENT AND THIS COMMITTED LOAN NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Borrowers have caused this Committed Loan Note to be duly executed as of the date set forth above.

BORROWERS:

THE PEP BOYS- MANNY, MOE & JACK

By:

Name:

Title:

THE PEP BOYS - MANNY, MOE & JACK OF CALIFORNIA

By:

Name:

Title:

THE PEP BOYS- MANNY, MOE & JACK OF DELAWARE, INC.

By:

Name:

Title:

THE PEP BOYS- MANNY, MOE & JACK OF PUERTO RICO, INC.

By:

Name:

Title:

4

Exhibit C-2

SWING UNE NOTE

$35,000,000.00 January[   ], 2009

FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”) jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders, the “Swing Line Lender”), 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of THIRTY-FIVE MILLION DOLLARS ($35,000,000.00), or, if less, the aggregate unpaid principal balance of Swing Line Loans made by the Swing Line Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of January 16, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) the Borrowers, (ii) the Guarantors, (iii) Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties, and (iv) the Lenders party thereto (the “Lenders”), with interest at the rate and payable in the manner stated therein.

This is a “Swing Line Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Swing Line Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Swing Line Loans, the accrual of interest thereon, and the repayment of such Swing Line Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error.

No delay or omission by any Agent or the Swing Line Lender in exercising or enforcing any of such Agent’s or the Swing Line Lender’s powers, rights, privileges, or remedies hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.

Each Borrower, and each endorser and guarantor of this Swing Line Note, waives presentment, demand, notice (other than any notice expressly required by the terms of this Swing Line Note or the other Loan Documents), and protest, and also waives any delay on the part of the holder hereof.  Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Swing Line Lender with respect to this Swing Line Note and/or any Collateral or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Swing Line Note.

This Swing Line Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Swing Line Lender and its successors, endorsees, and permitted assigns.

1

The liabilities of each Borrower, and of any endorser or guarantor of this Swing Line Note, are joint and several, provided, however, the release by any Agent or the Swing Line Lender of any one or more such Persons shall not release any other Person obligated on account of this Swing Line Note. Each reference in this Swing Line Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Swing Line Note may seek contribution from any other Person also obligated except in accordance with the terms of Section 10.21(d) of the Credit Agreement.

THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO TillS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; PROVIDED THAT, NOTHING IN THIS SWING LINE NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT NECESSARY OR ADVISABLE TO ENFORCE ANY RIGHT OR INTEREST ANY CREDIT PARTY MAY HAVE AGAINST ANY COLLATERAL GRANTED BY ANY LOAN PARTY.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THE PRECEDING PARAGRAPH.  EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

EACH PARTY HERETO AGREES THAT ANY ACTION COMMENCED BY ANY BORROWER ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION AND

2

CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

Each Borrower, Guarantor, Endorser, Surety and Lender makes the following waiver knowingly, voluntarily, and intentionally, and understands that the other parties to this Swing Line Note, the Agents and the Swing Line Lender, in the establishment and maintenance of their respective relationship with each other contemplated by this Swing Line Note, is relying thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER, SURETY, AND SWING LINE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND WAIVES THE RIGHT TO ASSERT ANY SETOFF, COUNTERCLAIM OR CROSS-CLAIM IN RESPECT OF SUCH ACTION OR PROCEEDING. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS SWING LINE NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

[SIGNATURE PAGE FOLLOWS]

3

IN WITNESS WHEREOF, the Borrowers have caused this Swing Line Note to be duly executed as of the date set forth above.

BORROWERS:
	THE PEP BOYS- MANNY, MOE & JACK
	By:
	Name:
	Title:
	THE PEP BOYS- MANNY, MOE & JACK OF CALIFORNIA
	By:
	Name:
	Title:
	THE PEP BOYS- MANNY, MOE & JACK OF DELAWARE, INC.
	By:
	Name:
	Title:
	THE PEP BOYS- MANNY, MOE & JACK OF PUERTO RICO, INC.
	By:
	Name:
	Title:

4

Exhibit D

Compliance Certificate

Date of Certificate: 

To:Bank of America, N.A., as Administrative Agent

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Attention: Mr. David R. Vega

Re:Credit Agreement dated as of January 16, 2009 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and between, among others, (i) The Pep Boys- Manny, Moe & Jack, as agent (in such capacity, the “Lead Borrower”) for itself and the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Guarantors, and (iii) Bank of America, N.A., as administrative agent (the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

The undersigned, a duly authorized and acting Financial Officer of the Lead Borrower, hereby certifies on behalf of the Loan Parties as of the date hereof the following:

1.Covenant Compliance Event.

As of the date hereof, there [is a/is no] continuing Covenant Compliance Event.

2.Consolidated Fixed Charge Coverage Ratio.

[Set forth in Appendix I, in reasonable detail, are calculations with respect to Consolidated Fixed Charge Coverage Ratio for the [Fiscal Year/Fiscal Quarter/Fiscal Month] ending [                       ].][Calculations with respect to Consolidated Fixed Charge Coverage Ratio for the Fiscal Month ending [         ] are not required because a Covenant Compliance Event has not occured and Availability is greater than or equal to twenty percent (20%) of the lesser of (i) the Aggregate Commitments and (ii)  the Borrowing Base (without giving effect to the Availability Block).]

3.No Material Accounting Changes, Etc.

(a)The financial statements furnished to the Administrative Agent for the [Fiscal Year/Fiscal Quarter/Fiscal Month] ending [                      ] were prepared in accordance with GAAP consistently applied (except for modifications which are necessitated by changes in GAAP or immaterial GAAP variances) and present fairly in all material respects the financial condition and results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis, as of the end of the period(s) covered, subject to (i) with respect to

1

the monthly and quarterly financial statements, normal year end audit adjustments and the absence of footnotes and (ii) any changes as disclosed on Appendix II hereto.

(b)Except as set forth in Appendix II, there has been no change in GAAP which has been applied in the Lead Borrower’s most recent audited financial statements since                                  . (the date of the Lead Borrower’s most recent audited financial statements), and if such a change has occurred, the effect of such change on the financial statements is detailed in Appendix II.

4.No Default or Event of Default.

[Since [                    (the date of the last similar certification), no Default or Event of Default has occurred.][Since [                   1 (the date of the last similar certification), No Default or Event of Default has occurred, except as set forth on Appendix III.  The Borrowers have taken or propose to take those actions with respect to such Default or Event of Default as described on said Appendix III.]

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Lead Borrower, on behalf of itself and each of the other Loan Parties, has duly executed this Compliance Certificate as the date first written above.

LEAD BORROWER:

THE PEP BOYS- MANNY, MOE & JACK

By:

Name:

Title:

3

APPENDIX I

The following is a reasonably detailed calculation of the Consolidated Fixed Charge Coverage Ratio:

1.	Consolidated EBITDA For Such Period:
(a)	Consolidated Net Income of the Lead Borrower and its Subsidiaries on a Consolidated basis for the most recently completed Measurement Period:
	Plus the following (to the extent deducted in calculating such Consolidated Net Income. in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period):
(b)	Consolidated Interest Charges:
(c)	The provision for Federal, state, local and foreign income Taxes:
(d)	depreciation and amortization expense:
(e)	non-cash stock compensation expenses:
(f)	other non-recurring expenses or losses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period
(g)	the sum of lines l(a) through l(f):
	minus the sum of the following (to the extent included in calculating such Consolidated Net Income, in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period):
(h)	Federal, state, local and foreign income tax credits:
(i)	all non-recurring non-cash items increasing Consolidated Net Income:

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(j)	the sum of line l(h) and Line l(i):
(k)	Consolidated EBITDA [line l(g)  minus line l(j)]:
2.	minus the sum of following:
(a)	Capital Expenditures for such period:
(b)	aggregate amount of Federal, state, local and foreign income taxes paid in cash for such period:
(c)	the sum of lines 2(a) through 2(b):
3.	line l(k) minus line 2(c):
4.	Debt Service Charges (in each case of or by the Lead Borrower and its Subsidiaries for such Measurement Period):
(a)	Consolidated Interest Charges paid or required to be paid or paid for such Measurement Period:
(b)	Principal payments made or required to be made on account of Indebtedness (excluding the Obligations but including, without limitation, Capital Lease Obligations) for such Measurement Period:
(c)	Debt Service Charges: [the sum of lines 4(a) and 4(b)]:
5.	The aggregate amount of all Restricted Payments Paid in cash during such period:

5

6.	the sum of line 5 and line 4(c):
7.	Consolidated Fixed Charge Coverage Ratio [line 3 divided by line 6]:
COVENANT: During the continuance of a Covenant Compliance Event, the Lead Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio (calculated as of the last day of each month for each Measurement Period) to be less than 1.1:1.00.
8.	In Compliance?	[N/A][Yes/No]

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APPENDIX II

Except as set forth below, no change in GAAP which has been applied in the Lead Borrower’s most recent audited financial statements has occurred since                                             (the date of the Lead Borrower’s  most recent audited financial statements). [If any such change has occurred, the following describes the nature of the change in reasonable detail and the effect, if any, of each such change in GAAP or in application thereof on the financial statements delivered in accordance with the Credit Agreement].

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[APPENDIX III

Except as set forth below, no Default or Event of Default has occurred. The following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Loan Parties to be taken on account thereof.]

8

Exhibit E Assignment and Assumption

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between ([the][each] (1) Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][eachf  Assignee identified in item 2 below ([the][each, an] “Assignee”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]  rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding  rights  and  obligations  of  [the  Assignor][the  respective  Assignors]  under  the respective facilities  identified below  (including, without limitation, with respect to  the UC Obligations and the Swing Line Loans included in such facilities(5))and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed  thereby or  in any  way based on  or  related to any  of  the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).  Each such sale and assignment is without recourse to [the][any]

(1) For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.   If the assignment is from multiple Assignors, choose the second bracketed language.

(2) For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

(3) Select as appropriate.

(4) Include bracketed language if there are either multiple Assignors or multiple Assignees.

(5) Include all applicable subfacilities, if any.

Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.Assignor[s]:

2.Assignee[s]:

[for each Assignee, indicate if [Affiliate][Approved Fund] of [identify Lender]]

3.Borrowers:The Pep Boys- Manny, Moe & Jack, as Lead Borrower, and the other Borrowers party to the Credit Agreement.

4.Administrative Agent: Bank of America, N.A., as the Administrative Agent under the Credit Agreement.

5.Credit Agreement:Credit Agreement, dated as of January 16, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into by, among others, the Lead Borrower, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent.

6.Assigned lnterest[s]:

Assignor[s](6)	Assignee[s]	Amount of Assignor’s Commitment /Loans	Amount of Commitment /Loans Assigned(8)	Percentage of Aggregate Commitment/ Loans Assigned(9)		Resulting Commitment/ Loans of Assignor	Resulting Commitment/ Loans of Assignee	CUSIP Number
		$	$		%	$	$
		$	$		%	$	$
		$	$		%	$	$

[7.(Trade Date):                              (10)

Effective Date:                          ,,  20   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WIITCH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

(6) List each Assignor, as appropriate.

(7) List each Assignee, as appropriate.

(8) Subject to minimum amount requirements  pursuant to Section 10.06(b)(i) of the Credit Agreement and subject to proportionate amount requirements pursuant to Section 10.06(b)(ii) of the Credit Agreement.

(9) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(10) To be completed if the Assignor and the Assignee intend that the minimum assignment  amount is to be determined as of the Trade Date.

The terms set forth in this Assignment and Assumption are hereby agreed to:

		ASSIGNOR
		[NAME OF ASSIGNOR]
		By:
			Title:
		ASSIGNEE
		[NAME OF ASSIGNEE]
		By:
			Title:
Acknowledged, consented to: (11)
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Title:

(11)  To the extent required under Section 10.06(b)(i)(B), Section10.06(b)(i)(C), or Section 10.06(b)(iii)(B) of the Credit Agreement.

Acknowledged and consented to:(12)

BANK OF AMERICA, N.A., as Swing Line Lender

By:

Title:

(12)To the extent required under Section 10.06(b)(iii)(D) of the Credit Agreement.

Acknowledged and consented to:(13)

.                        ,,  as LC Issuer]

By:

Title:

(13) To the extent required under Section 10.06(b)(iii)(C) of the Credit Agreement.

Acknowledged  and consented to:(14)

THE PEP BOYS- MANNY, MOE & JACK, as the Lead Borrower

By:

Title:

(14) To the extent required under Section 10.06(b)(i)(B), Section 10.06(b)(i)(C), or Section 10.06(b)(iii)(A) of the Credit Agreement.

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

Reference is made to a certain Credit Agreement dated as of January 16, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into by, among others, The Pep Boys- Manny, Moe & Jack, as Lead Borrower, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent.

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1.Assignor.  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii)  it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b)  assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii)  the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Loan Parties or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Loan Parties or any other Person of any of their respective obligations under any Loan Document.

1.2.Assignee.  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Collateral Agent, or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York (except for the conflict of laws rules thereof, but including general obligations law sections 5-1401 and 5-1402).

4.Fees.  Unless waived by the Administrative Agent in accordance with section 10.06(b)(iv), this Assignment and Assumption shall be delivered to the Administrative Agent with a processing and recordation fee of $3,500.00.

EXHIBIT  F: Borrowing Base Certificate

The Pep Boys - Manny. Moe & Jack (“The Borrower”)
REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION
Cost Stock Ledger Model		Cert. No.
Ending Inventory Per Stock Ledger, as of:
Add:	Eligible In-Transit Inventory Per Credit Agreement
	DC In-Transit to Puerto Rico
	Stores In-Transit to DC - Overstock
	Display Units (at 60% pending inclusion in appraisal)
	Pepsi Inventory (at 50%)
Less:	Cores in Stock Ledger
	Loaner Tools
	Shrink Reserve (Pep accrued shrink)
	Excluded inventory pending EPA settlement
	QOH Adjustment
Total Eligible Inventory, as of:			(A)
Advance Rate:			(B)
Net Inventory Availability (AxB)			(C)
Eligible Credit Card Receivables, as of:			(D)
Advance Rate:			(E)
Net Credit Card Receivables Availability (DxE)			(F)
Accounts Receivable, Commercial, as of:
Less:	APD Pay Plan
	Cash as Credit
	Extended Terms
	Past Due Over 60 Days
	Credits in Prior
	Cross Aging
	Contra Accounts
	Chargebacks
	Other ineligibles per credit agreement
	Sub Total		(G)
	Dilution Reserve%		(H)
	Dilution Reserve (GxH)		{I)
Eligible Accounts Receivable (G-1)			(J)
Advance Rate:			(K)
Net Third Party Accounts Receivable Availability (JxK)			(L)
Less without duplication of any other reserves or eligibility criteria:
Customer Credit Liabilities Reserve (50%)			(M)
Unprocessed In-Store Payments			(N)
Availability Block (5%) (C+F+L)x5%			(O)
Uncapped Borrowing Base (C+F+L·M-N-0)			(P)
Domestic Commitment ($300,000,000)		300,000	(Q)
Borrowing Base (lesser of P or Q)			(A)

(B) Current Advance Rate = 85% x 65.8% = 55.93%.  Advance Rate equals the product of (i) Appraisal Percentage  times (il) Appraised Value.

1

availability

The Pep Boys - Manny. Moe & Jack (“The Borrower”)
Availability Calculation
Beginning Principal Balance
Add prior days advance
Add fees charged today
Less prior day’s pay down
Ending principal balance Pep Boys
Add Letters of Credit Pep Boys
Documentary LC			(T)
Standby LC
Total liability prior to request			(U)
Not to exceed	$	300,000
Excess Availability prior to today’s request (S-U)			(V)
Advance Request			(W)
Excess Availability after today’s request (V·W)

The undersigned represents and warrants that (a) the information set forth above has been prepared in accordance  with the requirements of the Senior Secured, Super-Priority, Debtor-in-Possession Credit Agreement (as amended, modified or supplemented from time to time “the Credit Agreement”) between the Borrowers and Bank of America, N.A., as Administrative  Agent; (b) no Default or Event of Default (as such terms are defined in the Credit Agreement) are presently in existence; and (c) all or a portion of the advance requested hereby will be set aside by the Borrowers to cover 100% of the Borrowers’ obligation for sales tax on account of sales since the most recent borrowing under the Credit Agreement.

Authorized Signer	Lead Borrower:	The Pep Boys - Manny, Moe, & Jack
	By:
	Name:
	Title:

1

Adlusted Availability Calculation (11)
Net Inventory Availability		(A)
Net Credit Card Receivables Availability		(B)
Net Third Party Accounts Receivable Availability		(C)
Availability Reserves, excluding Availability Block		(D)
Adjusted Borrowing Base (A+B+C-D)		(E)
Aggregate Commitment ($300,000,000)	300,000	(F)
Adjusted Availability (lesser of E or F)		(G)
Unpaid Balance of Credit Extensions		(H)
Net Adjusted Availability (G-H)		(I)
Liquidity Event:
Liquidity Event Availability Percentage		(I +G)
Liquidity Event Availability Trigger	17.5%
Liquidity Event (Yes or No)
Accelerated Borrowing Base Delivery Event CABBD Event”):
ABBD Event Availability Percentage		(I +G)
ABBD Event Availability Trigger	17.5%
ABBD Event (Yes or No)
Covenant Compliance Event:
Net Adjusted Availability
Covenant Compliance Event Availability Trigger(> of 17.5% x Adjusted Availability or $50MM)
Covenant Compliance Event (Yes or No)

(1) The adjusted availability calculation excludes the Availability Block in the calculation of Availability for purposes of the Accelerated Borrowing Base Delivery Event, Covenant Compliance Event, and Liquidity Event

Schedule 1.01

Borrowers

The Pep Boys- Manny, Moe & Jack

The Pep Boys Manny Moe & Jack of California Pep

Boys - Manny, Moe & Jack of Delaware, Inc. Pep

Boys- Manny, Moe & Jack of Puerto Rico, Inc.

Schedule 1.02

Guarantors

Carrus Supply Corporation

PBY Corporation

Schedule 1.03

Existing Letters of Credit

Documentary Letters of Credit

LC Ref.#	Amount		Beneficiary	Exp. Date
WIC023530U	$	30,075.30	Primax Wheel Corp.	1/22/2009
WIC023777U	$	353,582.17	Primax Wheel Corp.	4/14/2009
TOTAL:	$	383,657.47

Standby Letters of Credit

LC Ref.#	Amount		Beneficiary	Exp. Date	Renewal Date
P414593	$	11,730,000.00	Travelers Insurance	10/12/2010	10/23/2009
P417609	$	4,525,000.00	ACE USA	6/30/2010	7/19/2009
P516828	$	146,602.50	Board of County Comm. of	3/28/2010	9/25/2009
			Arapahoue County
W420898	$	16,500,000.00	Zurich American Insurance	411/2010	5/16/2009
			Company
WSM224627W	$	13,600,000.00	National Union Fire	12/31/2010	4/1/2009
			Insurance Co.
WSM227266W	$	40,000,000.00	JP Morgan Chase Bank, N.A.	3/4/2010	8/13/2009
TOTAL:	$	86,501,602.50

Schedule 1.2

Commitments and Applicable Percentages

LENDER	COMMITMENT		APPLICABLE PERCENTAGE
Bank of America, N.A.	$	120,000,000.00	40.000000000	%
Wells Fargo Retail Finance, LLC	$	75,000,000.00	25.000000000	%
Regions Bank	$	50,000,000.00	16.666666667	%
PNC Bank, National Association	$	30,000,000.00	10.000000000	%
Capital One Leverage Finance Corp.	$	25,000,000.00	8.333333333	%
TOTAL	$	300,000,000.00	100.000000000	%

Schedule 5.01

Loan Parties Organizational Information

Legal Name of Entity	State of Incorporation	Secretary of State Corporate Number	EIN
The Pep Boys - Manny, Moe & Jack	Pennsylvania	275775	23-0962915
The Pep Boys Manny Moe & Jack of California	California	151601	95-1099890
Pep Boys -Manny, Moe & Jack of Delaware, Inc.	Delaware	2468063	51-0363252
Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc.	Delaware	2445141	51-0363784
Carrus Supply Corporation	Delaware	2455395	51-0363120
PBY Corporation	Delaware	2107694	51-0302812

Schedule 5.05(d)

Internal Control Event

Subsequent to the issuance of the Borrowers’ condensed consolidated financial statements for the quarterly period ended May 5, 2007, the Borrowers determined that certain information presented in the condensed consolidating balance sheet as of May 5, 2007 and the related condensed consolidating statements of operations and cash flows for the thirteen weeks ended May 5, 2007 and April29, 2006 presented in the Borrowers’ supplemental guarantor information note contained errors.  The errors resulted from (i) the failure to correctly record consolidating intercompany journal entries between Pep Boys and the Subsidiary Guarantors (ii) the failure to correctly record certain reclassification entries to intercompany receivables and liabilities and (iii) the failure to consolidate PBY Corporation’s wholly owned subsidiary, The Pep Boys Manny Moe & Jack of California in the Subsidiary Guarantors column.  Borrowers corrected the errors and restated the condensed consolidating balance sheet, as of May 5, 2007, and the related condensed consolidating statements of operations and cash flows for the thirteen weeks ended May 5, 2007 and April29, 2006 included in the supplemental guarantor information note.  The correction of these errors did not affect the Borrowers’ previously reported interim or annual consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity or consolidated statements of cash flows.

With respect to the third quarter of fiscal 2007, Borrowers discovered that the impairment charge related to the store closure portion of its five-year strategic plan should be recorded in the third quarter instead of the fourth quarter as initially concluded.  This resulted in the delayed filing with the SEC of the Borrowers Quarterly Report on Form 10-Q for quarter ended November 3, 2007.

Borrowers have determined that the above-described errors collectively resulted in a material weakness in the financial close and reporting process as of November 3, 2007.

Since that time, Borrowers have continued to implement changes designed to enhance the effectiveness of its financial close and reporting process including (i) hiring staff and providing additional accounting research resources, (ii) improving process documentation and (iii) improving the review process by more senior accounting personnel.  However, as of November 1, 2008, Borrowers believe that their ongoing efforts to hire and train additional staff are not yet complete.  Accordingly, Borrowers cannot provide their constituents with reasonable assurance that the material weakness in the financial close and reporting process has been remediated.  Borrowers have retained experienced accounting consultants, other than Borrowers’ independent registered public accounting firm, with relevant accounting experience, skills and knowledge, to provide advice to Borrowers’ management in connection with the fiscal 2008 financial reporting process.

Schedule 5.06

Litigation

During the fourth quarter of 2006 and the first quarter of 2007, Borrowers were served with four separate lawsuits brought by former associates employed in California, each of which lawsuits purports to be a class action on behalf of all current and former California store associates. One or more of the lawsuits claim that the plaintiff was not paid for (i) overtime, (ii) accrued vacation time, (iii) all time worked (i.e. “off the clock” work) and/or (iv) late or missed meal periods or rest breaks. The plaintiffs also allege that Borrowers violated certain record keeping requirements arising out of the foregoing alleged violations. The lawsuits (i) claim these alleged practices are unfair business practices, (ii) request back pay, restitution, penalties, interest and attorney fees and (iii) request that Borrowers be enjoined from committing further unfair business practices.  Borrowers reached a settlement in principle regarding the accrued vacation time claims, which was preliminarily approved by the court on December 1, 2008.  The remaining purported class action claims have been settled and have received final court approval and are expected to be paid out in the fourth quarter of 2008.

In September 2005, we received an inquiry from the Environmental Protection Agency requesting records regarding our sales of merchandise that use small motors (generators and transportation merchandise). Lead Borrower has a settlement conference with the EPA scheduled for February 3, 2009, at which time Lead Borrower expects to make a settlement proposal to include injunctive relief and the payment of a monetary penalty. As a result of this investigation, in December 2008, Borrowers took precautionary action and removed certain inventory from sale. While Lead Borrower expects this inventory to ultimately be released for sale, all such inventory will be excluded from Eligible Inventory until such time as a settlement agreement is reached with the EPA.  Lead Borrower expects to increase the amount accrued for such matter in the fourth quarter of 2008.

Borrowers are also party to various other actions and claims which have arisen prior to the Closing Date in the normal course of business.

Borrowers believe that amounts accrued for awards or assessments in connection with all such matters are adequate. However, there exists a reasonable possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated.  While Borrowers do not believe that the amount of such excess loss could be material to Borrowers’ financial position, taken as a whole, any such loss could have a Material Adverse Effect on Borrowers’ results of operations, taken as a whole, in the period(s) during which the underlying matters are resolved.

Schedule 5.08(b)(1)

Owned Real Estate

Attached

Schedule 5.08

Unit Code	Unit Name	Unit Address	City	State	Owned/Leased
9	Hunting Park	1050 East Hunting Park Avenue	Philadelphia	PA	OWNED
10	Scranton	Rt 6, Scranton-carbondale Hwy	Scranton	PA	OWNED
14	Stanton	6200 Stanton Avenue	Philadelphia	PA	OWNED
15	Allentown	1901 Macarthur Road	Whitehall	PA	OWNED
16	York	470 Loucks Road	York	PA	OWNED
17	ColonialPark	4949 Jonestown Road	Harrisburg	PA	OWNED
21	Carlisle Pike	6100 Carlisle Pike	Mechanicsburg	PA	OWNED
26	West Chester	711 E. Gay Street	West Chester	PA	OWNED
29	23rd Street	2298 Ritner Street	Philadelphia	PA	OWNED
32	41st Street	4101 Market Street	Philadelphia	PA	OWNED
34	Oxford	101 Lincoln Highway	Fairless Hills	PA	OWNED
37	North Rivers Ave.	6240 N. Rivers Ave.	N. Charleston	sc	OWNED
43	Gordon Ave.	1725 Gordon Highway	Augusta	GA	OWNED
44	Washington Road	2728 Washington Road	Augusta	GA	OWNED
47	Mandarin	9605 San Jose Blvd.	Jacksonville	FL	OWNED
50	Toms River	301 Route 37 East	Toms River	NJ	OWNED
54	Howell	4204 Route 9 South	Howell	NJ	OWNED
55	Hazlet	72 Hazlet Avenue	Hazlet	NJ	OWNED
56	Ocean Township	1608 Highway 35	Ocean	NJ	OWNED
61	Stratford	10 N. White Horse Pike	Stratford	NJ	OWNED
62	Concord Pike	2904 Concord Pike	Talleyville	DE	OWNED
66	Prices Comer	3207 Robert Kirkwood Hgwy.	Wilmington	DE	OWNED
67	Dover	919 N. Dupont Highway	Dover	DE	OWNED
68	Waldorf	3390 Crain Highway	Waldorf	MD	OWNED
71	Langley Park	1804 University Boulevard	West Hyattsville	MD	OWNED
74	Randallstown	8635 Liberty Road	Randalltown	MD	OWNED
75	Route 40	6515 Baltimore NationalHighway	Baltimore	MD	OWNED
79	Towson	1739 E. Joppa Road	Baltimore	MD	OWNED
82	Davis Highway	6340 N. Davis Hwy.	Pensacola	FL	OWNED
83	West Broad	4728 Wistar Road	Richmond	VA	OWNED
85	Denbigh	13200 Warwick Boulevard	Newport News	VA	OWNED
88	Midlothian	6300 Midlothian Turnpike	Richmond	VA	OWNED
90	Woodbridge	1641 Wigglesworth Way	Woodbridge	VA	OWNED
91	Petersburg	3120 South Crater Road	Petersburg	VA	OWNED
93	Macon	1230 Eiseinhower Parkway	Macon	GA	OWNED
94	North Tryan	4837 N. Tryon St.	Charlotte	NC	OWNED
97	Conyers	1132 Northlake Drive	Conyers	GA	OWNED
98	Rock Hill	2514 North Cherry Road	Rock Hill	sc	OWNED
100	Virginia Beach	1116 Lynnhaven Parkway	Virginia Beach	VA	OWNED
101	Buford Highway	4105 Buford Highway	Chamblee	GA	OWNED
103	Norcross	5820 Jimmy Carter Boulevard	Norcross	GA	OWNED
108	Snellville	2207 East Main Street	Snellville	GA	OWNED
112	Riverdale	7000 Clark Howell Highway 85	Riverdale	GA	OWNED
114	Stone Mountain	5848 Memorial Drive	Stone Mountain	GA	OWNED

117	Gretna	1100 Behrman Hwy	Gretna	LA	OWNED
119	Lilburn	3965 Highway #29	Lilburn	GA	OWNED
122	Panama City	821 W. 23Rd Street	Panama City	FL	OWNED
124	West Hillsborough	3933 W. Hillsborough	Tampa	FL	OWNED
127	Gainsville	7725 W. Newberry Rd	Gainsville	FL	OWNED
128	Gamer	1490 Us 70 West	Gamer	NC	OWNED
129	Abercorn Parkway	8702 Abercom Street	Savannah	GA	OWNED
130	Dunn Ave.	1105 Dunn Ave.	Jacksonville	FL	OWNED
134	Broad River Road	1804 Broad River Road	Columbia	sc	OWNED
139	Brandon	1747 W. Brandon Blvd.	Brandon	FL	OWNED
141	Bossier City	2941 East Texas Avenue	Bossier City	LA	OWNED
142	Mobile Hwy	4700 Mobile Hwy	Pennscola	FL	OWNED
146	Old Hickory	15001 Old Hickory Blvd	Nashville	TN	OWNED
147	Slidell	1421 Gause Blvd	Slidell	LA	OWNED
150	Independence Blvd	9415 E. Independence Blvd.	Matthews	NC	OWNED
151	Kingston Pike	106 Market Place Blvd	Knoxville	TN	OWNED
152	Decker Blvd	2455 Decker Blvd	Columbia	sc	OWNED
157	Little Havana	SW 24th Avenue & SW Street Avenue	Miami	FL	OWNED
164	Shreveport	8825 S Jewella Ave	Shreveport	LA	OWNED
175	Willow Grove	1509 Easton Road	Willow Grove	PA	OWNED
180	Etmont	1802 Hempstead Turnpike	Elmont	NY	OWNED
181	Corpus Christi	5106 S. Padre Island Dr	Corpus Christi	TX	OWNED
184	Greenville	2418 Laurens Rd	Greenville	sc	OWNED
185	Airport Highway	831 Montlimar Dr	Mobile	AL	OWNED
190	Seekonk	216 Highland Avenue	Seekonk	MA	OWNED
191	North Little Rock	4228 East Mccain Blvd	N. Little Rock	AR	OWNED
192	West Windsor	3505 Brunswick Pike	West Windsor	NJ	OWNED
194	Lake Worth	4301 Lake Worth Road	Lake Worth	FL	OWNED
198	Bel Air	408 Baltimore Pike	Bel Air	MD	OWNED
202	Springfield	1265 East Battlefield Rd	Springfield	MO	OWNED
203	West Springfield	180 Dagget Drive	West Springfield	MA	OWNED
208	Baton Rouge	LA State Rt. 426 & US Hwy 61	Baton Rouge	LA	OWNED
210	North Hills	4751 Mcknight Road	Pittsburgh	PA	OWNED
212	Lafayette	5639 Johnston St	Lafayette	LA	OWNED
213	Pleasant Hills	320-330 Clairton Blvd., Route 51	Pleasant Hills	PA	OWNED
219	Dedham	570-580 Providence Highway	Dedham	MA	OWNED
222	Orange	143-145 Boston-Post Road	Orange	CT	OWNED
226	Sw 28Th Street	609 29Th Street S.W.	Wyoming	Ml	OWNED
228	Covington Hwy	5380 Covington Highway	Decatur	GA	OWNED
236	Hamilton Road	2830 South Hamilton Rd	Columbus	OH	OWNED
237	Morse Road	1321 Morse Road	Columbus	OH	OWNED
240	Miami Township	8497 Springbord Pike	Dayton	OH	OWNED
257	Springfield	1177 & 1191 Boston Rd	Springfield	MA	OWNED
258	East Tremont Ave	2633 East Tremont Ave.	Bronx	NY	OWNED
259	Florence Mall	832 Heights Blvd	Florence	KY	OWNED
260	Eastgate Mall	4436 Gleneste-Withamvl Road	Cincinnati	OH	OWNED

263	Boardman	215 Boardman Poland Rd	Boardman	OH	OWNED
269	Trolwood	5221 Salem Pike	Trolwood	OH	OWNED
276	Alpine	3737 Alpine Avenue	Comstock Park	Ml	OWNED
277	Waterbury	699 Wilcott Street	Waterbury	CT	OWNED
286	Farmington	28210 West 8 Mile Road	Farmington Hills	Ml	OWNED
288	Western Hills	5495 Glenway Avenue	Cinncinati	OH	OWNED
289	Portage	5630 S. Westnedge Ave	Kalamazoo	Ml	OWNED
292	Coral Springs	2100 Unviersity Drive	CoralSprings	FL	OWNED
337	Washington St.	7201 E. Washington Street	Indianapolis	IN	OWNED
338	Lafayette	4540 N. Lafayette Rd.,Suite A	Indianapolis	IN	OWNED
348	Bayshore	1321 Sunrise Highway	Bayshore	NY	OWNED
372	Cranberry	20229 Route 19	Cranberry	PA	OWNED
376	Plantation	12251 West Sunrise Blvd.	Plantation	FL	OWNED
378	Landover Hills	6825 Annapolis Road	Landover Hills	MD	OWNED
383	Duluth	4055 Pleasant Hill Road	Duluth	GA	OWNED
386	Lawrenceville	585 W. Pike Street	Lawrenceville	GA	OWNED
391	East Virginia Beach	321 Hutton Lane	Virginia Beach	VA	OWNED
406	East Evans	7205 East Evans Avenue	Denver	co	OWNED
414	Salem	230 Highland Avenue	Salem	MA	OWNED
421	West Hartford	1006 New Britain Avenue	West Hartford	CT	OWNED
426	Sterling Heights	39755 Vandyke	Sterling Heights	Ml	OWNED
428	Kettering	3022 Wilmington Pike	Kettering	OH	OWNED
430	Bertin	260 Route 73 North	Bertin	NJ	OWNED
436	Queens Village	208-222 Jamaica Avenue	Queens	NY	OWNED
444	Irondequoit	711 East Ridge Road	Rochester	NY	OWNED
446	Parsippany	1440 East Route 46	Parsippany	NJ	OWNED
504	Coon Rapids	3325 124Th Ave. Nw	Coon Rapids	MN	OWNED
514	Homewood	18024 South Halsted Street	Homewood	IL	OWNED
551	Salisbury	1628 North Salisbury Blvd	Salisbury	MD	OWNED
578	Bremerton	1600 NE Fumeys Lane	Bremerton	WA	OWNED
604	Hollywood	6125 Hollywood Blvd.	Hollywood	CA	OWNED
607	Pasadena	1135 East Colorado Blvd.	Pasadena	CA	OWNED
609	Santa Ana	120 East 1St Street	Santa Ana	CA	OWNED
612	Washington	1200 West Washington Blvd.	Los Angeles	CA	OWNED
614	Pico	10644 West Pico Blvd.	Los Angeles	CA	OWNED
616	Pomona	336 East Holt Avenue	Pomona	CA	OWNED
618	Burbank	254 West Olive	Burbank	CA	OWNED
619	Simi Valley	660 West Los Angeles Suite A	Simi Valley	CA	OWNED
622	Bakersfield	2411 F Street	Bakersfield	CA	OWNED
624	Fresno	716 Broadway	Fresno	CA	OWNED
626	Oracle	3783 North Oracle Road	Tuscon	AZ	OWNED
630	Inglewood	200 East Spruce Avenue	Inglewood	CA	OWNED
633	BellRoad	2754 East Bell Road	Phoenix	AZ	OWNED
634	Modesto	1340 Mchenry Avenue	Modesto	CA	OWNED
635	San Fernando	1231 San Fernando Road	San Fernando	CA	OWNED
636	Pep Boys	10227 Lakewood Blvd.	Downey	CA	OWNED

639	Blackstone	3655 North Blackstone	Fresno	CA	OWNED
643	Indian School Rd	6666 West Indian School Rd.	Phoenix	AZ	OWNED
645	Tucson	1300 South 6Th Avenue	Tucson	AZ	OWNED
647	67th Street	6714 ElCajon Blvd.	San Diego	CA	OWNED
650	Oxnard	939 South Oxnard	Oxnard	CA	OWNED
652	Atlantic	256 South Atlantic	Los Angeles	CA	OWNED
653	Westminster	15221 Beach Blvd.	Westminster	CA	OWNED
656	Torrance	3124 Sepulveda Boulevard	Torrance	CA	OWNED
660	Costa Mesa	2946 Bristol Street	Costa Mesa	CA	OWNED
668	Clovis	693 West Shaw Avenue	Clovis	CA	OWNED
669	Country Club	1233 South Country Club Dr.	Mesa	AZ	OWNED
670	Decatur	506 South Decatur	Las Vegas	NV	OWNED
674	Yuma	155 East 32Nd Street	Yuma	AZ	OWNED
677	Stockdale Town Center	4605 Planz Road	Bakersfield	CA	OWNED
683	North Las Vegas	2030 Las Vegas Blvd.	North Las Vegas	NV	OWNED
684	Scottsdale	2524 Scottsdale Road	South Scottsdale	AZ	OWNED
687	Flagstaff	1919 North 4Th Street	Flagstaff	AZ	OWNED
688	Sahara	637 E. Sahara Ave.	Las Vegas	NV	OWNED
689	Sierra Vista	1255 East Fry Boulevard	Sierra Vista	AZ	OWNED
690	Magnolia	10831 Magnolia Ave.	Riverside	CA	OWNED
695	Juan Tabo	1308 Juan Tabo North East	Albuquerque	NM	OWNED
697	Central	4523 Central Avenue	N.W. Albuquerque	NM	OWNED
699	Mesa	2900 North Mesa	El Paso	TX	OWNED
700	Las Cruces	1203 East Lohman Avenue	Las Cruces	NM	OWNED
703	Garland	2002 North West Highway	Garland	TX	OWNED
704	Plano	928 Spring Creek Parkway	Plano	TX	OWNED
705	Irving	1950 BeiUina Road	Irving	TX	OWNED
708	Reno	5000 Smithridge Drive	Reno	NV	OWNED
709	Sparks	300 East Prater Way	Sparks	NV	OWNED
711	West Lane	4987 West Lane	Stockton	CA	OWNED
712	Rancho Cordova	10899 Folsom Boulevard	Rancho Cordova	CA	OWNED
713	Walzem	5616Waslem	San Antonio	TX	OWNED
714	Sacramento	5895 47Th & Stockton Blvd.	Sacramento	CA	OWNED
715	Cooper	2710 South Cooper	Arlington	TX	OWNED
716	Camp Wisdom	4010 Camp Wisdom Road	Dallas	TX	OWNED
719	Citrus Heights	5135 Auburn Blvd.	Sacramento	CA	OWNED
721	Carrollton	1455 West Trinity Mills	Carrollton	TX	OWNED
722	Camp Bowie	7208 Highway 80 West	Fort Worth	TX	OWNED
723	Arden Way	2500 Arden Way	Sacramento	CA	OWNED
725	Arlington	1212 No. Collins St.	Arlington	TX	OWNED
726	Buckner	1710 Buckner Blvd. So.	Dallas	TX	OWNED
727	Lake Worth	6500 Lake Worth Blvd.	Lake Worth	TX	OWNED
728	Ina Road	4275 W. Ina Roed	Tucson	AZ	OWNED
729	Mccart	6725 Mccart Ave.	Fort Worth	TX	OWNED
730	Montclair	5150 Arrow Highway	Montclair	CA	OWNED
731	North Richland Hills	6755 North East Loop 820	N. Richland Hills	TX	OWNED

734	San Pedro	6200 San Pedro Avenue	San Antonio	TX	OWNED
735	Chandler	400 S. Arizona Ave.	Chandler	AZ	OWNED
736	Bedford	3305 Harwood Road	Bedford	TX	OWNED
737	Marbach	8103 Marbach Road	San Antonio	TX	OWNED
738	East Main	7715 E. Main St.	Mesa	AZ	OWNED
743	Niles	4014 E. Niles	Bakersfield	CA	OWNED
744	Leon Valley	7680 Bandera Rd.	San Antonio	TX	OWNED
745	Westmoreland	3120 Fortworth Ave.	Dallas	TX	OWNED
746	WWWhite	1956 S. W.W. White	San Antonio	TX	OWNED
748	Peoria	7440 W. Peoria Ave.	Peoria	AZ	OWNED
749	Austin	8917 Research Blvd.	Austin	TX	OWNED
750	Ave Of Americas	200 S.Ave Of Americas	El Paso	TX	OWNED
753	Sierra Plaza	7465 N. Mesa	EIPaso	TX	OWNED
754	South Walker	7600 S. Walker	Oklahoma	OK	OWNED
755	Midwest City	6700 E. Reno Ave.	Midwest City	OK	OWNED
757	Van Buren	2502 W. Van Buren	Phoenix	AZ	OWNED
760	Harlingen	2321 W. Expressway 83	Hanigan	TX	OWNED
761	Forest Lane	2g92 Forest Lane	Dallas	TX	OWNED
763	Bellflower	8533 Artesia Blvd.	Bellflower	CA	OWNED
765	Desoto	1550 N. Beckley	Lancaster	TX	OWNED
766	Brownsville	2336 Boca Chica Blvd.	Brownsville	TX	OWNED
767	Weslaco	1501 N. Texas Blvd.	Weslaco	TX	OWNED
768	Mcallen	609 S. 10Th	Mcallen	TX	OWNED
769	Kolb	7227 E. 22Nd St.	Tucson	AZ	OWNED
772	Palmdale	3054 E. Palmdale Blvd.	Palmdale	CA	OWNED
773	Hesperia	15659 Main St.	Hesperia	CA	OWNED
784	Riverdale	4240 S. Riverdale Road	Riverdale	UT	OWNED
785	West Valley	2040 West 3500 South St.	West Valley	UT	OWNED
787	Tyler	3616 S. Broadway	Tyler	TX	OWNED
788	Abilene	2473 S. Danville	Abilene	TX	OWNED
791	Memorial	6714 South Memorial	Tulsa	OK	OWNED
795	Nogales		Nogales	AZ	OWNED
796	East Central	5600 Central Ave.	Albuquerque	NM	OWNED
816	Union City	30085 Industrial Pkwy. SW	Union City	CA	OWNED
818	Naperville	2936 West Ogden Avenue	Naperville	IL	OWNED
822	Bedford Park	7030 South Cicero Avenue	Bedford Park	IL	OWNED
824	Kellogg	9045 East Kellogg	WicMa	KS	OWNED
826	Melrose Park	2600 North Avenue	Melrose Park	IL	OWNED
830	Portsmouth	1 Durgin Lane	Portsmouth	NH	OWNED
831	Hodgkins	6247 LaGrange Rd.	Hodgkins	IL	OWNED
835	Matteson	21610 Cicero Ave.	Matteson	IL	OWNED
837	Broadview	900 Broadview Village Square	Broadview	IL	OWNED
843	Lombard	851 East Roosevelt Road	Lombard	IL	OWNED
845	Kellogg West	546 South West St	Wichita	KS	OWNED
847	San Leandro	14845 East 14th Street	San Leandro	CA	OWNED
849	Manchester	875 South Willow Street	Manchseter	NH	OWNED

851	Harbor City	1315 Pacific Coast Highway	Harbor City	CA	OWNED
856	Elston	2604 N. Elston Ave	Elston	IL	OWNED
862	Rohnert Park	4805 Redwood Dr	Rohnert Park	CA	OWNED
868	Rancho Drive	4141NorthRancho Drive	Las Vegas	NV	OWNED
869	Henderson	408 South Boulder Highway	Henderson	NV	OWNED
919	Bayamon	Carretera Estatal #167 Int. Calle Los Milliones	Bayamon	PR	OWNED
		#861
923	South Ponce	Carretera #2 Km 26.2	Bypass Ponce	PR	OWNED
926	Allamira	Route 17 Pinero Road 20 Martinez Nadel Altamira	Guaynabo	PR	OWNED
928	Santurce	Marginal Baldorioty De Castro, Benitez Castano	Santurce	PR	OWNED
		202
929	S. Mayaguez	Avenida Hostos #990	S. Mayagues	PR	OWNED
931	San Sebastien	Carretera 111 Km 17.9	San Sebastian	PR	OWNED
960	Upland	304 East Foothill Boulevard	Upland	CA	OWNED
968	Pleasant Hill	520 Contra Costa Blvd.	Pleasant Hill	CA	OWNED
990	61st And Western	5959 South Western Avanue	Chicago	IL	OWNED
5085	LA Office	1122 W. Washington Blvd.	Los Angales	CA	OWNED
5081	SSC-Philadelphia	3111 W. Allegheny Ave.	Philadelphia	PA	OWNED
6115	Mesquite Warehouse	1130 E. Kearney Street	Mesquite	TX	OWNED
6117	Atlanta Warehouse	55 Liberty Industrial Parkway	McDonough	GA	OWNED
6121	Indy Warehouse	807 Perry Road	Plainfield	IN	OWNED
6129	Chester DC	23 Elizabeth Drive	Chester	NY	OWNED

Encumbered Property List

Store	Name	Address	State	Term Loan Allocated Amount
635	San Fernando	1231 San Fernando Rd, San Fernando, CA 91340	CA	$	3,750,035
658	Torrance	3124 Sepulveda Blvd, Torrance, CA 90505	CA	$	2,452,764
690	Magnolia	10831 Magnolia Ave, Riverside, CA 92505	CA	$	2,862,084
50	Toms River	301 Rte 37 E, Toms River, NJ 8753	NJ	$	3,600,000
100	Virginia Beach	1116 Lynnhaven Pkwy, Virginia Bch, VA 23452	VA	$	3,505,472
754	South Walker	7600 S Walker St, Oklahoma City, OK 73139	OK	$	2,500,000
175	Willow Grove	1509 Easton Rd, Willow Grove, PA 19090	PA	$	4,132,974
633	Bell Road	2754 E Bell Rd, Phoenix, AZ 85032	AZ	$	3,449,622
923	South Ponce	Carr#2 Km 26 2, Ponce Bypass, PR 732	PR	$	5,621,099
91	Petersburg	3120 S Crater Rd, Petersburg, VA 23805	VA	$	3,100,000
551	Salisbury	1628 N Salisbury Blvd, Salisbury, MD 21801	MD	3,208,762
816	Union City	300851 Industrial Pky S W, Union City, CA 94587	CA	$	4,373,957
129	Abercorn Parkway	8702 Abercom St, Savannah, GA 31406	GA	$	3,912,029
141	Bossier City	2941 E Texas Ave, Bossier City, LA 71111	LA	$	2,320,754
626	Oracle	3783 N Oracle Rd, Tucson, AZ 85705	AZ	$	2,752,584
791	Memorial	6714 S Memorial Dr, Tulsa, OK 74133	OK	$	2,534,157
674	Yuma	155 E 32Nd St, Yuma, AZ 85364	AZ	$	4,669,886
772	Palmdale	3054 E Palmdale Blvd, Palmdale, CA 93550	CA	$	3,479,628
117	Gretna	1100 Behrrnan Hwy, Gretna, LA 70056	LA	$	2,250,000
669	Country Club	1233 S Country Club Dr, Mesa, AZ 85210	AZ	$	3,335,687
769	Kolb	7227 E 22Nd St, Tucson, AZ 85710	AZ	$	2,809,491
695	Juan Tabo	1308 Juan Tabo N E, Albuquerque, NM 87112	NM	$	2,370,000
743	Niles	4014 E Niles St, Bakersfield, CA 93306	CA	$	2,483,740
75	Route 40	6515 Baltimore National P, Baltimore, MD 21228	MO	$	3,200,000
79	Towson	1739-41 E Joppa Rd, Baltimore, MD 21234	MD	$	1,780,000
259	Florence Mall	832 Heights Blvd, Florence, KY 41042	KY	$	3,719,385
181	Corpus Christi	5106 S Padre Island Dr, Corpus Christi, TX 78411	TX	$	3,295,391
715	Cooper	2710 S Cooper St, Arlington, TX 76015	TX	$	3,033,529
731	North Richland Hills	6755 Ne Loop, N Richland Hills, TX 76180	TX	$	2,390,106
240	Miami Township	8499 Spnngboro Pike, Miamisburg, OH 45342	OH	$	2,019,853
753	Sierra Plaza	7465 N Mesa St, El Paso, TX 79912	TX	$	3,154,045
767	Weslaco	1313 N Texas Blvd, Weslaco, TX 78596	TX	$	3,012,264
869	Henderson	408 S Boulder Hwy, Henderson, NV 89015	NV	$	2,338,356
730	Montclair	5150 Arrow Hwy, Montclair, CA 91763	CA	$	2,529,049
763	Bellflower	8533 Artesia Blvd, Bellflower, CA 90706	CA	$	4,380,000
773	Hesperia	15659 Main St, Hesperia, CA 92345	CA	$	3,879,688
147	Slidell	1421 Gause Blvd, Slidell, LA 70458	LA	$	4,222,645
54	Howell	4204 Rte 9 5, Howell, NJ 7731	NJ	$	4,581,760
56	Ocean Township	1608 Hwy 35, Ocean, NJ 7712	NJ	$	3,448,814
26	West Chester	711 E Gay St, W Chester, PA 19380	PA	$	2,258,906
192	West Windsor	3505 Brunswick Pike, W Windsor, NJ 8540	NJ	$	3,339,764
643	Indian School Rd	6858 W Indian School Rd, Phoenix, AZ 85033	AZ	$	3,001,199
210	North Hills	4571 Mcknight Rd, Pittsburgh, PA 15237	PA	$	4,273,520
372	Cranberry	20229 Rt 19, Cranberry, PA 16066	PA	$	3,050,000
190	Seekonk	216 Highland Ave, Seekonk, MA 2771	MA	$	5,100,000
728	Ina Road	4275 W Ina Rd, Tucson, AZ 85741	AZ	$	2,673,408
795	Nogales	470 N Grand Ave, Nogales, AZ 85621	AZ	$	3,224,458
90	Woodbridge	1641 Wigglesworth Way, Woodbridge, VA 22191	VA	$	4,295,244
263	Boardman	215 Boardman Poland Rd, Boardman, OH 44512	OH	$	2,431,879
856	Elston	2604 N Elston Ave, Chicago, IL 60647	IL	$	5,900,000
704	Plano	928 W Spring Creek Pkwy, Plano, TX 75023	TX	$	3,116,672
34	Oxford Valley	101 Lincoln Hwy, Fairless Hills, PA 19030	PA	$	5,184,549
711	West lane	4967 West Ln, Stockton, CA 95210	CA	$	3,258,261
721	Carrollton	1455 W Trinity Mills Rd, Carrollton, TX 75006	TX	$	2,058,954
164	Shreveport	8825 S Jewella Ave, Shreveport, LA 71108	LA	$	2,097,895
203	West Springfield	180 Daggett Dr, W Springfield, MA 1089	MA	$	2,259,664
824	Kellogg	9045 E Kellogg, Wichita, KS 67207	KS	$	2,880,000
660	Costa Mesa	2946 S Bristol St, Costa Mesa, CA 92626	CA	$	4,548,183
9	Hunting Park	1050 E Hunting Pk Ave, Philadelphia, PA 19124	PA	$	3,362,981
607	Pasadena	1135 E Colorado Blvd, Pasadena, CA 91106	CA	$	3,736,985

652	Atlantic	256 S Atlantic Blvd, Los Angeles, CA 90022	CA	$	3,807,748
604	Hollywood	6125 Hollywood Blvd, Hollywood, CA 90028	CA	$	3,961,046
614	Pico	10644 W Pica Blvd, Los Angeles, CA 90064	CA	$	4,840,000
636	Downey	10231 Lakewood Blvd. Downey, CA 90241	CA	$	3,088,314
44	Washington Road	2728 Washington Rd, Augusta, GA 30909	GA	$	2,175,273
822	Bedford Park	7030 S Cicero Ave, Bedford Pk, IL 60638	IL	$	2,549,217
725	Arlington	1212 N Collins St, Arlington, TX 76011	TX	$	2,469,899
277	Waterbury	699 Wolcott St. Waterbury, CT 6705	CT	$	2,920,000
688	Sahara	637 E Sahara Ave, Las Vegas, NV 89104	NV	$	2,532,830
618	Burbank	254 W Olive St. Burbank, CA 91502	CA	$	4,844,362
630	Inglewood	200 E Spruce Ave, Inglewood, CA 90301	CA	$	2,210,400
32	41st Street	4101-19 Market St, Philadelphia, PA 19104	PA	$	2,457,183
928	Santurce	Ave Marginal Baldorioty D, Santurce, PR 910	PR	$	2,009,219
714	Sacramento	5895 47Th Ave, Sacramento, CA 95823	CA	$	2,842,092
647	67th Street	6714 El Cajon Blvd, San Diego, CA 92115	CA	$	2,000,185
787	Tyler	3616 S Broadway, Tyler, TX 75701	TX	$	2,520,221
788	Abilene	2473 S Danville St, Abilene, TX 79605	TX	$	2,100,000
108	Snellville	2207 E Main St, Snellville, GA 30078	GA	$	2,241,737
383	Duluth	4055 Pleasant Hill Rd, Duluth, GA 30096	GA	$	2,112,308
74	Randallstown	8635 Liberty Rd, Randallstown, MD 21133	MD	$	1,916,118
94	North Tryon	4837 N Tryon St, Charlotte, NC 28213	NC	$	2,200,000
288	Western Hills	5495 Glenway Ave, Cincinnati, OH 45238	OH	$	2,164,440
134	Broad River Road	1804 Broad River Rd, Columbia, SC 29210	SC	$	2,136,359
236	Hamilton Road	2830 S Hamilton Rd, Columbus, OH 43232	OH	$	1,916,722
716	Camp Wisdom	4010 W Camp Wisdom Rd, Dallas, TX 75237	TX	$	2,248,849
726	Buckner	1710 Buckner Blvd 5, Dallas, TX 75217	TX	$	2,018,032
729	Mccart	6725 Mccart St, Fort Worth, TX 76133	TX	$	1.978,637
286	Farmington	28210 W 8 Mile Rd, Farmington Hills, M148336	MI	$	2,248,861
426	Sterling Heights	39755 Vandyke Ave, Sterling Hp, M146313	MI	$	1,860,378
624	Fresno	716 Broadway, Fresno, CA 93721	CA	$	1,780,000
276	Alpine	3737 Alpine Ave, Alpine Township, MI 49321	Mi	$	1,985,706
289	Portage	5630 S Westnedge Ave, Kalamazoo Portage, MI 49002	Mi	$	2,800,000
504	Coon Rapids	3325 124Th Av N-W., Coon Rapids, MN 55433	MN	$	3,800,000
684	Scottsdale	2524 N Scottsdale Rd, Scottsdale, AZ 85257	AZ	$	2,322,771
708	Reno	5000 Smithridge Dr, Reno, NV 89502	NV	$	3,400,000
709	Sparks	300 E Prater Way, Sparks, NV 89431	NV	$	2,600,000
723	Arden Way	2500 Arden Way, Sacramento, CA 95825	CA	$	2,479,448
713	Walzem	5616 Walzern, San Antonio, TX 78218	TX	$	1,841,703
257	Springfield	1177 Boston Rd. Springfield, MA 1119	MA	$	2,549,975
689	Sierra Vista	1255 E Fry Blvd, Sierra Vista, AZ 85635	AZ	$	1,780,000
10	Scranton	1113 Us-6, Scranton, PA 18505	PA	$	1,904,651
				$	302,126,816

Schedule 5.08(b)(2)

Leased Real Estate

Attatched

Schedule 5.()1Ubl!2l

Unit Code	Unit Name	Unit Address	City	State	Lendlord	Owned/Leased
	Montgomeryv le	901N. Wales Roed	NorthWalea	PA	Howard Sands	LEASED
					CPPB 2 PA, LP
					545 South Figueroa St.
					Ste. 614
					Loa Angeles CA 90071
					Tel:
					Fax:213-348-9878
					Cell:
					Email:
					Web:
	Brookhaven	3700 Edgemont Avenue	Brookhaven	PA	Thomas C. PIHion, Jr.	LEASED
					Herbert Venus & Company
					Executive Vice President
					7300 City Uno Avenue
					PhDadelphia PA 19151
					Tel:215-587·7300
					Fax:215-587-D955
					Cell:
					Email:
					Web:
	Route 70	6808 Davis Circle	Raleigh	NC	Lawrance W. Harris, Jr.	LEASED
					Hems Whoiasale, Inc.
					P.O.Box 1190 (zip 276021 or 1350CapRalBlvd.
					Raleigh NC 27609
	Buslleton	7424 Bustleton Avenue	PhDadelphla	PA	BusUeton Partners	LEASED
					Tenant Coda #612-002
					c/o Kimco Realty Corporation
					333 New Hyde Park Road
					P.O.Box 5020
					New Hyde Park NY 11042.()()20
					Tal:518-686-9000
					Fax:
					Cell:
					Email:
					Web:
12	Aramlngo	2491 Aramlngo Ava.	Phlledalphle	PA	Attn: Brenda  J. Walker	LEASED
					Port Richmond LLC 1
					44 South Baylee Avenue
					Port Washington NY 11050
					Tel:
					Fax:
					Cell:
					Email:
					Web:
13	Macdade	20 N Macdade Blvd.	Glenolden	PA	Bruce A. Goodman	LEASED
					Glenolden Realty Partners, L.P.
					c/o Goodman Properties
					636 Old York Road
					2nd Floor
					Jenkintown PA 19046
					Tel: 215-588-8383
					Fax:215-586-4789
					Cell:
					Emall-:www.goodmanpropertles.org
					Web:
18	Quakertown	222 South Westood Boulevard	Quakertown	PA	NationalRetailPropertlea Trust	LEASED
					Attn: Vice President · Asset Management
					450 South Orange Avo.
					Sta.900
					Ortando FL 32801
					Tal: 321-120-2134
					Fax:
					Call:
					Email:
					Web:
19	East Norriton	55 WealGenmentown Pike	Norristown	PA	Waj..Mart Stores, Inc.	LEASED
					Attn: AsselManagement
					2001S.E. 10th Street
					Banlonvilla AR 72712-6489

					Tel:
					Fax:
					Cell:
					Email:
					Web:
20	Red Lion	9880 E.RooseveR Blvd	Philadelphia	PA	RL Shopping Center Limited Partnership	LEASED
					c/o Onyx Management Group, LLC
					900 Route 9 North
					Suite 301
					Woodbridge NJ 07095
					Tel:732-28!HJ001
					Fax:
					Cell:
					Email:
					Web:
23	lancaster	2080 Lincoln Highway	Lancaster	PA	Lampeter Joint Venture/Sasser-Kaufman	LEASED
					335 Central Avenue
					Lawrence NY 11559
25	Reading	3401 Plaza Drive, Muhlenberg	Reading	PA	NNN Acquls lons, Inc.	LEASED
		Plaza			Attn: VICS Presk:lant-Asset Management
					450 South Orange Ave.
					Stu. 900
					Orlando FL 32801
					Tel:
					Fax:321-120.2134
					Cell:
					Email:
					Web:
31	Fredrlcksburg	2384 Plank Rd	Fmdrlcksburg	VA	Ms. Ms. Cosner	LEASED
					Cosner Management, LLC
					4934 Lansdowne Road
					Fredarlcksburg VA 22408
					Tel:54Q.089-2411
					Fax:540-089-1860
					Ceii:54Q.084-1932
					Email:
					Web:
33	Street Road	1748 Street Road	Ccmwells Heights	PA	National Retau Properties, LP	LEASED
					AHn: Vice President - Asset Management
					450 South Orange Avo.
					Ste. 900
					Orlando 32601
					Tel: 321-120.2134
					Fax:
					Cell:
					Email:
					Web:
38	Savannah Hwy	1550 Savannsh Highway	Charteston	SC	Guy C.Tarrant	LEASED
					The Tarrant Company
					151Meeting Street #325
					Charleston SC 29402
39	Brainerd	5845 Brainerd Road	Chattancoga	TN	Jeanette Parrish	LEASED
					East Ridge Development Company, a Tennessee
					c/o O&boma Enterprises Osborne Office Center
					Chattanooga TN 37411
40	Edgewater Pork	2176 Route130 South	Edgewater Park	NJ	Malcolm Bium	LEASED
					ArielRealty, LLC
					1UnlversllyPlz.
					Ste. 200
					Hackensack NJ 07801
					Tel: 201-146-QO8O
					Fax: 201-148-5505
					Cell:
					Email:
					Web:
41	Pleasantvville	1020 Tllon Road	PleasantVille	NJ	SJS-Tilton Times Plaza, L.P.	LEASED
					c/o SJS Really Management Inc.
					1110 Wynwood Avo.
					Cherry HIR NJ 08002
					Tot: 858-848-1044
					Fax: 856-648-4313
					Cell:
					Email:
					Web:

42	Hixson	5248 Hwy. 153	Chatl1lnooga	TN	lanSStuM	LEASED
					Chao Chao Realty Partners, LLC
					c/o Torrey Realty Partners, Inc.
					12520 High Bluff Drive
					Suite 285
					San Diego CA 82130
					Tel:858-879-8370
					Fax:858-871783
					Cell:858-86Q.2090
					Email:lstuart@torreyrealty.com
					Web:
48	Albemarle Rd	6851 Albemarta Road	Charlotte	NC	Allantlc Acceptance Corporation	LEASED
					355 John Gall Way
					Ste.203
					Concord NC 28027
					Tel:
					Fax:
					Cell:
					Email:
					Web:
48	Marlton	781W. Route 70	Martton	NJ	Na onalRetail Prop< rtles, LP	LEASED
					Attn: Vice PresidentAsset Management
					450 South Oranga Ave.
					Ste.900
					Orlando 32801
					Tel: 321·120-2134
					Fax:
					Cell:
					Email:
					Web:
49	GaUalln Pike	1577 Gallatin Pike	Madison	TN	EmanuelSchaHen	LEASED
					Rtvergate Festival Joint Venture
					c/o Schatten Properties
					1617 Hayes Street
					NashvHie TN 37203
52	Vineland	323 Landis Avenue	Vineland	NJ	Vineland Construction Company	LEASED
					71 W. Park Avenue
					Vineland NJ 08360
					Tel: 856-679-4503
					Fax: 656-67 721
					Cell:
					Email:
					Web:
53	Woodbury	137 S. Broad St.	Woodbury	NJ	Z&ZReallyLLC	LEASED
					4Q.18149th Pl.
					FlushingNY11354
					Tel: 718-835-3800
					Fax:
					Cell:
					Email:
					Web:
	Tumorsvule	1105 Black Horse Pike	Tumorsvule	NJ	NationalRetaU Properties, LP	LEASED
					AHn: Vice PresidentAsset Management
					450 South Orange Ave.
					Ste.800
					Orlando 32801
					Tel:321-12().2134
					Fax:
					Cell:
					Email:
					Web:
59	Cherry HID	314 Haddonfield Rd.	Cherry HOI	NJ	Javilda Realty Inc.	LEASED
					40.16149th Pl.
					Flushing NY 11354
					Tel:716·635-3800
					Fax:
					Cell:
					Email:
					Web:
63	NewCastle	1400 N Dupont Highway	Wilmington Menor	DE	Vtto A. Matasslno	LEASED

					Conllnenta\8\ocl< Co.
					14168 Reer N.DuPont Highway
					New Castle DL 19720
					Tel: 302-232-2333
					Fax: 302-232-2334
64	Newall<	121 College Square	Newark	DE	Cheryl Hurtt	LEASED
					Fusco Properties, L.P.
					P.O.Box665
					New Castle DE 19720
					Tel: 302-232-6251
					Fax: 302-232-6332
65	Fradar1ck	1120 W. Palrlcl< Street	Frederick	MD	Cole P8 Portfolio I, LP	LEASED
					2555 E.Camelback Road
					Sue400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
69	Roule-1 North	3720 CapitolBlvd.	Raleigh	NC	Edith H Upchurch	LEASED
					4224 Optimist FarmRoad
					Apex NC 27502
70	Merritt	1503 Marrin Boulevard Blvd.	Balltmore	MD	Marrin Boulevard Property Partnership	LEASED
					c/o Donald H. Ready
					217 Cedsrcroft Road
					Baltimore MD 21212
					Tal: 410-043-0766
					Fax: 410-043-0662
72	Laurel	13344 LaurelBowie Road	Laurel	MD	Albert Tumor	LEASED
					Town Center Associates
					c/o CsrroUton Enterprises
					11700 Beltville, Drive, P.O. Box 826
					Beltville, MD 20705
					Tel:301-157-7800
73	Marlow Heights	4500 Sl. Barnabas Road	Marlow Heights	MD	Toys “R” Us, Inc.	LEASED
					AHn: VP - Raa\ Eslala,Design & Conslruclion
					One Geoffrey Way
					Wayne NJ 07470-2030
					Tel:
					Fax:
					Cell:
					Email:
					Web:
77	GlenBumle	7311Gov.Rllchla Highway	GlenBumla	MD	Dan Evangelista	LEASED
					c/o Varnado Realty Trust
					210 Route 4 Eesl
					Paramus NJ 07652
					Tel: 201-158-1000
					Fax:201-158-0600
80	FeyeHev\1\e	1924 Skibo Rd.	Fayeneville	NC	J&J Realty LLC	LEASED
					40-161491h Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
87	Annandale	7121 Lillie River Tpke.	Annandale	VA	NNN Acquis\1\ona, Inc.	LEASED
					AHn: Vice President-Asset Management
					450 South Orange Ave.
					Sla. 900
					Orlando FL 32801
					Tel:
					Fax:321-120-2134
					Cell:
					Email:
					Web:
89	Wh eMarsh	9909 Pulaski Highway	WhRemarsh	MD	DDRTC CP, LLC	LEASED
					c/o Developers Dlverslfled Really Corporation
					Attn: ExecuUve Vice President
					3300 Enterprise Perkway
					Beachwood OH 44122

					Tel:
					Fax:
					CoD:
					Email:
					Web:
92	South CsrroRon	3505 S. CarmHton Ave	NawOrfeans	LA	Thomas J. Bauer	LEASED
					Bauar & Company, Inc,
					400 St. Joseph Sln!ot
					New Orisons LA 70130
95	Canton	3168 Canton Road,N.E.	Marietta	GA	C &CRoaltyLLC	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel:718-835-3900
					Fax:
					Coli:
					Email:
					Web:
95	Canton	3168 Canton Road, N.E.	Marietta	GA	Lob-Volley Corp.	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Celt:
					Email:
					Wab:
99	District Helghls	6333 Marlboro Pike	Forestvllte	MD	Saul Subsidiary I	LEASED
					cJo Franklin Property Company
					6401 Connecticut Ave.
					Chevy Chase MD 20815
102	Nine Mile Road	4507 Nine Milo Rd.	Richmond	VA	N &N ReollyLLC	LEASED
					4().16149th Pl.
					FlushingNY 11354
					Tel: 718-835-3900
					Fax:
					CaD:
					Email:
					Wob:
104	Unloo Clly	5000 Jonesboro Road	UnlonCIIy	GA	Len LLC	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
105	Gastonia	3028 Franklin Blvd.	Gastonia	NC	Gino Tracanna	LEASED
					Bradley Operallng LlmHad Partnership
					131 DortmouthStroot
					Boslon MA02116-5134
					Tel:617-724·2200
					Fax:617-728-0885
					CoU:
					Email:gtracanna@herilagerealty.com
					Web:
108	Marlette	1531 Cobb Parkway	Morlotta	GA	Natlooal Retail Proportioa, LP	LEASED
					Attn: VIce President .. Asset Management
					450 South Orange Avo.
					Slo.900
					Orlando 32801
					Tel: 321·12().2134
					Fax:
					Call:
					Email:
					Web:
109	Athens	3702 Allonta Highway	Athens	GA	cJo CSL & Associates Properties, Inc.	LEASED
					2030 Hamilton Place Boulevard, Suite 500
					Chattanooga TN 37421-!1000
					Tot:615-585.()001
110	Forest Park	4853 Jonesboro Road	Forest Park	GA	Philip Sunshine	LEASED

					Buford-ClairmontCompany,Ltd.
					4100 Shirley Drive S.W.
					Atlanta GA 30338
111	Norfolk	1230 N. MUKary Highway	Norfolk	VA	Gary B.Ruffner	LEASED
					Goodman Segar Hogan, Inc.
					Work:l Trade Center
					Norfolk VA 23510
111	Norfolk	1230 N. MuKary Highway	Norfolk	VA	HerbeG.Kaufman	LEASED
					National Development, LLC
					22512 Gateway Center Drive
					Clarksburg MD 20871
					Tel: 301-194-3244
					Fax: 301-125-9454
111	Norfolk	1230 N. MIRIBIY Highway	Norfolk	VA	Larry Honaker	LEASED
					15825 Shady Grove Road Suite 140
					Rockville MD 20850
					Tel:301-125-4156
					Fax:301-125-5654
113	Orange Park	204 Blanding Blvd	Orange Park	FL	Colchester Insurance Company	LEASED
					100 Bankt
					Ste.610
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
115	Roswell	11160 AlpharettaRoad	Roswell	GA	National RetailProperties, LP	LEASED
					Attn: Vice President Asset Management
					450 South Orange Ave.
					Ste.900
					Orlando 32801
					Tel: 321-120-2134
					Fax:
					Cell:
					Email:
					Web:
118	Lakeland	4405 Us Hwy. 98 N.	Lakeland	FL	Cola PB Portfolio I, LP	LEASED
					2555 E. Camelback Road
					Suite400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
120	Anamonte Springs	102g E. Anamonte Drive	Anamonte Springs	FL	Colchester Insurance Company	LEASED
					100 Bank St.
					Ste. 610
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
121	Portsmouth	2570 Airline Blvd.	Portsmouth	VA	louis M. Goodman	LEASED
					Louis Esther Corporation
					c/o Louis M. Goodman
					604 Court Street
					Portsmouth VA 23704
123	Tallahassee	2353 Apalachoe Parkway	Tallahassee	FL	Judy Taylor	LEASED
					Parkway Terrece PropMies
					310 West Jefferson Street
					Tallahassee FL 32301
					Tel: 850-022-2141
					Fax: 850-022-8313
125	Orange Blossom	7750 S. Orange Blossom Trail	Orlando	FL	Joseph Perk	LEASED
					ADJP, LLC
					Manager
					10182 Brandon Circle
					Orlando FL 32838
					Tel:407-73W288
					Fax: 407-742-1981

					Cell:
					Emall:jsptrue92@yahoo.com
					Web:
126	West Colonial	601Powers Drive	Orlando	FL	Westside Plaza GP, Inc.	LEASED
					115 Christopher Columbus Drive
					Suite400
					Jersey City NJ 07302-3551
					Tel:201-133-5900
					Fax:201-133-1466
					Cell:
					Email:
					Web:
131	Atlantic Blvd.	10546 Atlantic Blvd.	Jacksonville	FL	National Retail Properties.LP	LEASED
					Attn: Vice President , Asset Management
					450 South Orange Ave.
					Ste.900
					Orlando 32601
					Tel:321-12G-2134
					Fax:
					Cell:
					Email:
					Web:
132	South Blvd.	5020 South Blvd.	Charlotte	NC	Gus Poulos	LEASED
					Poulos Enterprises, Inc.
					3900 Weslay ChapelRoad
					Mathews NC 26105
132	South Blvd.	5020 South Blvd.	Charlotte	NC	Steven L. Barnes	LEASED
					American Commercial Savings Bank, Inc.
					Assistant Vice President
					11201 East Independence Blvd
					Matthews NC 26105
					Tel:704-484-0602
133	Cutler Ridge	10200 Broad ChanneRd	Miami	FL	ABan Fainbarg, Irving M. Chase or Ryan Chase	LEASED
					c/o S & A Properties
					129 W. Wilson Street, Sufia 100
					Costa Mesa CA 92627
					Tel: 949-972-7400
					Fax:949-972-8655
					Cell:
					Email:
					Web:
135	Lane Ave.	919LaneAve	Jacksonville	FL	Elroy C. Grace	LEASED
					Grace & Company, Incorporated, a Florida
					865 Lane Avenue South
					Jacksonville FL 32205
136	Florida Ave.	10124 N. AoMda Ave.	Tampa	FL	Cole PB Portfolio II, LP	LEASED
					2555 E. Camelback Road
					Suite400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
143	North Data Mabry	15625 North Dale Mabry Highway	Tampa	FL	Colchester Insurance Company	LEASED
					100 Bank St.
					Ste.610
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
144	Andorra	9109 Ridge Ave.	Philadelphia	PA	V & V Realty LLC	LEASED
					4Cf-16149th Pl.
					Flushing NY 11354
					Tel: 716-835-3900
					Fax:
					Cell:
					Email:
					Web:
145	Hamburg	3766 Mckinley Parkway	Buffalo	NY	Buffalo-McKinley,LLC	LEASED

					Attn:Lease Administrator
					570 Delaware Ave.
					Buffalo NY 14202
					Tel:716-687-9467
					Fax:
					Cell:
					Email:
					Web:
148	East Town Crossing	4nO Center Uno Drive	Knoxville	TN	C. M.& J.H. Williams	LEASED
					Wood Agency, L.P.
					General Partners
					219 W. Young High Pike Knoxville TN 37920
149	Charlotte Pike	5330 Charlotte Ava.	Nashville	TN	Troy Wilftams	LEASED
					Melrose Company
					Property Manager
					c/o Freeman Webb Company
					One Vantage Way
					Ste.C-150
					Nashville TN 37228
					Tel:615-525-1231
					Fax:615-525-1232
					Cell:
					Email: Web: www.FreemanWebb.com
153	MiamiLakes	17050 N.W.57th Avenue	Miami	FL	40-11 79th Street LLC	LEASED
					40,18 149th Pl.
					FlushingNY 11354
					Tel:718-835-3900
					Fax:
					Cell:
					Email:
					Web:
153	MiamiLakes	17050 N.W. 57th Avenue	Miami	FL	J&JRealtyLLC	LEASED
					40, 18 149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
154	Dewitt	3033 Erie Blvd-East	Symcuso	NY	Alyso Block	LEASED
					Gould Properties LLC
					Property Manager
					60 Cutter Mill Road
					Great Neck NY 11021
155	New Hartford	4475 Commercial Dr	New Hartford	NY	Cole PB Portfolio II, lP	LEASED
					2555 E.Camelback Road
					Suite 400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
158	Cicero	7885 Route 11	Cicero	NY	James M. Donovan	LEASED
					James M. Donovan, an individual
					P.O.Box6069 c/o River Edge Resort Hotel17
					Alexandria Bay NY 13807
158	Exton	220N. Pottstown Pika	Exton	PA	Joseph J. Boyta, Jr. and Regina B. Rees	LEASED
					610 Penfield Avenue
					Havertown PA 19083
159	Azalea Park	71 5. Semoran Blvd.	Orlando	FL	Liebermensch Investments LLC	LEASED
					5918 OVerlake Ave.
					San Diego CA 92120
					Tel:619-969-3993
					Fax:
					Cell:
					Email:
					Web:
160	Austell	3929 AusteR Rd.	Austell	GA	35-38 95th Street Realty UC	LEASED

					40-16 149th Pt.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
161	Metairie	6838 Veterans Blvd	Metairie	LA	E!Us end Mltcllell Mintz	LEASED
					Hurwltz·Mintz Furniture Company, a Louisiana
					211 Royal Street Attention Mr. Ellis. Mintz
					Now Orleans LA 70130
162	Manassas	8000 Stream Walk Ln.	Manassas	VA	NNN Acquisitions, Inc.	LEASED
					Attn: Vice President-Asset Management
					450 South Orange Ave.
					Sta. 900
					Ortando FL 32801
					Tel:
					Fax: 321-120-2134
					Cell:
					Email:
					Web:
163	Daytona Beach	2220 Volusla Ave	Daytona Beach	FL	Doyle Haynos	LEASED
					Haynos&Smllh
					P.O.Box 250787
					Holly HIB FL 32125-0787
					Tel: 386-625-8532
165	Pompano Beach	240 Copano Road	Pompano Beach	FL	Colchester Insurance Company	LEASED
					100 Bank St.
					Ste.610
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
166	Henrietta	1375 Market Place Drtve	Henrietta	NY	James M. Donegan or Lillian	LEASED
					P.O.Box 669
					Alexandria Bay NY 13607
					Tel: 315-546-5131
					Fax: 315-548-1025
					Email:James Cell11315-436-6568
167	WestMiamti	211NW 82nd Avenue	Miami	FL	Flagler S.C.. LLC	LEASED
					Kimco Realty Corporation
					3333 New Hyde Park Road
					PO Box 5020
					New Hyde Park NY 11042-0020
					Tel: 516-666-9000
					Fax:
					Cell:
					Email:
					Web:
168	Lindenhurst	231 Sunrtse Highway	Lindenhurst	NY	Harry Joe Brown, Jr.	LEASED
					Texas Babylon Corp., a Texas corporation
					c/o The Brown Companies, 461 Parle. Avenue
					New York NY 10016
168	Undenhurst	231 Sunrise Highway	Lindenhurst	NY	Richard Lubkln	LEASED
					Texas Babylon Corp., a Texas corporation
					c/o The Brown Companies, 461 Park Avenue
					New York NY 10016
					Tel: 212-266-1135
171	East Brunswick	538 Route16	East Brunswick	NJ	National Retail Properties, LP	LEASED
					Attn: VIce President Asset Management
					450 South Orange Ave.
					Ste.900
					Ortando32801
					Tel: 321-120-2134
					Fax:
					Cell:
					Email:
					Web:
172	Smithtown	983 Middle Country Rd.	Lake Grove	NY	Frank J. Espos o	LEASED
					Boundary Properties
					670 Middle County Rood

					St. James NY 11780
					Tel: 516-638-2153
					Fax:
					Cell:
					Email:
					Web:
173	North Miami	295 N.E. 167th St & 3rd Avo	North Miami Beach	FL	Arthur H. Hertz	LEASED
					Theater Realty Inc.
					3195 Ponce Do Leon Blvd.
					Coral Springs FL 33134
174	East New Orleans	12200 10 Service Road	New Orleans	LA	John Schwegmann	LEASED
					Schwegmann Femliy Trust No. 2
					rJo Schwegmann Giant Super Markets
					5300 Old GenUIIy Road
					New Orleans LA 70126
					Tel: 504-483-2029
					Fax:
					Cell:
					Email:jschweg@ballsouth.nal
					Web:
176	Hollywood	760 S. 60th Avenue Slate Road 7	Hollywood	FL	Louis Brause	LEASED
					Eton Centers Co., a New York general partnership
					c/o Brause Reolty, Inc., 52 Vanderbilt Avenue
					Naw York NY 10017·3868
					Tel: 212-269-5454
					Fax:
					Cell:
					Email:
					Web:
177	Commack	6350 Jericho Turnpike	Commack	NY	David Blumenfeld	LEASED
					BOG Commack, LLC
					c/o Blumenfeld Development Group, Ltd.
					300 Robbifls Lana
					Syosset NY 11791
					Tel: 518-892-0800
					Fax: 516-692-0968
179	Abrams	6534 E. Northwest Highway	Dallas	TX	Sharon Batjer	LEASED
					c/o R. Jackson Keller, 8522 Garland Road
					Dallas TX 75218
					Fax:214-432-6873
182	Davia	2380 South Univernlly	Davia	FL	Tri-Coonly Plaza Associates, Lld.	LEASED
					19501 Biscoyna Blvd.
					Slo. 400
					Aventura FL 33180
					Tel:
					Fax:
					Cell:
					Email:
					Web:
163	Greece	1181 North Groeca Rood	Greece	NY	Howard Sands	LEASED
					CPPB II, LLC
					545 South Figueroa St.
					Sla. 614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9878
					Cell:
					Email:
					Web:
186	Hampton	2224 W Mercury Blvd	Hampton	VA	Cole PB Portfolio I, LP	LEASED
					2555 E. Camelback Rood
					SuHo400
					Phoanlx AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
188	Edison	518 Old Post Road	Edison	NJ	Richard Freedman	LEASED
					Freedman Service Company, a New Jersey
					Route 1 alRauls 130, P.O.Box 64

					North Brunswick NJ 08902
193	Amherst	1025 Niagara Falls Blvd	Amherst	NY	Amherst lnduslries, Inc.	LEASED
					% Vomado Realty Trust
					Park 80 West, Plaza II
					Saddle Brook NJ 07683
					Tel: 201-158-1000
					Fax: 201-158-0600
					Cell:
					Email:
					Wab:
198	West Warwick	375 Quaker Lane	West Warwick	Rl	Cole PB Portfolio I, LP	LEASED
					2555 E. Camelback Road
					Sulto400
					Phoenix /IZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
199	Shadyside	931 South Millvale Avanue	Pittsburgh	PA	Abrams Family Associates	LEASED
					222 Toch Road
					Pittsburgh PA 15205
199	Shadyslda	931 South Millvale Avenue	Pittsburgh	PA	Carl Katz	LEASED
					800 South Linden Avo.
					Pittsburgh PA 15208
					Tel: 412-236-5095
					Fax:
					Cell: 412-23Q-0878
					Email: crll<tz@aol.com
					Web:
199	Shadyside	931 South Millvale Avenue	Pittsburgh	PA	Abrams Family Associates	LEASED
					222 Tach Road
					Pittsburgh PA 15205
200	Colonie	1795 Central Avenue	Albany	NY	Bauer and Lai Realty Partnership, a New York	LEASED
					c/o Robert F, Bauer Insurance
					1761 Central Avenue, P.O. Box 12850
					Albany NY 12212
					Fax:516-886-3580
204	Fort Myers	4797 South Cleveland Ave	Fort Myers	FL	Colo PB Portfolio II, LP	LEASED
					2555 E. Camelback Road
					SuKo400
					Phoenix /IZ 85018
					Tel:
					Fax:
					Cell:
					Email:
					Web:
207	Shatpstown	7525 SouthW<>st FroOW<>y	Houston	TX	SabrlnaPope	LEASED
					Houston Baptist University, a Texas non...profit
					Manager, Real Estate Department
					7502 Fondren Road
					Houston TX n074-3298
					Tel: 281-184-3414
					Fax: 281-184-3022
209	Greenspoint	10275 North FroeW<>y	Houston	TX	West Road Investors, LP and WR Houston, LLC	LEASED
					c/o Unllav Management Company
					3555 Timmons lane
					Sulto100
					Houston TX n021
					Tel:
					Fax:
					Cell:
					Email:
					Web:
211	Flint West	3426 Miller Road	Flint	Ml	Paul. Dietz	LEASED
					Miller Road Enterprises Limited Liability Company
					1025 East Maple Road, Sullo 200
					Birmingham Ml48009-6428
					Email:pdlotz@dlatzorganlzaUon.com
214	Clarksville	1317 Trtsnglo Drive	Clarksville	IN	Cole PB Portfolio I, LP	LEASED
					2555 E. Camelback Road
					Suite 400

					Phoenix f<Z. 85016
					Tel:
					Fax:
					CoR:
					Email:
					Web:
215	96thStreet	8588 East 96th Street	Fisher	IN	Thomas Doyle Centre North, UC, an Indiana limited liability clo Centre Properties 9333 Nonh Meridian Street, Suite 375 Indianapolis IN 46260	LEASED
218	Greensburg	1145 East Pittsburgh Street	Greensburg	PA	Zlff Family Partnership, LP c/o Westmoreland Auto 1125 East Pittsburgh Street Greensburg PA 15601	LEASED
218	Greensburg	1145 East Pittsburgh Street	Greensburg	PA	Martin E.O’Boyle Commerce Limited Partnership #9305 President 1280 W.Newport Center Drive	LEASED
					Deerfield FL 33442
					Tel:
					Fax:
					CoD:
					Email:
					Web:
221	DlxieHwy	4841 Dixie Highway	Louisville	KY	H. Ray McPhail Company Profit Shoring Trust	LEASED
					c/o McPhaU Properties, Inc.
					PO Box3369
					Duluth GA 30096
					Tel: 678-668-3660
					Fox: 678-668-3661
					CeO:
					Email:
					Web:
225	Monroeville	3475 William Penn Highway	Monroevifte	PA	ClrcuClly SIO<es.Inc. Corporate Secretary 9950 Mayland Drive Richmond VA 23233	LEASED
230	lndlan TraO Cntr	5607·A Preston Highway	Louisville	KY	B.C. Wood Companies dba Indian Tran Square,	LEASED
					1020 Industry Road, Sullo 40
					Lexington KY 40505
					Tel: 859-933-9663
					Fax: 859-933-9662
					Email:loP free number 668-591·9663
232	Hybla Valley	7812 Richmond Highway	HyblaValley	VA	JonRhodea Hybla Center Umited Partnership	LEASED
					Property Manager
					c/o Flnmarc Management
					4733 Bethesda Avenue
					Sullo650
					Bethesda MD 20814
					Tel: 301-165-4111
					Fax:301·165-0515
					Call:
					Email:
					Web:
233	EvansvDie	101 Metro Avenue	Evansville	IN	Andy Guagenli	LEASED
					Andy Guagantl and Water Street Partners,LP, an
					2641 N. Cullen Avenue
					Evansville IN 47715
					Tel: 812·246-1244
					Fax:
					can:
					Email:
					Web:
234	Delaware Ava.	1000 South Delewana Avenue	Philadelphia	PA	Brenda Walker Port Richmond LLC 1	LEASED
					c/o Cedar Shopping canters,Inc.
					44 S. Byles Avenue,Sue304
					Port Washington NY 11050
					Tel:516-676-6492
					Fox:516-679-8497

					CeD:
					Email:Her line- 516-944-4524
					Web:
238	Manchester	205 Spencer Street	Manchester	CT	Soble Tareke WUIIama	LEASED
					Gateway Lauren. Inc
					Emmas ·Asset Management Co., LLC
					420 Lexington Ave
					Suite 900
					New York NY 10170
					Tel:
					Fax:212-229-8802
					Cell:
					Email:
					Web:
239	North Loop	Interstate 610 & Brinkman St.	Houston	TX	The Rlos Family Trust	LEASED
					PO Box 33443
					Riverside CA 92519
					Tel:
					Fax:
					Call:
					Email:
					Web:
241	Broadway	487 S.Broadway	Denver	CO	Chrlsly Bright	LEASED
					Broadway Marltelplace At The Denver Design
					Director of Operations
					c/o CF Property Management, Inc.
					595 South Broadway
					Sulte200
					Denver CO 80209
					Tel: 303-374-3794 3229
					Fax:303-377-6104
					Cel:303-354-6775
					Email:
					Web:
242	Aurora	12820E. Mississippi Ave	Aurora	CO	Kevin S. Hayutlin c/o Kevin S. Hayutin, OMA Company	LEASED
					1450 South Havana, Sulte BOO
					Aurora CO 80012
					Tel: 303-375-1241
243	South Wadsworth	5134 South Wadworth Blvd	Lakowood	CO	Jordon Perimutter The Section 14 Development Co., a Colorado c/o J. Pertmutter & Co.,1601 Bloke Street,#600 Denver CO 80202 Fax: 303-359-3435	LEASED
245	Kenwood Mall	7789 MontgomofY Road	Cincinnati	OH	Gerald J. Schoonover 21411Widgeon Terrace	LEASED
					Fort Meyers Beach Fl33931
					Tel:239-946-3530
					Fax:
					Cell:
					Email:
					Web:
246	West Broad	3833 West Broad Street	Columbus	OH	Jennifer Rowland 3833 West Broad Street, LLC	LEASED
					c/o SB Management Corporation
					433 North Camdan Drive,Suite 1070
					Beverly HIUs CA 90210
					Tel:31G-027-6602 121
					Fax:31G-027-6622
					Cell:
					Email:
					Web:
247	4th Avenue	354 4th Avenue	Brooklyn	NY	Donald Resnlcoff	LEASED
					Retaco Holding Company, LLC, a New York
					Member
					362 Kingsland Avenue
					Brooldyn NY 11222
					Tel: 718-839-5300
					Fax: 716-834-2514
247	4th Avenue	354 4th Avenue	Brooklyn	NY	MondyTaffel	LEASED
					Relaco Holding Company, LLC, a New York

					Member
					362 Kingsland Avenue
					Brooklyn NY 11222
248	Saginaw	3196 Tittsbawassee Road	Saginaw	Ml	Jeffrey E. Sobel Fortune Associates,L.L.C.	LEASED
					30800 Northwestern Hwy.
					Second Fl.
					Fanmngton HHis Ml48334
					Tel:
					Fax:
					Cell:
					Email:
					Web:
250	Berlin	44 Bonin Turnpike	Berlin	CT	Emmanuel GavrfUa	LEASED
					Olympia Motor Inn, Inc.
					President
					3413 Berlin Turnpike
					Newington CT 08111
252	Tyrone Blvd	2601 Tyrone Boulevard	St. Petoroburg	FL	Westwood Garden Apartments rJo Gregory	LEASED
					3200 46th Avenue North
					St. Poteruburg FL 33714
253	Broomall	2916 Springfield Road	Broome!	PA	Vica President..RealEstate Finance The Prudential Insurance Company of America	LEASED
					10 Rockefeller Plaza, 15th Floor
					Now York NY 10020
					Tel:
					Fax:
					Cell:
					Email:
					Web:
255	Pittsfield	690 Marril Road	Plltsfield	MA	MichaelPanek	LEASED
					Phoenix MerriU Road LLC
					Property Manager
					c/o Phoenix Really Management LLC
					101 East Ridge Executive Park
					Danbury CT 06810
					Tel: 203-379-0295
					Fax:203-37!1-0297
					Cell:
					Email:MIKEPANEK@aol.com
					Web:
281	MID Plain	305-C South East Chkolov Drive	Vancouver	WA	Thrift-Cascade Investments, L.L.C. 201 NE Perk Plaza Dr.	LEASED
					Tower1
					Sto.200
					Vancouver WA 98884
					Tel:
					Fax:
					Cell:
					Email:
					Web:
261	MH!Plain	305-C South East Chkalov Drive	Vancouver	WA	Thrift-Cascade Investments, L.L.C.	LEASED
					305 South East Chkalov Dr.
					Ste.119
					Vancouver WA 98661
					Tel: 360-089-3121
					Fax:
					Cell:
					Email:
					Web:
262	Audubon	114 Black Horse Pike	Audubon	NJ	Steven B. Woffson	LEASED
					Audobon Ventures Limited Liability Company
					Thomas Verrichia
					c/o Wolfson Venichla Group Inc.
					120 W.Gennsntown Piko, Sullo 120
					Plymouth Mooting PA 19462
					Tel: 610-027-8899
					Fax: 610-027-8880
					Cell:
					Email:
					Web:
264	Niles	5555 Youngstown Warren Road #7	Niles	OH	Anthony M. Cafaro The Cafaro Company	LEASED

					2445 Belmont Avenua, PO Box 2186
					Youngstown OH 44504-0186
267	Union	2525 Route 22 Wast	union	NJ	PaulGagllotl	LEASED
					275 Route 22 East
					SprlngfHlId NJ 07081
					Tel:973-337-6164 29
					Fax_:
					Cell:973-322-1799
					Email:
					Web:
268	South Academy	115 North Academy Road	Colorado Springs	CO	Cole PB Portfolio II, LP 2555 E.Cemelbeck Rood	LEASED
					Su o400
					Phoenix A2 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
270	North Academy	7625 North Acadamy Blvd	Colorado Springs	CO	Jay Rosenbaum	LEASED
					Woodland Paradise Corporation
					118 N. Tejon Stroot, Sullo 402
					Colorado Springs CO 80900
271	Littleton	7469 Park Meadows Drive	Englewood	CO	MichaelC. Bullock	LEASED
					SB Advisors, Inc.
					5675 DTC Boulevard, Sulte110
					Greenwood VIDage CO 80111
					Tel: 303-377-7275
					Fax: 303-377-7298
					Cell:
					Email:
					Web:
271	Littleton	7469 Park Meadows Drtvo	Englewood	CO	MichaelC.BuHock	LEASED
					SB Advisor>, Inc.
					P.O.Box 3434
					Englewood CO 80155-3434
					Tel:303-377-7275
					Fax:303-377-7298
					Cell:
					Email:
					Web:
272	Colerain	8300 Colerain Avenue	Cincinnati	OH	MichaelHardert 4755 Day Road	LEASED
					ClnciMaUOH45239
					Tel: 513-338-8882
					Fax:
					Cell:
					Email:
					Web:
275	Hazel Dell	7400 N.E.Highway 99	Vancouver	WA	Joy Wrtght/Property Mgmt.Dept, 33R	LIEASED
					ROUNDUP COMPANY
					Ro:Tenant Accl # 0014011010
					P.O. Box 42121
					Portland OR 97242.()121
					Tel: 800-085-9202 3116
					Fax: 503-379-3545
					Cell:
					Email: joy.wrtght@fredmayar.com
					Web:
275	Hazel DaR	7400 N.E.Highway 99	Vancouver	WA	Beverty Stautz	LEASED
					Fred Meyer, Inc.
					Vice President, Property Management
					3600 SE 2nd Avenue
					Portland OR 97202
					Fax: 503-379-3545
280	Roosevelt Blvd	4640 Roosevelt Blvd.	PhRodelphla	PA	NationalRalallProperties Trust	LEASED
					Attn:Vice Pressident- Asset Management
					450 South Orange Ave.

					Sle. 900
					Orlando R. 32801
					Tel: 321·120·2134
					Fax:
					Cell:
					Email:
					Web:
283	Baldwin	850 Sunrise Highway	Baldwin	NY	Louis Lorcari	LEASED
					Mintz & Schaffer
					3785 Torrey Pines Blvd.
					Sarasola FL 34326
283	Baldwin	850 Sunrise Highway	Baldwin	NY	Louis LBJCsrl	LEASED
					Nunleys Amusement Corporation, a New York
					3785 Torrey Pines Boulevard
					Sarasola FL 34236
285	North Lake Blvd	3169 NorthLake Blvd	PaJm Beach Gardens	FL	McPhaD Associates, LLLP	LEASED
					PO Box 3369
					Duluth GA 30096
					Tel:678-857-9139
					Fax:
					Cell:
					Email:
					Web:
296	Pasadena	5445 Fairmont Parkway	Pasadena	TX	Cole PB Portfolio I,LP 2555 E. Camelback Road	LEASED
					Sulta400
					Phoenix AZ 85016
					Tal:
					Fax:
					Call:
					Email:
					Wab:
300	Hackensack	85Courl St	Hackensack	NJ	H. Terry Ferber and Daryl Cheryl Ferber	LEASED
					32 Glenwood Road
					Upper Saddle River NJ 07458
					Tot 201·134·3324
301	lafayette	2121 South Sagamore Parkway	Lafayette	IN	Kevin Sims Simon Property Group, L.P.	LEASED
					Property ID n 3911
					225 W. Washington Street
					lndlanepotls IN 46204-3438
					Tel: 317-763-1600
					Fax:
					Cell:
					Email:
					Web:’INNI.simon.com
310	Kissimmee	302 W. VIne St	Kissimmee	FL	Howard Sands	LEASED
					CPPB 2 Kissimmee,LLC
					545 South Figueroa Sl
					Sta. 614
					Loa Angalea CA 90071
					Tel:
					Fax:213-348-9878
					Cell:
					Email:
					Web:
311	Sunrise & Flagler	601 Sunrise Blvd	Ft Lauderdale	FL	Sunflagler, Inc. c/o Amerlty DeveSopment &	LEASED
					2419 East Commarclat Boulevard Sta. 301
					Ft. Lauderdale FL 33308
					Fax: 305-54
312	Jersey City	Metro Plaza Mall	Jersey City	NJ	GmggWasser	LEASED
					G&S lnvastors/Jersay City L.P.
					c/o
					303 Winding Road
					Old Bethpage NY 11804
314	Piadmont Road	2399 Piadmont Road	Atlanta	GA	Merrill D.Wynne	LEASED
					Pladmont·Lindberg Associates,LLC, GA limited
					c/o HabW, Arogati & Wynne, P.C.
					1073 West Peachtree Street, NE
					Atlanta GA 303()9..3637
316	Sandy Springs	6521 Roswell Road	Atlanta	GA	Marc/Brown	LEASED
					Charles S. Ackerman & Elliott L.Haas c/o

					1040 Cmwn Pnlnt Parkway 11200
					Atlanta GA 30338
					Tal: 770-051-3900
					Fax: 770-091-3965
317	Hamdan	2301 Dlxwall Ava	Hamden	CT	Camlyn lnglla	LEASED
					2335 Rnule 10 Hamden-CT.Inc.
					VIce Preslden’
					c/o RREEF Managamant Company
					3340 Peachlree Rd., NE
					sune 250
					Atlanta GA 30326
					Tel:404-446-6555 6575
					Fax:404-445-6556
					Cell:
					Email:carolyn.inglls@rreef.com
					Web:
318	Worcester West	50 MilStreet, Route 12	Worcester	MA	c/o The Boierd Gmup Holdings, Inc.	LEASED
					One Joy Street
					Boslon MA 02106
					Tel: 617-724-9200
					Fax:617·724-4044
323	BelWort	7990 Be!Wort St	Houston	TX	MinSoo Kwon	LEASED
					11314 Lakeside Place
					Houston TX 77077
					Tel:
					Fax:
					Cell:
					Email:
					Web:
333	Copperfield	6900 Highway 6 North	Houston	TX	Heather McMillon	LEASED
					MacDonald Hwy 6 No.4 L.P., c/o Wuffa Mgml
					Property Manager
					12 Greenway Plaza, SuRe 1500
					Houston TX 77045-1287
					Tel:713-362·2229
					Fax:713-322·1234
338	Breckenridge	1001 Breckenridge Lana	loulsvUle	KY	MichaelMarylotta The Kroger Company	LEASED
					c/o Priority Properties
					1045 S. Woods MiU Rosd, Sulta 1
					Town & Country 63017
					Tel:636-622-3200
					FBJ<: 635-622 -4020
					Cell:
					Email:
					Web:
342	Henry Ave.	3101W. Allegheny Ave	Philadelphia	PA	Jerry Holtz P.J.Leasing Company, L.P.	LEASED
					P.O.Box 190
					VU!enova PA 19085
					Tel:610-052·2010
					Fax:610-052-1905
					Cell:
					Email:
					Web:
343	Annapolis	1911 West Street	Annapolis	MD	Robert W. Johnson	LEASED
					J.F. Johnson Holdings,Inc.
					8200 Vetarans Highway
					P.O.Box248
					MiUersvUta MD 21108
					Tel: 410.098-5200 100
					Fax:410-095-3083
					Cell:
					Email:
					Web:
345	Hicksville	15 East Old Country Road	Hicksville	NY	Alvin Rush	LEASED
					15 OC Realty LLC
					President
					One Barstow Road
					GrealNeck NY 11021
					Tel:

					Fax:
					Cell:
					Email:
					Web:
349	Five Town	600 Burnside Road	Inwood	NY	Inwood COmmons, LLC	LEASED
					46 East Old Country Rood
					Mineola NY 11501
					Tel: 516-6B7-1Bn
					Fax.:
					CeO:
					Email:
					Web:
349	Five Town	600 Burnside Road	Inwood	NY	Tamera K. Jordan	LEASED
					ABA #030219275
					Credit: Midland Loan Services, l.P.
					Rat Inwood Commons, LLC/The Pep Boys
					Tel:
					Fax:
					Cell:
					Email:tamera.jordan@midlandls.com
					Web:
	Forest Avenue	3rd Van Name	Staten	NY	Howetd Sands	LEASED
		Avenue	Island		CPPB II, LLC
					545 South Figueroa Sl.
					Sle.614
					Los Angeles CA 90071
					Tel:
					Fox: 213-348-9676
					Cell:
					Email:
					Web:
363	Central Avo	1008 CentralAvenue	Albany	NY	Joseph and Noreen Rosetti	LEASED
					c/oDodgaWorld
					1606 Route 9
					Clifton Park NY 12065
364	Red Rose Commons	1700 FrullvDia Pike	Lancaster	PA	Red Rose Commons Associates, LP	LEASED
					c/o Goldenberg Group
					350 Sentry Parl<way
					Building 630, Sullo 300
					Blue BellPA 19422
					Tel:
					Fax:
					Cell:
					Email:
					Web:
369	BlrdRoed	10660 Southwest	Miami	FL	OsvaJdo M. Vento	LEASED
		40th Street			Everglades Lumber end Building Supply Inc.
					7995 S.W.94th Street
					Miami FL 33156
					Tel: 305-528-1155
					Fax: 305-526-2939
					Emell:305-266-5011
370	Military Trail	BOO North Military	West Palm	FL	Gollvlew Shaping Ploza Associates	LEASED
		Trail	Beech		872 North MUitary Trail
					West Palm Beech FL 33415
370	Military Trail	800 North Military Trail	West Palm Beach	FL	Herbert C. Gibson, Esq.	LEASED
					Neva Mae Brockway, George R. Brockway & H.
					Florida NanBank Bldg., 1st Street
					West Palm Beech FL 33401
371	Bethel Park	5055 Library Road	Pittsburgh	PA	New Plan Excel Realty Trust, Inc.	LEASED
		(RI. 88)			c/o Centro Properties Group
					Attn: LegalDept.
					420 Lexington Ave., 7lh Fl.
					New York NY 10170
					Tel:
					Fax:
					CeU:
					Email:
					Web:
373	Elmwood Avenue	1996 Elmwood	Buffalo	NY	Howetd Sanda	LEASED
		Avenue			CPPB II, LLC
					545 SOuth Figueroa St.

					Suite. 614
					Los Angeles CA 90071
					Tel:
					Fax:213-348-9878
					Cell:
					Email:
					Web:
374	Beer	1184 Pulaski Highway	Beer	DE	Glenbeer, LLC	LEASED
					c/o Capano Management
					105 Foulk Road
					Wilmington DE 19803
					Tel: 302-242-1086
					Fax:
					Cell:
					Email:
					Web:
380	Warmister	982 Street Road	Warminster	PA	Gino Tracanna	LEASED
					Heritage Property Investment Trust
					131 Da mouth Street
					Boston MA 02116-5134
					Tel: 617-724-2200
					Fax:617-726-0885
					Cell:
					Email:gtracanna@herltagerealty.com
					Web:
380	Warminster	982 Street Rood	Warminster	PA	Legol Depament	LEASED
					Heritage Warminster SPR LLC
					c/o Heritage Raally Management, Inc.
					131 Dortmouth Street
					Bostom MA 02110
					Tel:617-724-2200
					Fax:617-726-0855
					Cell
					Email:
					Web:www.heritagereatty.com
382	Tamarac	7305 West CommerclaiBoulev	Bfd Tamarac	Fl	Cats PB Portfolio I, LLP 2555 E. Camelback Rood	LEASED
					Suite 400
					Phoanix AI. 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
385	Harford Ford	4821 Harford Road	Baltim<Jra	MD	VE Bond, LLC, a Maryland Umftod liability	LEASED
					Village Square I, Sullo 141
					Villege of Cross Keys MD 21210
387	Stirling Rood	2721 Stirling Road	Hollywood	Fl	Colchester Insurance Company	LEASED
					100 Bonk St.
					Suite. 610
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
390	Wikes Barre	450 Wilkes Berra Township Boulevard	WikesBarre	PA	George A. Hessy Trustee P.O. Box 752 Wilkes-Barre PA 18703	LEASED
397	Jupiter	2084 West Indiantown Road	Jupiter	FL	5500 S.W. 8th St. Property, Inc. 2503 S.W. 27th Avenue	LEASED
					Mlemi FL 33133
					Tel: 305-585-71 n
					Fax:305-585-9668
					Cell:
					Email:
					Web:
398	Bradenton	2303 Cortez Rd	Bradenton	FL	H. Ray McPhail	LEASED
					c/o McPhail Properties, Inc.
					PO Box 3369

					Duluth GA 30096
					Tel:678-857-9139
					Fax:676-657-9135
					Cell:
					Email:
					Web:
401	Glassboro	711 North Delsea Drive	Glassboro	NJ	Kranzco Realty Trust c/o Centro Properties Group	LEASED
					Attn: General Counsel, Property
					420 Lexington Ave., 7th Fl.
					New York NY 10170
					Tel:
					Fax:
					Cell:
					Email:
					Web:
403	Garden City	29611 Ford Road	GardenCity	Ml	John Elieff	LEASED
					T & J Ford Limited LlebQity Company, a Michigan
					25301Michigan Avenue
					Dearborn Ml48124
					Tel: 313-327-5373
404	Mansfield	480 Lexington Road	Ontario	OH	Craig J. Denley	LEASED
					C.J.R.E. Ontario,L.L.C.
					599 Harlan Road
					Mansfield OH 44903
417	Meriden	454 South Broad Street	Meriden	CT	John A. Mesa Esq. Amalfl Capital, LLC	LEASED
					11835 W Olympic Boulevard
					Suite1100
					Los Angales CA 90064
					Tel: 310-047-6400
					Fax: 310-047-8702
					CeH:
					Email:
					Web:
419	Everett	1686 Revere Beach Parkway	Everett	MA	Alysa Block OLPEverettLLC	LEASED
					60 Cutter MillRd.
					Suite.303
					Great Neck NY 11021
					Tel: 516-677-2746
					Fax:
					Cell:
					Emaii:Ablock@Gouldlp.com
					Web:
422	Cinnaminson	Route 130 North And Church	Cinnaminson	NJ	202 Route 130 LLC c/o PCF Management LLC	LEASED
		Road			107 Haddon Ave.
					Westmont NJ 08108
					Tel:856-68 600 1309
					Fax:
					Cell:
					Email:
					Web:
437	Long Island City	36-50 21st Street	Queens	NY	Jiashu Xu and George Xu	LEASED
					134-03 35th Street
					Flushing,NY 11354
438	Jamaica	94-47 Merrick Boulevard	Jamaica	NY	VIncent OeJana	LEASED
					68 Carlton Ave.
					Port Washington NY 11050
					Tel: 516-629-6000
					Fax: 516-629-6080
					Cell:
					Email:
					Web:
438	Jamaica	94-47 Merrick Boulevard	Jamaica	NY	Fazza Kahn Fezza Kahn, an Individual	LEASED
					133-12 Liberty Avenue
					Richmond HID NY 11419
439	Bridgeport	513 Booton Avenue	Bridgeport	CT	Boston Avenue Associates Limited Partnership	LEASED
					74 Goodsell Street
					Bridgeport CT 06601

445	Geofue Dieter	1910 George Dieter Drive	ElPeso	TX	EUas Abraham 5824 Vista Clam	LEASED
					ElPeso TX 79912
453	Ridgewood	60-71 Metropolitan Avenue	Ridgewood	NY	Frederic Slain Metropolitan CarpelOutlet, lnc./Be Site Realty	LEASED
					35-1141st Street
					Long Island NY 11101
					Tel:718-13394900
454	North Brunswick	Route 1 South And North Oaks	North Brunswick	NJ	Phil Schiffman North Brunswick Shopping Plaza	LEASED
		Boulevard			Associates
					820 Morris Turnpike,Suite 301
					Short HRis NJ 07078
					Tel: 973-346-5000 139
					Fax:973-346-0550
					Cell:
					Email:
					Web:
457	Port Jefferson	5170 Nesconset Highway	Port Jeffarson Station	NY	Stephen King 5164 Nesconset Highway, Port Jefferson Station	LEASED
					NewYork NY 11766
					Tel:631-147-5700
					Fax:631-147-5820
459	Hempstead	320 Peninsula Boulevard	Hempstead	NY	Steve Kaufman HVCA, LLC,a New York limited Debility company	LEASED
					c/o Bosser Kaufmen Development Company, Inc.
					335 Central Avenue
					Lawrence NY 11559
462	Piscataway	1052 Stelton Rd.	Piscataway	NJ	Kopsoftis Hok:lings, L.l.C. a New Jersey Limited	LEASED
					14 Carpathia Street
					Piscataway NJ 08854
					Tel: 732-275-5349
					Fax:
					Cell:
					Email:
					Web:
463	Providence	1246 North Main	Providence	Rl	James Botvin	LEASED
		Street			Botvln Realty Company
					550 Pawtucket Avenue
					Pawtucket Rl 02860
464	Westvala	2101 West Genesee Street	Syracuse	NY	Mr.Robert Santaro Westvale Plaza	LEASED
					Property Manager
					2102 West Genesee Street
					Syracuse NY 13219-1679
					Tel: 315-546-8241
					Fax: 315-546-6753
					Cell:
					Email:
					Web:
465	Franklin Perk	1939 Laskey Road	Toledo	OH	Chuck Larkin	LEASED
					PEP Boys - Manny Moe & Jack,Inc.
					NaUonalDirector of RealEstate
					3111 W. Allegheny Ave.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4664
					Cell:267-787-8585
					Emall:chuck_lerkin@pepboys.com
					Web:
465	Franklin Perk	1939 Leakey Road	Toledo	OH	MarshaU Brown	LEASED
					H & M Enterprises,LTD., an Ohio limited liability
					3238 lander Road
					Pepper Pike OH 44124
					Tel: 561-177-1527
					Fax:
					Cell:
					Email:
					Web:
467	Revere	147 Squira Road	Revere	MA	Alexander J. Caruso	LEASED

					Dam-Pat Realty Trust
					185 Squire Road, Sune 119
					Revere MA 02151
					Tel: 781-128-4420
					Fax: 781-128-4421
					Cell:
					Email:alex.caruso@verizon.nal
					Web:
467	Revere	147 Squire Road	Revere	MA	Chuck Lerldn	LEASED
					PEP Boys · Manny Moa & Jack, Inc.
					NationalDirector of Real Estate
					3111 W. Allegheny Ave.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4684
					Cell: 267-787-8585
					Email: chuck_larfdn@pepboys.com
					Web:
468	Whaatridge	7525 West 44th Avenue	Wheatridga	CO	Pecific Reality Associates, L.P.	LEASED
					Attn: General CounseV/Tenam No. 1ptr5487
					15350 SW Sequoia Parkway, Sullo 300
					Portland OR 97224
469	Raynham	59 Now State Highway (RI.44)	Raynham	MA	Herold Gornick Raynham Crossing, LP	LEASED
					c/o CGICompanies
					637 Washington Street Room 200
					Brookins MA 02146
					Tel: 617-773-1900
474	Westchester	6136 West Menchasler Blvd.	Westchester	CA	Robert H Schwab c/o R&L Propertias	LEASED
					10940 Wilshire Boulevard, Sullo 2250
					Los Angelas CA 90024
					Tet 310-020-1800
					Fax:310-020-1899
475	East Puente Hills	17811 East Colima	City Of	CA	C/O Kam Sang Co., Inc.	LEASED
		Road	Industry		411 E. Huntington Dr.,# 305
					Aracadia CA 91006
					Tel: 626-644-2988
					Fax:
					CoP:
					Email:
					Web:
475	East Puente Hills	17811 East Colima Road	City Of Industry	CA	Chuck Larkin PEP Boys Manny Moe & Jack, Inc.	LEASEO
					National Director of Real Estate
					3111 W.Allegheny Ave.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4684
					Cell: 267-787-8585
					Email: chuck_larfdn@pepboys.com
					Web:
478	Glider Ridge	Walker Road end Cedar Hills	Beaverton	OR	Chuck Larkin PEP Boys · Manny Moe & Jack, Inc.	LEASED
		Blvd.			National Director of Real Estate
					3111 W. Allegheny Ave.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4884
					CeU: 267-767-8585
					Email: chuck_lerkin@pepboys.com
					Web:
478	Glider Ridge	Welker Road end Ceder Hills	Beaverton	OR	Joan 8 Pratt 2360 SW Westfteld Avenue	LEASED
		Blvd.
					Portland OR 97225
					Tel: 503-364-3977
					Fax:

					Col:
					Email:
					Web:
479	Skokie	5222 Touhy Avenue	Skokie	IL	Touhy Plaza, LLC	LEASED
					clo lawrence B. Ordower Real Estate
					One North laSaHe Street, Suite 1300
					Chicago IL 60602
					Tel:312-226-5122
					Fax.: 312-226-0023
460	Aubum	305 Center Street	Aubum	ME	Konrad Gesner	LEASED
					KGI, LLC, a Massachusetts limited liability
					President
					One International Place
					Boston MA 02110
490	Bristol	488 Farmington Avenue	Bristol	CT	Chuck Larkin PEP Boys - Manny Moe & Jack, Inc.	LEASED
					Nationel Director of Rest Estate
					3111 W. Allegheny Ave.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4694
					Cell: 267-767-8565
					Email: chuck_larkln@pepboys.com
					Web:
490	Bristol	488 Farmington Avenue	Bristol	CT	Edward and Janet Redman	LEASED
					Redman’s Trailers
					26 Buckboard Lane
					Bristol CT 06010
494	Green Valley	3490 East Sunset Rood	Las Vegas	NV	Howard Sands	LEASED
					CPPBII, LLC
					545 South Figueroa Sl
					Sto.614
					Los Angeles CA 90071
					Tel:
					Fwc:213-346-9878
					Cell:
					Email:
					Web:
496	Jersey City	701 Route 440 Hudson Mall	Jersey City	NJ	Hudson Associates Limited Partnership c/o PREIT-RUBIN, Inc.	LEASED
					Attn: GeneralCounsel
					200 South Broad St., 3rd Fl.
					Philadelphia PA 19102
					Tel:
					Fax:
					Cell:
					Email:
					Web:
519	Pottstown	101 Shoemaker	Pottstown	PA	L. Stanley Mauger, Esquire	LEASED
		Road			1529 Kauffman Road
					Pottstown PA 19464
523	Slota College	2268 East College Avenue	College Pork	PA	Kathy Ann Wlshlnskl c/o Pyramid Construction Group	LEASED
					275 North Franklin Tumplka
					Ramsey NJ 07446
					Tel:201-132-1919
					Fax:201-132-0054
525	Winchester	2001 S. Pleasant Valley Road	Winchester	VA	Sheela Nayak Clue Drive, LLC	LEASED
					9501 Polomac Dr.
					Fort Washington MD 20744
					Tel: 301-183-5883
					Fax: 703-35()-2195
					Cell:
					Email:svaryhappy@msn.com
					Web:
528	Everett Moll	10113 Evergrsen Way	Everett	WA	AI Jlwanl	LEASED
					Southpoint Plaza LLC
					406 El6ngson Rood
					Pacific WA 96047
					Tel: 253-383-7863

					Fax:
					Cell:
					Email:
					Web:
529	Puyellup	12228 Meridian East	Puyallup	WA	attn:LarryOison	LEASED
					MelviRo Olson and Jacqueline Oison
					12402 E. Meridian Street
					Puyallup WA 98373
					Tel:253-384-1857
542	Airport Highway	5804 Airport	Toledo	OH	Chuck Larkin	LEASED
		Highway			PEP Boys- Manny Moe & Jack, Inc.
					National Director of Real Estate
					3111 W. Allegheny Avo.
					Philadelphia PA 19132
					Tel:215-543-9240
					Fax: 215-543-4884
					Cell:267-787-8585
					Email:chuck_larkln@pepboys.com
					Web:
542	Airport Highway	5804 Airport	Toledo	OH	Mark Zyndorf	LEASED
		Highway			Area Growth Investors, Ltd.
					Four SeaGate
					Suite SOB
					Toledo OH 43804
					Tel: 419-924-7070
					Fax:419-925-2439
					Cell:
					Email:mzyndorf@signatureaasociates.com
					Web:
544	Apopka	2000 Semoran Blvd	Apopka	FL	Colchester Insurance Company	LEASED
					100 Bank Sl.
					Ste. 610
					Burlington YT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
545	Clay	8075 Oswego Reed	Livarpooi	NY	Enrico Scarda	LEASED
					Clay Commons LLC
					Owner/Manager
					3124 Expressway Drive South
					Islandia NY 11749
					Tel: 631-123-2438
					Fax:831-123-2438
					Email:ALL CORRESPONDENCE OTHER THAN
549	Robinson	6581Steubenvila Pike	PIHsburgh	PA	Dr. Alfonso Coala	LEASED
	Township				Marla Associatos
					44 Long Meedow Court
					Pittsburgh PA 15238
582	Lodi	1401 South Cherokee	Lodl	CA	Ronald L.Berber	LEASED
		Lana			Berber Veilajo Propertias, L.P.
					2595 Auto MallPkwy.
					Falrf101d CA 94533
					Tel: 707-740.7064
					Fax:707-740.7207
					Cell:
					Email:RBarbor@Berberauto.com
					Web:
564	Patchogue	425 Sunrise	Patchogue	NY	c/o The Alrose Group	LEASED
		Highway			3-4 Station Plaza
					Woodmere NY 11598
					Tel: 516-656-6700
					Fax: 516-656-6705
					Cell:
					Email:
					Web:
568	Germantown	2090().A Fruderlck Rd.	Gemantown	MD	Adam Schwartz	LEASED
					Milastone Holdings,LLC
					c/o Jerry’s Systems Inc.

					15942 Shady Grove Rd.
					Gaithersburg MD 20877
					Tel: 301-192-8m115
					Fax: 301·194-3508
					Cell:
					Email: odamjerry@aol.com
					Web:
574	Moorestown	401 North Route 38	Moorestown	NJ	Ben Dempsey	LEASED
	(Automobile Service Only)				C/O Auburndale Properties, tnc. Property Manager
					50 nee Boulevard
					Woodcliff lako NJ 07677
					Tel: 201-193-8800
					Fax: 201-193-2036
579	Mcloughlin	15574 Southeast Mcloughlin	Milwaukie	OR	Chuck Larkin PEP BoysManny Moe & Jack, Inc.	LEASED
		Blvd.			NaUonel Director of RenlEstate
					3111W.AlleghenyAvo.
					PhUadelphla PA 19132
					Tel: 215-543-9240
					Fax: 215-643-4684
					Cell: 267-787-8585
					Email: ehuek_larkln@pepboyo.com
					Web:
598	Ocala	2035 SW CaRage Road	Ocala	FL	Colchester Insurance Company	LEASED
					100 Bonk Sl.
					Ste.810
					Burlington VT 05402
					Tel:
					Fax:
					Cell:
					Email:
					Web:
603	Huntington Park	2671Rendolph SinH>I	Huntington Pork	CA	RHA.Partners, Ltd. DeptLA22110	LEASED
					Pasadena CA 91185-2110
					Tel: 310-054-5781
608	San Bernardino	147 South E.St.	San Bernardino	CA	NNN Aequls”lons,Inc. Attn: Vice President·Asset Management	LEASED
					450 South Omnga Avo.
					Ste.900
					Ortsndo FL 32801
					Tel:
					Fax: 321-120-2134
					Cell:
					Email:
					Web:
611	La Mirada	14207 Rosecrans Ave.	La Mirada	CA	Transcendent Properties, U.C	LEASED
					1 Mouchly
					Irvine CA 92618
					Tel: 949-969-4210
					Fax.: 949-972-1497
					Cell:
					Email: waltarl@landalaff.com
					Web:
613	Garden Grove	10912 Katella Avenue	Anaheim	CA	Chuck larkin	LEASED
					PEP Boyo ·Manny Moe & Jack, Inc.
					National Director of Real Estate
					3111 W.AHoghenyAve.
					Philadelphia PA 19132
					Tel: 215-543-9240
					Fax: 215-543-4684
					Cell: 287-767-6585
					Email: chuck_larkln@pepboye.com
					Web:
613	Garden Grove	10912 Katella Avenue	Anaheim	CA	Dennis Nicolet	LEASED
					Wells Fargo Bank. N.A.
					444 South Flower Street
					Sulle1360
					Los Angelos CA 90071
					Tel: 213-368-8324

					Fax: 213-38 1043
					Cell:
					Email:
					Web:
637	Rancho Cucamonga	9292 FoolhftlBlvd.	Rancho Cucamonga	CA	NNN Acquisklono, Inc. Attn: Vice President-Asset Management	LEASED
					450 Soulh Orange Ave.
					Sle. 900
					Orlando FL 32601
					Tel:
					Fax: 321-120-2134
					Cell:
					Email:
					Web:
638	Reseda	7340 Reseda Blvd.	Reseda	CA	Georgette S. Nargulzian	LEASED
					13138 Chandler Blvd.
					Sherman Oaks CA 91401
					Tel: 618-898-4601
					Fax:
					Cell:
					Email:
					Web:
638	Reseda	7340 Reseda Blvd.	Reseda	CA	John B. Narguizian	LEASED
					13138 Chandler Blvd.
					Sherman Oaks CA 91401
					Tel: 818-898-4601
					Fax:
					Cell:
					Email:
					Web:
641	EIMonle	11937 EaslValley Blvd.	EIMonle	CA	Joan B. Morris	LEASED
					12120 N. Falrwood Drive
					Spokana WA 99218-2935
					Tel:
					Fax:
					Cell:
					Email:
					Web:
642	Fullerton	1530 Soulh Harbor Blvd.	Fullerton	CA	1530 5. Harbor, LLC 6352 112 WealThird 51.	LEASED
					Los Angelos CA 90048
					Tel: 323-365-9486
					Fax:
					Cell:
					Email:
					Web:
642	Fullerton	1530 South Harbor Blvd.	Fullerton	CA	Egan Family Partnership 6362 1/2 WeslThird 51.	LEASED
					Los Angelos CA 90048
					Tel: 323-365-9488
					Fax:
					Cell:
					Email:
					Web:
	Mcdowell	2424 EeslMcdowell	Phoenix	Jl2.	S..WayLLC	LEASED
					40-161491h Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
649	Merced	1207 WoslMain 51.	Merced	CA	Lamont Realty Corp.	LEASED
					40-181491h Pl.

					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
651	Chula Vista	454 Broadway	Chula Vista	CA	RobertS. Lion	LEASED
					Robert Lion and FloraS. Lion
					44645 12th Street East
					Lancaster CA 93535
					Tel: 661-194-9660
					Fax:
					Cell:
					Email: bblion@earthllnk.net
					Web:
651	Chula Vista	454 Broadway	Chula Vista	CA	RobartS. Lion	LEASED
					Robart Lion and Floras. Lion
					44645 12th Stroot East
					Lancaster 93535
					Tel: 661-194-9660
					Fax.:
					Cell:
					Email: bblion@earthlink.net
					Web:
656	Visa&a	3015 South Mooney Blvd.	VIsalia	CA	Atlas-Argo LLC 4().16149th Pl.	LEASED
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
656	Visalia	3015 South Mooney Blvd.	VIsalia	CA	Y&YRealtyLLC 4().16149th Pl.	LEASED
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
657	Carson	810 East Dominguez St.	Carson	CA	Y & Y Realty LLC	LEASED
					40-16 149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
659	Tempe	1747 E. Apache Blvd.	Tempe	AZ.	Mole-Parker Enterprises	LEASED
					937 N. Sycamore Ave.
					Los Angelas CA 90038
					Tel: 323-385-0111
					Fax:
					Cell:
					Email:
					Web:
661	Speedway	4491 East Speedway	Tucson	AZ.	Howard Sands	LEASED
					CPPB II, LLC
					545 South Figueroa St.
					Ste.614
					Los Angeles CA 90071
					Tel:
					Fax: 213-346-9876
					Cell:
					Email:
					Web:	LEASED
663	Anaheim	3030 W. Lincoln Ave.	Anaheim	CA	SangHo Um	LEASED

					3810 Wilshire Blvd.
					Apt.911
					Los Angeles CA  90010
					Tel:
					Fax:
					Cell:
					Email:
					Web:
664	Escondido	855 West Mission	Escondido	CA	NNN Acquisitions, Inc.	LEASED
		Ave.			Attn: Vice President·Asset Management
					450 South Orange Ave.
					Ste.900
					Orlando FL 32801
					Tel:
					Fax: 321-12().2134
					Cell:
					Email:
					Web:
665	Artesia	11944 South St.	Artesia	CA	J.C. Buyers LLC	LEASED
					4().18149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
685	Artasla	11944 South St.	Artesia	CA	JUD Really LLC	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
665	Artesia	11944 South Sl	Artesia	CA	Lamont Realty Corp.	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
667	Oceanside	2041 Mission	Oceanside	CA	LU”an Meena	LEASED
		Avenue			Oceanside Plaza, LLC
					10120 Rlvernlde Drive
					Toluca Lake CA 91602
					Tel: 818-898-2484
					Fax: 818-878-3937
					Cell:
					Email:
					Web:
673	Kings Canyon	5815 East Kings Canyon	Fresno	CA	Robart Wills WIRs Enterprises	LEASED
					7472 North Fresno Street
					Sulte209
					Fresno CA 93720
					Tel: 559-943-2618
					Fax: 559-943-4202
					Cell:
					Email: wlllsenl@sbcglobal.net
					Web:
673	Kings Canyon	5815 East Kings Canyon	Fresno	CA	PaulT.Chambars 1100 Guarantee Savings Bldg.	LEASED
					Fresno CA 93721
675	Indio	81- 246 State Highway 111	Indio	CA	Howard Sands CPPBCel, LP	LEASED
					545 South Figueroa St.
					Ste.614
					Los Angeles CA 90071
					Tel:

					Fax: 213-348-9878
					Cell:
					Email:
					Web:
676	West Covina	1540 East Amar Rd.	West Covina	CA	Lomonl Really Corp.	LEASED
					4().16 1491h Pl.
					Flushing NY 11354
					Tel: 718-635-3900
					Fax:
					Cell:
					Email:
					Web:
678	Lancaster	44229 201h 51. West	Lancaster	CA	F & F RealtyLLC	LEASED
					4().161491h Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
680	Fontana	16711 Valley Blvd	Fontana	CA	c/oJ.G. Management, Inc.	LEASED
					The Baralat Company Inland Empire Shopping
					5743 Corse Avenue, Suite 200
					Westlake Village CA 91362
					Tel: 618-870.9494
					Fax: 818-870.3949
					Cell:
					Email:
					Web:
661	Highland Park	5516 North Figueroa Street	Highland Park	CA	Beatrice Weller PO Box 4596	LEASED
					North Hollywood CA 91617
685	East Cherlaslon	3995 E. Charleston Blvd.	Las Vegaa	NV	ITHReally LLC 4().16 1491h Pl.	LEASED
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
692	Ventura	4001 East Main Slmel	Ventura	CA	Main Venture, LLC	LEASED
					c/oBoulevard Investment Group, Inc.
					18250 Roscoe Boutevard
					Suite 220
					Northridge CA 91325
					Tel: 818-888-5700
					Fax: 818-888-0074
					Cell:
					Email:
					Web:MVW.boulevardla.com
694	Case Grande	930 East Florence Blvd.	CasaGrande	A2	Coolidge-Casa Grande Equities, LLC	LEASED
					455 Central Park Avenue
					Scarsdale NY 10583
					Tel: 914-477-1400
696	San Mateo	5651 San Mateo	Albuquerque	NM	Howard Sands	LEASED
					CPPB II, LLC
					545 South Figueroa 51.
					Ste.614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9878
					Cell:
					Email:
					Web:
698	Yarbrough	10501 Gateway West	EIPaso	TX	Neo Really LLC	LEASED
		11			4().161491h Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:

					Cell:
					Email:
					Web:
701	Encinitas	256 El Camino ReelNorth	Encinitas	CA	Kathy Kuper Terramar Retail Centers, LLC	LEASED
					5973 Avanlde Encinas #300
					Carisbad CA 92008
					Tel: 760-080-8800 150
					Fax: 760Hl80-8601
					Cell:
					Email:
					Web:
702	Troplcana	4670 E. Troplcana Avenue	Las Vegas	NV	Howard Sands CPPBII, LLC	LEASED
					545 South Figueroa St.
					Sts.614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9878
					Cell:
					Email:
					Web:
708	Dyer Street	9345 Dyer St.	EtPaso	TX	TLCLLC	LEASED
					4().16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
707	Santa Fe	2710 CerrlUoa Road	Santa Fa	NM	Howard Sands	LEASED
					CPPBII, LLC
					545 South Figueroa St.
					Slo.614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9676
					Cell:
					Email:
					Web:
710	Charter Way	645 East Chertar Way	Stockton	CA	Howard Sands	LEASED
					CPPBII, LLC
					545 South Figueroa St.
					Sta.614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9678
					Cell:
					Email:
					Web:
717	Mesquite	2317 North Galloway Blvd.	Mesquite	TX	Nao Raalty LLC 4().16 149th Pl.	LEASED
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
724	Moreno Volley	23470 Sunnymead Blvd.	Moreno Volley	CA	VAS28 LLC 4().16 149th Pl.	LEASED
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
732	Ontario	2415 South Vmeyard Ava.	Ontario	CA	2403 Vlnayenl VU1a9a LLC 2447 Pacific Coast Hwy.	LEASED
					Ste.201
					Hermosa Beach CA 90254

					Tel:
					Fax:
					CoD:
					Email:
					(Web):
733	Milltary	830 Military Dr.,S.E.	San Antonio	TX	Cole PB Potlfolio II, LP	LEASED
					2555 E.Camelback Road
					SuHe 400
					Phoenix  AZ. 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
739	Thousand Oaks	2099 E.Thousand Oaks Blvd.	Thousand Oaks	CA	Josse Brothers, UC 117 West Cordova	LEASED
					San Clemente CA 92872
					Tal:
					Fax:
					Cell:
					Email:
					Web:
741	Nacogdoches	12535 Nacogdoches Rd.	San Antonio	TX	J &J Really LLC	LEASED
					40-16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
741	Nacogdoches	12535 Nacogdoches Rd.	Sen Antonio	TX	Lob-Volley Corp.	LEASED
					40-16149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
742	Tri-City Crossroads	3752 Plaza Dr.	Oceanside	CA	NNN Acquls lons,Inc.	LEASED
					Attn:VK:e President-Asset Management
					450 South Orange Avo.
					Ste. 900
					Orlando FL 32801
					Tel:
					Fax: 321-120-2134
					Cell:
					Email:
					Web:
747	Cactus	3528 W. Cactus	Phoenix	AZ.	Xloll and Associates, LLC	LEASED
					1420 Courtyard Dr.
					Sen Jose CA 95118
					Tel:
					Fax:
					Cell:
					Email:
					Web:
751	Seminary	101 W.Seminary	Fort Worth	TX	Howard Sanda	LEASED
					CPPBTX,LP
					545 South Figueroa St.
					Ste. 614
					Los Angeles CA 90071
					Tel:
					Fax:213-348-9878
					Cell:
					Email:
					Web:
756	Northwest Hwy.	7401Northwest Expressway	Oklahoma City	OK	Howard Sands CPPBII, LLC	LEASED
					545 South Figueroa St.
					Ste.614

					Los Angeles CA 90071
					Tel:
					Fax:213-348-9676
					Cell:
					Email:
					(Web):
759	South lsmBf	3909 s. Lemar Blvd	Austin	TX	Howard Sands	LEASED
					CPPB II,LLC
					545 South Figueroa St.
					Suite. 614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9878
					Cell:
					Email:
					Web:
764	Quell Springs	2317 W.Memorial	OklehomaCity	OK	TLCLLC	LEASED
					40-16149th Pl.
					Flushing NY 11354
					Tel: 718-635-3900
					Fax:
					Cell:
					Email:
					Web:
771	Calexico	400 Imperial Avo.	Calexico	CA	Richerd EUis	LEASED
					102 Hafeman Avenue
					Calexico CA 92231
					Tel: 760-076-5033
					Fax:760-076-5034
774	Northgato	3534 Northgate Blvd.	Sacramento	CA	Howard Sando	LEASED
					CPPB II, LLC
					545 South Figueroa St.
					Suite. 614
					Los Angeles CA 90071
					Tel:
					Fax: 213-348-9678
					Cell:
					Email:
					Web:
775	Loredo	NW Ortiz SITae! end W San	Loredo	TX	MAG RealtyLLC 40-16149lh Pl.	LEASED
		Francisco Avenue
					Flushing NY 11354
					To!: 718-635-3900
					Fax:
					Cell:
					Email:
					Web:
775	Laredo	NW Ortiz Street and W San	Laredo	TX	SIX RealtyLLC 40-16149lh Pl.	LEASED
		Francisco Avenue
					Flushing NY 11354
					Tel:718-835-3900
					Fax:
					Cell:
					Email:
					Web:
775	Laredo	NW Ortiz Strnet and W San Francisco Avenue	Laredo	TX	Chuck Larkin The Pop Boys- Manny,Moe & Jack of Delaware.	LEASED
					3111 West Allegheny Ave.
					PhUadelphia PA 19132
					Tel:
					Fax:
					Cell:
					Email:
					Web:
776	Flamingo	4155 S. Jones Blvd.	Las Vegas	NV	National Retan Properties, LP	LEASED
					Attn: Vice President - Asset Management
					450 South Orange Ave.
					Suite. 900
					Orlando 32601
					Tel: 321-120-2134

					Fax:
					Cell:
					Email:
					Web:
777	Shaw	4490 W. Shaw Ave.	Fresno	CA	Edward M. Kashian	LEASED
					West Shaw Partners, LLC
					clo Lance-Kashian & Company
					8365 N. Fresno Street
					Suite. 150
					Fresno CA 93720
					Tel: 559-943-4800
					Fax: 559-943-4802
					Cell:
					Email:
					Web:
778	Corona	581 N. MainS!.	Corona	CA	Edward Chang	LEASED
					PO Box 1422
					Tuslln CA 92881
					Tel: 714-454-9225
					Fax: 714-454-4479
					Cell:
					Email:oJproporty@gmeU.com
					Web:
779	83rd & Bell	8311 W. Bell Rd.	Glendale	/>Z.	NNN Acquisitions, Inc.	LEASED
					Attn: Vice President-Asset Management
					450 South Orange Ave.
					Suite. 900
					Orlando FL 32801
					Tel:
					Fax:321-120-2134
					Cell:
					Email:
					Web:
780	Coorn	1624 Corrales Road N.W.	Corrales	NM	Cole PB Portfolio II, LP 2555 E.Camelback Road	LEASED
					Suite. 400
					Phoenix  i>Z. 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
781	Denton	1805 Dallas Dr.	Denton	TX	Neo Realty LLC	LEASED
					40-18149th Pl.
					Flushing NY 11354
					Tel: 718-835-3900
					Fax:
					Cell:
					Email:
					Web:
782	Murray	8041 S. Stata St.	Murray	UT	John H. Ashby	LEASED
					30 Northridge Avenue
					Sandy Clly UT 84092
					Tel: 801-157-6617
783	Orem	280 S. State St.	Orem	UT	Cole PB Portfolio I, LP	LEASED
					2555 E. Camelback Road
					Suite. 400
					Phoenix  />Z. 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
785	Waco	581 N. Valley Mills	Waco	TX	ATTN: Donald K Denbo	LEASED
					Pap Boys
					General Offices
					1122·24 West WashingtonBoulevard
					Los Angeles CA 90015
786	Waco	581 N. VaUey MIUs	Waco	TX	Michael J. Vaughn	LEASED
					Waco Financial Corporation
					P.O. Box 959, 579 Westview V!Uage

					Waco TX 76710
789	Admiral	7806 E. AdmiralPlace	Tulsa	OK	The Albert & Jacldin Yamin Trust	LEASED
					PO Box 2031
					UniversalCity TX 78148
					Tel: 311-071-2613
					Fax:
					cell:
					Email:
					Web:
790	Rialto	505 E. FoolhRI Blvd	Rialto	CA	Trustee for tho Grace Chiang Trust	LEASED
					18151 Tnlrd Slreat
					Fountain Valley CA 92708
					Tel: 714-496-6388
					Fax:714-498-6385
790	Rialto	505 E. Footnlll Blvd	Rialto	CA	Mei-HwaCnen	LEASED
					Bank of the West
					AlBA# 121100782/ Account Number 771009727
					19006 Brookhumt Street
					Huntington Beocn CA 92648
					Tel:714-4gs-s386
					Fax:714-4gs-s355
792	Santa Fe Springs	11450 E Washington Blvd	Wnlttler	CA	ATTN: John R. Cauffman Trustee of the Fern Cauffman Trust	LEASED
792	Santa Fe Springs	11450 E Washington Blvd	Wnlttlar	CA	DianeWUey Realty Investments, Inc.	LEASED
					600 CUedelDrive
					Commerce CA 90040
					Tel: 323-386-7595
					Fax: 323-388-7859
793	Sandy	9319 South 700 East	Sandy	UT	G. Rex Frazier	LEASED
					Price Development Company, LP.
					Plaza 9400
					SDS-12-2471
					P.O. Box88
					MinneapoUs MN 55488-2471
					Tel: 801-148-3911
					Fax: 801-148-0751
					Cell:
					Emaii:A/R · Dave Morgen
					Web:
794	Sugnrhouse	2100 South 700 East.	SaH Lake City	UT	Dee’s, Inc.	LEASED
					777 East2100 South
					SeK Lake City UT 84106
797	Hymeedow	13729 Research Blvd.	Austin	TX	cnorry sm11n	LEASED
					FederalWnolesalo Toy Co., Ltd.
					Senior Properly Manager
					c/o Grubb & EDis Management Services, Inc.
					40 NE Loop 410,Sulta 607
					San Antonio CA 78216
					Tel: 211-080-4639
					Fax: 211-082-7880
					Cell:21Q.061-3632
					Emall:cherry.smllh@grubb-oUis.com
					Web:
798	Lake Forest	22671 Lake Forest Drive	Lake Forest	CA	Greg D. McCieUand 3100 Bristol Street	LEASED
					Costa Mesa CA 92636
799	Huntington Beach	19122 Brookhurst St	Huntington Beach	CA	Rose Barrantos CPM, CSM King CoOler Plaza, LLC & Fairfax Group, LLC	LEASED
					Sr. Property Manager
					c/o Vestar Property Management
					7575 Carson Blvd,
					Long Beach CA 90808
					Tel: 562-293-1722
					Fax: 562·293-1744
					Cell:
					Email:
					Web:
800	Temecula	40605 Winchester Rd	Temecula	CA	Marcia Ann Hanigan	LEASED
					c/o David N. Del Sesto, CPA
					2101East Fourth Street, Suite 160B
					Sonia Ana CA 92705
					Tel: 714-428-9078

801	Santa Maria	1723 S. Broadway		Santa Maria	CA	Ms. Susan Pazdan	LEASED
						Central Santa Maria, LLC
						P.O.Box 429
						Santa Marfa CA 93458
						Tel: 805-577-0070
						Fax: 805-577-0030
						Cell:805-543-2484
						Email:
						Web:
802	Harbor Boulevard	1107 S.Harbor Blvd.		Santa Ana	CA	The Pep Boys · Manny, Moe & Jack of CaiWornla	LEASED
						Attn: Vice President of Real Estate
						3111 West Allagheny Ave.
						PhiladalphiB PA 19132
						Tel:
						Fax:
						cell:
						Email:
						Web:
802	Harbor Boulevard	1107 S. Harbor Blvd.		Santa Ana	CA	Nancy J.Detert	LEASED
						Harbor Associates
						9420 Reseda Blvd.,#333
						Northridge CA 91324·2974
						Tel: 31().()68-7373
						Fax:
						Cell:
						Email:dreampropartlas7777@yahoo.com
						Web:
803	Long Beach	4645 E Pacific Coast Hwy		Long Beach	CA	Laszlo Kovacs	LEASED
						P.O.Box 4686
						Long Beach CA 90804
804	Salem	399 Lancaster Drive Northeast		Salem	OR	Chuck larkin	LEASED
						PEP Boys .. Manny Moe & Jack, Inc.
						National Director of Real Estate
						3111 W. Allegheny Ave.
						Philadalphla PA 19132
						Tel:215-543-9240
						Fax:215·543-4664
						Cell:267-787-8565
						Email:chuck_lerl<ln@papboys.com
						Wab:
604	Salam	399 lancaster Drive Northeast		SeiBm	OR	John Whitesell	LEASED
						393 Aaron Court
						Salam OR 97301
						Tel:
						Fax:
						Cell:
						Email:)whlleselt12345@msn.com
						Web:
804	Salem	399 Lencastor Drive Northeast		Salem	OR	Senior Counsel	LEASED
						Pep Boys
						3111 West Alleghany Avenue
						Philadalphla PA 19132
						Tel:
						Fax:
						Cell:
						Email:
						Web:
806	Orange	215 East Katelle Ave		Orange	CA	Ms. Kathleen Duffy	LEASED
						WohiiOmnge LLC
						14 Corporate Plaza, Sulte110
						Newport Beech CA 92660
						Tel: 949-995-0115 5
						Fax:949-995-0123
						Cell:
						Email:
						Web:
808	SantaClarita	20600 Golden Triangle Rd	Santa Clarita		CA	clo Realty Investments	LEASED

					1801 Avenue of the Stars,Sullo 935
					Los Angeles CA 90067
					Tel:31CJ..077-0077
					Fax: 31CJ..077-ll677
808	Santa Clarita	20600 Golden Triangle Rd	Santa Clarita	CA	College Tuition c/o Primel and Management	LEASED
					Attention:HonnozFaryab and Mehrdad
					1801 Avenue of the Stars, Suite 1404
					Los Angeles CA 90067
					Tel:310-ll78-5858
					Fax: 31CJ..078-5860
809	Anaheim Hills	8205 E.Santa Ana Canyon	Anaheim	CA	Lou Weiner	LEASED
					Walnar Famlly Trust
					3 Thunderbird Drtva
					Newport Beach CA 92680
					Tel: 949-971-7679
					Fax:949-971-6686
					Cell:
					Emaltmyloulsj@aol.com
					Web:
810	Normal Heights	3550 ElCajon Blvd	Normal Heights	CA	Debbie Jenkins	LEASED
					Groundspark Umited, a UK Corporation
					AnstyHouse
					Henfleld Road. Small Dole
					West Sussex,England, U.K. BN5 9XH
					Tel:
					Fax:
					Cell:
					Email:debbie@anstyhouse.co.uk
					Web:
812	Chino Hlllo	4046 Grand Avenue	Chino	CA	SY Ventures Ill.LLC	LEASED
					Department #2194
					Los Angeles CA 90084-2194
813	EICajon	201 Jamacha Road	EICajon	CA	Drew Properties	LEASED
					c/o Environs West
					P.O.Box 2537
					LaMesa CA 91943-2537
					Tel:
					Fax:
					Cell:
					Email:
					Web:
814	Redondo Beach	1800 Artesia Blvd	Redondo Beach	CA	Thomas J Cox	LEASED
					Redondo Beach City SchoolDistrict
					Assistant Superintendent Administrative Setvlces
					1401 Inglewood Ave.
					Redondo Beach CA 90278
815	Vallejo	182 Plaza Drive	Vallejo	CA	Gale Zander	LEASED
					Centro WallProperty Owner II, LLC
					Dopartmant 918CJ..153015
					Los Angeles CA 90084-9180
					Tel: 31()..031-5061
					Fax: 31()..031-5067
					Cell:
					Email:
					Web:
817	Orland Park	15911S. Lagrange Road	Orland Park	IL	Palos Sank & Trust Company, as Trustee	LEASED
					c/o Mr. Art TabUs
					19 Conmerce Drive
					Palos Perk IL 60484
819	SummarUn	7399 West Lake Mead Boulevard	Las Vegas	NV	American Paclfk: Capital	LEASED
					8350 West Sahara Ave
					Sulto210
					Las Vegas NV 89117
					Tol: 702-225-5751
					Fax: 702-285-7733
					Cell:
					Email:
					Web:www.GreotAC.com
820	Cicero	2501 South Cicero Avenue	Cicero	IL	NationalRetail Properties, LP	LEASED
					Attn: Vice PresidentAsset Management
					450 South Orange Ave.
					Ste.900

					Orlando 32801
					Tel: 321·120-2134
					Fax:
					Cell:
					Email:
					Web:
823	Brickyard	6811 West Grand	Chicago	IL	National Retail Properties, LP	LEASED
		Avenue			Attn: Vice President Asset Management
					450 South Orange Avo.
					Sle. 900
					Or1endo 32801
					Tel: 321·120-2134
					Fax:
					Cell:
					Email:
					Web:
825	Arlington Heights	375 Rend Road	Arlington	IL	Cole PB Portfolio II.LP	LEASED
			Heights		2555 E.Camelback Road
					Sue 400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
827	San Carlos	1087 Old Country Road	San Carlos	CA	The WIUiam E. Moore and Desiree B. Moore Trust LEASED
					303 Olive HUILone
					Woodside CA 94082
					Tel:
					Fax:
					Cell:
					Email:
					Web:
627	San Carlos	1087 Old Country	San Carlos	CA	W.E. (Bill) Benry	LEASED
		Road			Kelly-Moore Paint Company, Inc.
					Real Estate Manager
					987 Commercl Street
					San Car1oa CA 94070
					Tel: 650-089-8337 121
					Fax:650-059-8382
628	East San Jose	2730 Story Road	San Jose	CA	Arthur & Mlldrad Welsbe’l!	LEASED
					c/o Arthur Weisberg
					Trustees of The Revocable Living Trust
					2 AdmiralDrive Se 273
					EmaryvUie CA 94808
832	Brooklyn Center	5900 Shingle Craek	Brooklyn	MN	Bradley Real Estate, Inc.	LEASED
		Pllfl<way	Center		c/o Heritage Realty Management, Inc
					131 Dertmouth Street
					Boston MA0211S.5134
					Tel: 617·724-2200
					Fax:617-726-0885
					Cell:
					Email:WMY.heritagerealty.com
					Web:
833	Redlands	1650 W.Redlands	Redlands	CA	Cole PB Portfolio II, LP	LEASED
		Blvd			2555 E.Camelback Road
					Sulte400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
836	Temple City	5439 N. Rosemead	San Gabrtal	CA	Craig Turner	LEASED
		Blvd			A & M Enterprisoa
					1033 S. Framont Avo.
					Alhambra CA 91803
					Tel: 626-64&.2945
836	Temple City	5439 N. Rosemead	San Gabriel	CA	Julie Bustad, H15	LEASED
		Blvd			Indianapolis Life Insurance Co. c/o AmerUs
					699 Walnut StraeSuite 1700
					Das Moines lA 50309-3945
					Tel:51&.536-3600

					Fax: 515-536-3631
					EmaiL:Sieve Amand-Sr.Loan Admin·
838	EICarrito	11555 Sl!ll Pablo Avenue	EICerrito	CA	WllliamCoslello	LEASED
					c/o Borelli Investment Company
					Property Manager
					2051 Junction Avenue
					Sulte100
					San Joee CA 95131-2100
					Tel:408-845-4700
					Fax:408-845-5636
					Cell:
					Email:btn@borelll-lnv.com
					Web:www.boteiiJ.Inv.com
840	Sunnyvale	152 West ElCamino Real	Sunnyvale	CA	Dennis M. Berryman	LEASED
					Paclfic Development Group II
					One Corporate Plaza
					PO Box3060
					Newport Beech CA 92658
					Tel:949-976-8591
					Fax:949-976-8584
					Cell:
					Email:
					Web:
841	Covina	1240 North Azusa Ave	Covina	CA	Howard California Properties UC	LEASED
					c/o REJM CommercialProperties
					P.O. Box 6366
					Burbank CA 91510
					Tel: 818-864-4141
					Fax: 816-884-0472
					Cell:
					Email:
					Web:
844	Cathedral City	31-505 Date Palm Drive	Cathedral City	CA	VICtoria Arellano	LEASED
					Golden Mile Investment Co., c/o EIUot Megdal and Property Manager
					559 South Palm Canyon Drive, Suite B-212
					Palm Springs CA 92264-7468
					Tel: 760-032-2171
					Fax: 760-032-0783
846	Joliet	1824 West Jefferson St	JoUol	IL	National Retail Properties, LP	LEASED
					Attn: Vice President Asset Management
					450 South Orange Ave.
					Sle.900
					Orlando 32601
					Tel: 321-120-2134
					Fax:
					Cell:
					Email:
					Web:
848	Salam(NH)	524 South Broadway	Salam	NH	Gary R. Belowlch	LEASED
					P.O. Box 620828
					Newton Lower Falls MA 02462
					Tel: 617-752-7750
					Fax: 617-798-1174
					Cell:
					Email:gbelowlch@remlcprop.com
					Web:
850	Nashua	274 Amherst Street	Nashua	NH	Cola PB Portfolio II, LP	LEASED
					2555 E.Camelback Road
					Suite 400
					Phoenix I>Z. 85018
					Tel:
					Fax:
					Cell:
					Email:
					Web:
652	Rockford	5490 East Stale Slrael	Rockford	IL	Sunil Pun	LEASED
					clo First Rockford Group, Inc.
					6801Spring Creek Roed
					Rockford IL 61114
					Tel:815-522-3000
					Fax: 815-522-3001

853	Creslwood	13401South Cicero Ava	Creslwood	IL	Michael H. Rose	LEASED
					GraetSanc Trust Company, as Trustee
					location Finders International, Inc.
					533 Ashland Avenue
					Chicago Heights IL 60411
854	North Hollywood	6065 Lenkershlm Blvd	North Hollywood	CA	NNN Acqulslllons, Inc.	LEASED
					Attn: Vice President Asset Management
					450 South Orange Avo.
					Ste.900
					OMando FL 32801
					Tel:
					Fax: 321-120-2134
					CaD:
					Email:
					Web:
855	Gallup	702 North U.S. 491	Gallup	NM	Wilshire Herllaga, LLC	LEASED
					c/o Coreland Companies
					P.O. Box 51377
					Los Angeles CA 90051-5677
					Tat:
					Fa)(:
					Cell:
					Email:
					Web:
857	Atwater V lege	3332 San Fernando Rd	Los Angeles	CA	RPH Industrial, LLC	LEASED
					c/o RREEF Management Company
					14724 Ventura Boulevard, Sufte 401
					Sherman Oaks CA 91403
					Tel:818-838-0605
					Fax: 818-838-0905
					Cell:
					Email:
					Web:
856	Chicago Ridge	10100 S.Ridgeland Ave	Chicago Ridge	IL	Anne Hart	LEASED
					Senior lease Analyst
					535 Boylston Street
					Boston MA 02116-3766
					Tel: 617-724-2200
					Fax: 617-726-0665
					Email:LegalOept. Fax 617-267-4557
859	Hanford	12th Avenue & Locey Blvd	HanlOrd	CA	CentennialCapllalLP	LEASED
					c/o Safco Capital Corporation
					1850 S Sepulveda Boulevard
					Suite200
					Loa Angeles CA 90025
					Tel:
					Fax:
					Cell:
					Email:
					Web:
660	Granada Hills	11130 Balboa Blvd	Granada Hills	CA	Richard Catano and Evy Delano	LEASED
					4389 Park Viconte
					Calabasas CA 91302
860	Granada Hills	11130 Balboa Blvd	Granada Hills	CA	General Counsel	LEASED
					Pacific Realty Associates, LP
					Tenant No. 3ptr5538 pepbo860
					15350 SW Sequoia Parkway
					Suite 300
					Portland OR 97224
					Tel: 503-362-6300
					Fax: 503-362-7755
					Cell:
					Email;
					Web:
866	Hemet	2050 West Florida Ave	Hemet	CA	Joel B. Konars	LEASED
					Towne & Country Investments, Inc.  do JoelB.
					30 Cortnthlen Walk
					Long Beach CA 90803
					Tel: 310-043-7467
					Fax: 310-043-0713
871	Inver Grove Heights	1426 East Mendota Road	Inver Grove Heights	MN	JoAM	LEASED
					VanSoulh LimKed Partnership c/o Fine Associates
					191610S Center

					Minneapolis MN 55402
					Tel: 612-233-2561
					Fax:612-233-3346
872	Rancho DelRay	1000 Tierra Dol Ray	Chula Vista	CA	CralgWCiark	LEASED
					Tierra Comers, LLC
					Tierra Comers, LLC
					4180 La Jolla VIDage Drive, Sullo 405
					La Jolla CA 92037-1472
					Tel: 858-845-7170
					Fax: 1158-845-7260
					Cell:
					Email:cwclarlc:lnc@aot.com
					Web:
873	Stevens Creek	3780 Steven’s Creek Blvd.	San Jose	CA	J.D. Molex Two, LLC 1484 Saratoga Avenue	LEASED
					Saratoga CA 95070-3612
					Tel: 408-837-1813
					Fax: 408-837-4095
879	Panorama City	8521 Van Nuys Blvd	Panorama City	CA	Arieh Greenbaum Panorama Towne Center, LP	LEASED
					9333 Duxbury Road
					Los Angeles CA 90034
					Tel: 310-083-7160
880	Aliso Viejo	26881 Aliso Creek Road	Aliso Viejo	CA	Megan Faircloth Donahue Schriber	LEASED
					4821 Clairement Drive
					San Diego CA 92117
					Tel: 858-827-ll992 14
					Fax: 858-849-0128
					Cell:
					Emall:mfalrclolh@dsrg.com
					Web:
881	Chino	11980 Central Avenue	Chino	CA	Patrick F. Grabowski	LEASED
					12018 Central Avenue
					Chino CA 91710
					Tel: 909-998-3553
					Fax: 909-993-5811
888	Sherman Oaks	6110 Sepulvado Blvd.	Von Nuys	CA	WIDiam and Nancy Lee	LEASED
					2705 North VIsta Court
					Oranga CA 92867
					Tel: 714-499-3924
					Fax: 714-427-0504
					Cell:
					Email:)amming@socal.rr.com
					Web:
889	Lansing	17015 Torrance Avenue	Lansing	IL	National Retail Properties, LP Attn: Vice President Asset Management	LEASED
					450 South Orange Ave.
					Ste. 900
					Orlando 32801
					Tel: 321-120-2134
					Fax:
					Cell:
					Email:
					Web:
890	Des Plaines	1035 East Oakton Street	Des Plaines	IL	Carmine Macchlaroll	LEASED
					Tho Chicago Trust Company
					P.O. Box180
					Lincolnshire IL 90069
					Tel: 647-nJ-9998
					Fax: 239-959-4968
					Cell:
					Email:
					Web:
894	Culver City	4520 South Sepulveda Boulevard	Culver City	CA	Amos Khasigian and Anna Khaslglan, Husband	LEASED
					418 N. Fourth Street
					Fowler CA 93625
898	Sanleo	10041 Mission Gorge Rd.	Sanleo	CA	Edwin Praver Prover Bros. Investments	LEASED

					10255 Century Woods Dr.
					Los Angeles CA 90067
					Tel:
					Fax:
					Cell:
					Email:
					Web:
905	Fajardo	Km 43.4 Carretera Estate	Fajardo	PR	EP Plaza, LLC	LEASED
		Cerr194			P.O. Box 362983
					San Juan PR 00936-2983
					Tel:
					Fax:
					Cell:
					Email:
					Web:
906	Juana Dlaz	Carretera Estate Pr 149 lnt	Juana Dlaz	PR	Edgardo Julian Rivera Gomez and his wtfo Blanca	LEASED
		Carretera Estate Pr			2004 Aberdeen, CoDegeviHe
					Guaynabo PR 00989
					Tel:787-772-6000
					Fax: 787-779-3000
					Cell:
					Email:
					Web:
907	San German	Carretera Estate#122 Km 1.1	San German	PR	DDR Camino RealLLC, S.E.	LEASED
					3300 EnaJjlriae Parkway
					Beachwood OH 44122
					Tel:
					Fax:
					Cell:
					Email:
					Web:
908	Hatilia	Carratera Esla!al#2 Km 82.4	Hatilia	PR	Pablo Caban Nunez	LEASED
		Barrio Carrizales			Inca Realty CoJjlOmtion
					President
					P.O.Box 141211
					Areclbo PR 00614
					Tel:
					Fax:
					Cell:
					Email:
					Web:
909	Cayey	Plaza Cayey Phase Jll.P.R. 1	Cayey	PR	Kaustab Banarjee	LEASED
					DDR Cayey LLC, S.E.
					c/o DDR Caribbean Property Management LLC
					Tel: 218-675-5622
					Fax: 218-675-1712
					Cell:
					Email:kbanerjae@ddrc.com
					Web:
910	Humacao	Carretera Estate#3 Km 77.78	Humacaco	PR	DDR Palma Real LLC, S.E.	LEASED
		Barrio RloAbajo			3300 Enterprise Petkway
					Beechwood OH 44122
					Tel:
					Fax:
					Cell:
					Email:
					Web:
911	Isabela	Intersection Pr494 Km 111.6	Isabela	PR	DDR lsebela LLC, S.E.	LEASED
		Barrio Arenales			3300 Enterprise Parkway
					Beachwood OH 44122
					Tel:
					Fax:
					Cell:
					Email:
					Web:

912	Caguas	Ave. Rafael Conlero lnler.Pr-30	Caguas	PR	Jean Sheridan	LEASED
		Barrio Bairoa			FW Caguas RetaU Joint Ventura
					c/o Kimco ReaHy Corporallon
					3333 New Hytle Perk Road
					PO Box 5020
					New Hytle NY 11042-0020
					Tel: 516-686-7162
					Fax:
					Cell:
					Email:
					Web:
913	Levittown	Los Oomlnlcos #866	Levittown	PR	Rodriguez Vila Investments, Inc.	LEASED
					c/o Levitt Homes
					P.O. Box 2119
					San Juan PR 00922-2119
913	Levittown	Loa Domlnlcos #866	Levittown	PR	Estela Valles, Esq.	LEASED
					Levitt Homes
					Galerie San Patricio, Calle Tabonuco 8·5
					Guaynabo PR 00968
913	Levittown	Los Oominicos #886	levittown	PR	Senior Orlando Rodriguez	LEASED
					Rodriguez V\Ja Investments, Inc.
					c/o Levitt Homes
					Galeria San Patricio, CeDe Tebonuco B-5
					Gueynabo PR 00968
					Tel: 787-779-4053
					Fax: 787-771-2495
914	Carofina	State Road 3,Km 14.0 Los	Carolina	PR	Jean Sheridan	LEASED
		Cotobus Shopping Center			KIM-SAM PR Retail, LLC
					c/o Kimco RaaHy Corporation
					3333 New Hytle Park Rood,SuRe 100
					PO Box 5020
					Now Hytle Park NY 11042-0020
					Tel: 516-686-7162
					Fax:
					Cell:
					Email:
					Web:
916	South Caguas	Route 1 Gautier Beniter K.M. 37.5	Caguas	PR	Robert CaiTBdy	LEASED
					Regency Caribbean Enterprises, Inc., a Puerto
					1512 Fernandez Juncos Avenue
					Sonturce PR 00909
917	65th & Infantry	Inti. Paganlni, Barrio Sbona	Rio Riedras, Puerto Rico	PR	cJo Jose Corders, Jr.	LEASED
					Ysiam Corporation
					Vice President Almacenes Riviera
					De Diego No. 101Eaq. ForrocarrU
					Rio Piedras PR 00925
					Tel: 787-775-1616
					Fax: 787-775-2847
918	NorthBayamon	Corretera Estatal#29 lnt Carretera	Bayomon	PR	CDR Del Sol LLC, S.E.	LEASED
		Estatal #167			300 Enterprise Parkway
					Beachwood OH 44122
					Tel:
					Fax:
					Cell:
					Email:
					Web:
920	North Mayeguez	Carretera Estatal #2  Km 149.5	Meyaguoz	PR	SFS Mayaguaz LP	LEASED
		Barrio Sabanetaa			c/o Ktmco Realty Corporation
					3333 New Hytle Park Road
					PO Box5020
					New Hyde Pafi NY 11042-0020
					Tel:
					Fax:
					Cell:
					Email:
					Web:
921	Tru)Uto Alto	Carretara Eatatal #81 Km 4.4	Tru)Hio Alto	PR	MiguelA.Maldonado
		Barrio Cuevas			Plaza San Miguel, Inc, a Puerto Rico corp., c/o	LEASED
					President
					Avonlda Munoz Rivera 867,Bldg Ricq Ctr, 1st
					Rio Piedras PR 00925
922	Juncos	Cerretera 31 K.M. 24 Barrio Coiba Norte	Juncos	PR	Jennifer Hotflnda The Sembler Company	LEASED

					5858 Central Avenue
					51. Pal8fllburg FL 33707
					Tel: 727·73 00
					Fax:727·734-4272
					Call:
					Email:
					Web:
924	Guayama	Carrelera Eslalal #54, Krn 0.9	Guayama	PR	NNNPBY, LLC	LEASED
		Desvio Del Sur			AHn: Vice President-Asset Management
					450 South Orange Ave.
					Ste.900
					Orlando FL 32801
					Tel:
					Fax: 321·12().2134
					Cell:
					Email:
					Web:
925	Aguadina	Carretera Astarol#2 K.M. 124.8	Aguadina	PR	Jorge Perez	LEASEO
		Bo. CBrTOies			Almacenes ArUope, Inc.
					Carretera Estatal Numaro 2, Kilometer 124.7
					Aguadllla PR 00605
927	Rio Grande	Carretera Estatal #3 Km 22.8	Rio Grande	PR	Edgardo Julian Rivera Gomez and his wife Blanca	LEASED
		Barrio Clenaga Baja			2004 Aberdeen, Collegeville
					Guaynebo PR 00969
					Tel: 787·772-6000
					Fax: 787-779-3000
					Cell:
					Email:
					Web:
930	Campo Rico	Ave Campo Rico Inter. 248	Rio Piedras	PR	SalehYassin	LEASED
					J.T.P. Development Corp.
					1086 Munoz Rlvera Avenue
					Rio Pladres PR 00927
969	Lawndale	14411South Hawthorne	Lawndale	CA	Bankers Life Company	LEASED
					711 High Street
					Des Moines lA 50307
969	Lawndale	14411South Hawthorne	Lawndale	CA	Alpha Bela Company	LEASED
					Real Estate Department
					1100 West Artesia Blvd.
					Compton CA 90220
					Tel: 31().088-2885
					Fax:
					Cell:
					Email:
					Web:
970	Crenshaw & Rodeo	3737 Cnsnshaw Boulavard	Los Angeles	CA	K. Joseph Shebenl, Esq.	LEASED
					Crown Crenshaw Plaza, LLC
					c/o Shabanl, Green & Waterman
					1501 Avenue of !he Stars, Sulte1035
					Los Artgelas CA 90087·5802
					Tel:31().020·8991
					Fax.: 31().027·5955
					Cell:
					Email:
					Web:
972	Victorville	14475 7Th Stroot	Victorville	CA	CETUS Enterprises, Inc.	LEASED
					1641 Perkins Dr.
					Arcadia CA 91008
					Tel: 626-883-0693
					Fax:626-683-0593
					Cell:
					Email:keithchueng@yahoo.com
					Web:
974	Pittsburg	2240 Loveridge Road	Pittsburg	CA	Chuck Larkin	LEASED
					PEP Boys · Manny Moe & Jack,Inc.
					National Director of RealEstate
					3111 W.Alleghany Ave.
					Phlledelphla PA 19132
					Tel: 215-543-9240

					Fax: 215-543-4684
					Cell:267-787-8585
					Email:chuck_larkln@pepboys.com
					Web:
974	Pittsburg	2240 Loveridge Road	Pittsburg	CA	NeUo Santacroce	LEASEO
					Sabey Development
					9057 SoquelDrive, Bldg. B, Suite B
					Aptos CA 95003
					Tel:
					Fax:
					Cell:
					Email:
					Web:
974	Pittsburg	2240 Loveridge Road	Pittsburg	CA	Rose Bertolero	LEASED
					Navlal’s
					1440 Marie Lane,Suite 300
					Walnut Creek CA 94596
975	WestHftls	6325 FeUbrooi<Avenue	Woodland Hills	CA	MichaelProchello	LEASED
					c/o Financial Management Group
					1900 Avenue of the Stars, Suite 2475
					Los Angeles CA 90067
					Tel:310-028-0788 206
					Fax: 310-028-0779
					Cell:
					Email:mlchael@fmgrp.com
					Web:
978	Clairmont	4441 Genesee Avenue	Sen Diego	CA	F.F.R.Fisher	LEASED
					1417 Antigua Way
					Newport Beech CA 92660
					Tel: 949-954-8606
					Fax:
					Cell:
					Email:
					Web:
978	Clairmont	4441 Genesee Avenue	Sen Diego	CA	Nigel Fisher	LEASED
					Tel: 714-479-5068
					Fax:
					Cell:714-433-4827
					Email:
					Web:
979	Streamwood	160 North Barrington Road	Streamwood	IL	Morando Barrettinl	LEASED
					The Old Second National Bank, as Trustee and
					c/o Berco Realty, Inc.
					227 South River Street, Sullo 100
					Aurora IL 60506
980	Chico	1501 Mangrove Avenue	Chico	CA	Pacific Development Group II	LEASED
					One Corporate Plaza- P.O. Box 3060
					Newport Beach CA 92656
					Tel:949-976-8591
					Fax:949-976-8584
985	Monrovia	201 West Huntington Road	Monrovia	CA	Ch111’1es Foulger	LEASED
					201 Monrovia LLC
					17045 Edgewater Lena
					Huntington Be-CA 92649
					Tel: 909-976-2700
987	Round lake	818 East Rotnns Road	Round Lake Be-	IL	Stella Dekel	LEASED
					Slda Enterprtses, ltd., a CA limited partnership
					Property Manager
					cio Kamay Management Co.
					12011 San Vicente Blvd., Suite 700
					Los Angelea CA 90049-4949
					Tel: 310-082-5637
					Fax:310-047-4712
					Cell:310-047-5633
					Email:dvk@karney.net
					Web:
995	EI Centro	902 North Imperial Avenue	El Centro	CA	Cole PB Portfolio t, LP 2555 E. Camelback Rood	LEASED

					Suite 400
					Phoenix AZ 85016
					Tel:
					Fax:
					Cell:
					Email:
					Web:
997	La Habra	125 West ImperialHighway	La Habra	,:A	Donald E. Votaw	LEASED
					Subtrust, Votaw Trust, Davis Trust
					301 W.lmpGrialHwy
					La Habra CA 90631
997	La Habra	125 Weot ImperialHighway	La Habra	:A	Sheldon J Fleming	LEASED
					Fleming & Allen, LLP
					2030 Main Street Sue 1300
					Irvine CA 92614
1003	Cidra	SR PR 172 & PR 787, KM 12.5,	Cidra	PR	Ms. Anna Valaquea	LEASED
		Bayamon Ward			B.V. Properties, Inc.
					Yauco Plaza 1
					Shopping Canter #137
					Youco PR 00698
					Tel: 787-785-5994
					Fax:
					Cell:
					Email:
					Web:
1011	Bloomington	433 North Jacobs Stroot	Bloomington	IN	Jerry Gates	LEASED
					Whitehall Crossing,L.L.C. & SKG L.L.C.
					542 S. College AvenueiP.O. Box 209
					Bloomington IN 47402
1014	Bridgewater	735 Promanade Boulevllld	Bridgewater	NJ	C/o Klmco Realty Corporation	LEASED
					3333 New Hyde Pork Road, P.O. Box 5020
					New Hyde Pork NY 11042-D020
1048	Paterson	261Mclean Blvd.	Paterson	NJ	Richard Rushton	LEASED
					Me Lean Blvd Retail Canter, LLC
					271 Rte. 46 West
					Ste. B201
					Felrfoeld NJ 07004
					Tel:
					Fax:973-38 288
					Cell:
					Email:
					Web:
1049	Dysert Rood	Dysert Rood	Goodyear	AZ	Steve Park	LEASED
					SMPIII, LLC
					3600 Birch Street
					Sullo 200
					Newport Beach CA 92660
					Tel: 949-925-D700
					Fax: 949-925-3541
					Cell:
					Email:
					Web:
1049	Dysert Rood	Dysart Road	Goodyear	AZ	Steve Park	LEASED
					GLT Holdings, L.P.
					3600 Birch Street
					SuRe 200
					Newport Beech CA 92812
					Tel: 949-925-0700
					Fax: 949-925-3541
					Cell:
					Email:
					Web:
1510	Bensalem	3373 Progress Drive	Bensalem	PA	Joseph Dlsgldlo	LEASED
					301State Rood
					Croydon PA 19021
					Tel:
					Fax: 215-578-6085
					Cell:
					Email:
					Web:
1511	La Mirada	14379 Industry Circle	La Mirada	CA	Art Smith	LEASED
					VoVIC Partners, LLC
					26 Corporate Plaza

					SuKe260
					Newport Beach CA 92660
					Tel: 949-964-8648
					Fax: 949-964-8695
					cell:
					Email:
					Web:
1512	Warehouse Direct W.	4411McGulm Street	NorthLesVogas	NV	ProLogis NA3 LLC	LEASED
	Nevada				3555 W. Reno Ave.
					SuttoF
					Las Vegas NV 89118
					Tel: 702-289-9292
					Fax:
					Cell:
					Email:
					Web:
1514	Warehouse Direct	6510-11 Jimmy Corter Blvd.	Atlanta	GA	Lit/Hodges IndustrialTrust	LEASED
	Atlanta				3350 Rlverwood Pkwy.
					Ste.850
					Atlanta GA 30339
					Tel:
					Fax:
					Cell:
					Email:
					Web:
1601	CerWash	North MUitary Trail and Green	GotfView	FL	M. Lynwood Bishop,Jr.	LEASED
					Gotfview ShoppingPlaza Associates, UP
					6508 Travis Road
					West Palm Beach FL 33408
					Tel:
					Fax:
					Cell:
					Email:
					Web:
5086	Westgmve Texas	2611 Wostgrove Ste.103	Carrollton	TX	Drybem Ill, Ltd.	LEASED
	Office				c/o Dryden Company
					PO Box2189
					Addison TX 75001
					Tel:
					Fax:
					Cell:
					Email:
					Web:
5094	Burlington Training	2058 Route130 South	Edgewater Park	NJ	City Select Properties,Inc.	LEASED
	Center				165Cove Road
					Moorestown NJ 08057
					Tel:
					Fax:
					Cell:
					Email:
					Web:
5121	WhAeMol’llh	5024 CampbellBoulevard, Suite	K WMe Marsh	MD	Corporate Office Properties, L.P.	LEASED
					P.O.Box 64521
					BaRimore MD 21264-4521
					Tel:
					Fax:
					Cell:
					Email:
					Web:
6126	Indianapolis Display	1414 S.West St.	Indianapolis	IN	T. Joseph Dally	LEASED
	Warehouse				Merchandise Warehouse Co., Inc.
					Vice President G.M.
					1414 South West St.
					P.O. Box 575
					Indianapolis IN 46206
					Tel:
					Fax:
					Cell:
					Email:
					Web:
6128	San Bernardino	300 S. Tippecanoe Avenue	San Bernardino	CA	Westgate No.1, L.P.	LEASED

Werohousa	c/o Hillwood Investments
	105 No.Leland Norton Way
	Su«a3
	Sen Bernardino CA 92408
	Tel:
	Fax:
	Cell:
	Email:
	Web:

Schedule 5.09

Environmental Matters

Attatched

ACTIVE SITE REMEDIATIONS AS OF DECEMBER 2008

STORE#	CITY	STATE	CASE/PROJECT	STATUS
4	Raleigh	NC	lift Removal	State overseeing remediation of lift removal.  No potential groundwater effected. Currently awaiting_response from State.
7	Bustleton	PA	Oil/Water Separator	Area surrounding former oil/water separator being investigated - awaiting response from Landlord (Kimco Realty)
18	Quakertown	PA	UST Closure	PA Department of Environmental Protection (PADEP) requested a workplan to further characterize the site. Consultant preparing plan.
40	Edgewater Park	NJ	UST Closure	Report submitted to the State requesting no further action (NFA).  New Jersey Department of Environmental Protection (NJDEP) requested further info which consultant responded; awaiting State response
55	Hazlet	NJ	SI!RI	Ongoing remedial investigation of groundwater.  NJDEP accepted deed notice and groundwater monitoring. Consultant working to receive access with neighbor in order to place downgradient wells and review whether a wetlands permit may be required.
65	Frederick	MD	Oil Spill Incident	Spill Case No. 02-1-061FR opened with MD Department of Environment (MOE) - The spill had been clean up and consultant forwarded information to MOE for closure of Incident
72	Laurel	MD	Lift Removal	Consultant submitted a Site Investigation Report to MOE requesting NFA
83	Richmond	VA	Lift Removal	Lift removed. Report submitted to VA Department of Environmental Quality (VADEQ) requesting NFA.
103	Richmond	GA	Soil Investigation	Investigation of soils in area of former gasoline UST and in areas during pre-construction - consultant to investigate
115	Roswell	GA	Lift Assessment	Assessment performed on leaking lift. No report to State since groundwater not affected.  Recommend remediating soil when lift is decommissioned.
122	Panama City_	FL	UST Closure	State requiring further soil and GW investigation
146	Nashville	TN	Lift Removal	Potential release. Consultant scheduling investigation
150	Matthews	NC	Lift Removal	State requires remedial investigation and possible cleanup.
151	Knoxville	TN	Lift Removal	Lift removed and minor soil contamination identified and remediated. Awaiting word from the State on whether additional investigation is necessary.
246	Columbus	OH	Lift Removal	Lift removed, soil disposed of off-site.  Report submitted to state recommends NFA.
607	Pasadena	CA	Remedial Investigation	Awaiting response from the State on remedial investigation workplan
623	Santa Barbara	CA	Site Remediation	Santa Barbara Fire Department (SBFD) closed UST case, however Regional Water Quality Control Board (RWQCB) opened spills, leaks, investigations & cleanups (SLIC) case for groundwater. Currently in conversations with RWQCB on possible corrective action plan, however Pep Boys believes that the contamination does not stem from our activities.
652	Los Angeles	CA	UST Closure	Awaiting response from the State on remedial investigation workplan
659	Tempe	AZ.	NOV Response	Soil remediated adjacent to waste oil aboveground storage tank and post-excavation sampling indicated NFA. Report submitted and awaiting response; NFA anticipated
734	San Antonio	TX	Lift Assessment	Lift removed and soil contamination identified.  Consultant to delineate area surrounding former lift.
810	San Diego	CA	Close Vapor Wells	File review indicated 5 extraction/verification wells identified behind our store. Upon site inspection only 3 wells were present. Consultant closed 3 identified wells and submitted well closure report to San Diego Department of Health (SO DOH) requesting closure
823	Chicago	IL	SLB Site	Environmental reports identified contamination in area of former hydraulic lifts and UST. Consultant recommended to Illinois Environmental Protection Agency (IEPA) no further remediation (NFR) based upon Tiered Approach to Corrective Action (TACO) regulations. IEPA requested additional borings site work to take place week of 1/8/09. IEPA case manager to forward draft NFR letter.
829	Fremont	CA	Waste Oil Spill	NFA received from oil spill. Monitoring wells are scheduled to be abandoned

Schedule 5.10

Insurance

Attached

Casualty Program Policy Period: June 30, 2008 to June 30, 2009 $100M I Fireman's Fund The American Insurance ColllfJilny Limits of Liability: $25,000,000 Each Occurrence $75M $50M $25M Best Rating:A XV Policy Number: SHK 00081346702 $25,000,000 Aggregate $2M $1M $250K #: 28PR200589 (PR) $1,000,000 WC & EL Deductible /SIR /New Hampshire Ins. Co./ AI South Ins. Co./Ins.Co.ofPA Policy #'s: 5145338/5145339/5145340/5145341/5145342/514534 (CA, NV, OH) SIR States

Pep Boys Property Program March 1, 2008 • March 1, 2009 $100M 1';. r•'•. :<• . ,:r; r ;;•.s ;:-:. •.•:,:.: i?f 't'7 r- 'J I' < . l:lA; "'1' il\ I I 100.00% $50M I ,,• ;;S< oo:ooo : ,ri\;,. I . ':ti GEP :SCo('"' ' Swiss Re MontPener . $450,000 $450,000 $450,000 $450,000 $25M 6.67% :6.00% 20% $30,015 $22,500 $90,000 $15M Lexing!tin $1,800,000 60.00% $1,080,000 100.00% 100.00% $250,000 Base Deductible except various cat deductlbles per expiring Stock at Distribution Cen1ers Program above includes $50,000,000 California Earthquake Subllmlt Additional $10,000,000 xis $50,000,000 California Earthquake Is $60,000 Note an Increased subllmlt of Zone A Flood from $5,000,000 to $10,000,000 (occurrence/annualaggregate) Is Included Total premium for this option Is estimated at $2,366,795(excludlng applicable surcharges, fees and taxes) $2,366,795 Premium

Property Program March 1,2008 - March 1, 2009 $100M $50M $25M $15M $250,000 Base Deductible except various cat deductibles per expiring $2,500,000 Stock at Distribution Centers Program above includes $50,000,000 California Earthquake Sublimit Additional $10,000,000 xis $50,000,000 California Earthquake purchased Note an increased sublimit of Zone A Rood from $5,000,000 to $10,000,000 {occurrence/annual aggregate) is included TRIA Coverage placed with Colchester Insurance Company {wholly owned subsidiary of The Pep Boys- Manny, Moe & Jack)

Executive Risk Program Directors' and Officers' liability Insurance 7/1/08 to 111109 Aggregate Umit: $50 million $50MM ,. . ChUbb $10mm Xlll S40mm $40MM ._. ,. $30MM I ''" . "''" ""; Fiduciary liability 7/1/08 to 7/1/09 Aggregate Limit: $20 million Crime Insurance 10/14/08 to 10/14/09 Per Occurrence Limit: $10 million Employment Practices liability Insurance 10/14/08 tp 10/14/09 Aggregate limit: $25 million Chubb $15mm D $15mm $20MM $25MM I'. ,. " . . . 41 ,t:./ . $15MM r:: . "'""":! ,,. $10MIIII $0 r $1,000,000 nllention per loss (lndemnlfiable claims) SO (non lndemnlfiable claims) ChUbb $10inm $50,000 nmmtlon per loss (lndemnlflable claims) $0 (non lndemnlfiable claims) 0 '" . $200,000 deductible $2.5 million retention

Schedule 5.13

Subsidiaries; Equity Interests

Legal Name of Entity	State of Incorporation	Ownership
The Pep Boys – Manny, Moe & Jack	Pennsylvania	Publicly-traded 500,000,000 common shares authorized
The Pep Boys Manny Moe & Jack of California	California	Owned 100% by PBY Corp. 1,000 common shares authorized
Pep Boys – Manny, Moe & Jack of Delaware, Inc.	Delaware	Owned 100% by The Pep Boys – Manny, Moe & Jack 10,000 common shares authorized
Pep Boys- Manny, Moe & Jack of Puerto Rico, Inc.	Delaware	Owned 100% by The Pep Boys- Manny, Moe & Jack 100 common shares authorized
Carrus Supply Corporation	Delaware	Owned 100% by The Pep Boys- Manny, Moe & Jack 1,000 common shares authorized
PBY Corporation	Delaware	Owned 100% by The Pep Boys – Manny, Moe & Jack 100 common shares authorized
Colchester Insurance Company	Vermont	Owned 100% by The Pep Boys – Manny, Moe & Jack 100,000 common shares authorized

Schedule 5.21(a)

DDA’s Attached

CASH CONCENTRATION FLOWCHART

Schedule 5.2l(a)

Wachovia Bank

Attn: Vernon Lucas

One South Broad Street PA 1227

Philadelphia, PA 19107

2100010334619  (concentration)

2100003501909

Banco Popular

Banco Popular de Puerto Rico

Corporate Banking Division 712

209 Ponce de Leon Avenue

Popular Center Building 6th Floor

Hato Rey PR 00918

ATTN: Nicole Loubriel

030-129540  (primary)

030-118093 (payroll)

030-129559 (disbursement)

Wells Fargo

Attn: Megan Donnelly

US Corporate Banking

2 Logan Square, 19th Floor

100-120 N 18th Street

Philadelphia, PA 19103

415-9523406

Bank of America

Attn: Paul J. Delsalvo

MA5-100-08-02

100 Federal Street

Boston, MA 02110

22905000 (Bank of America)

93743702354 (BOFA)

JP Morgan  Chase

Attn: Bradford B. Sahler, VP Treasury Services

695 Route 46, Floor 1

Fairfield, NJ 07004

201-000001559689524 (primary)

(subaccounts)

201-000001559689482

201-000001559689490

201-000001559689508

662-000000618379226

662-000000618379234

662-000000618379242

662-000000618379259

662-000000618379267

662-000000618379275

802-000000304961450

National City Bank

Attn: Eric Kaveny

20 Standwick St, LOC 45-25-195

Pittsburgh, PA 15222

5230154386 (primary)

(subaccounts)

31-0076586775

60-00758112677

01-00981612513

PNC

Attn: Loise M. Pintarelli

Two Tower Center Blvd

East Brunswick, NJ 08816

8502143374

* italicized accounts will receive “notice”

* underlined accounts will have “control agreements”

Schedule 5.2l(b)

Credit Card Agreements

National Processing Company/Bank of America processing agreement

Chase Paymentech processing agreement

First Data debt card processing agreement

American Express Acceptance Agreement

Discover Merchant Services Agreement

GE Private Label Credit Card Agreement

Pep Card

GE Money

Scott Schwalm

950 Forrer Blvd

Dayton, OH 45420

Chase

Linda Callicott Morgan

Project Manager III Merchant Implementation Team

Chase Paymentech Solutions

14221 Dallas Parkway, Bldg II -5th Floor

Dallas, TX 75254-2942

Discover  Network

Caroline Wertman

National Account Specialist

P.O. Box 3011

New Albany, OH  43054

American Express

1116 Chanticleer Drive

Linda Mona

Cherry Hill, NJ. 08003

Concord/Firstdata

3975 NW 120 Ave

Coral Springs Fl. 33065

Attn: Audrey Camacho

Coral Springs, FL  33065

Bank of America

1231 Durrett Lane

Brian Crowder

Louisville, KY  40213-2041

Schedule 5.24

Material Contracts

All documents evidencing Permitted Indebtedness

All documents evidencing management contracts or compensatory plans or arrangements filed as Exhibits to the 34 Act Reports

Merchandise Vendor Agreements with:

Cooper Tire

Johnson Controls - Battery Group

Hankook Tire America Corp

IBM Customer Agreement

IBM Term Lease Master Agreement

AT&T Master Agreement

Schedule 6.02

Financial and Collateral Reporting

The Pep Boys- Manny, Moe & Jacket al.

DUE/NAME OF REPORT	DATE
Monthly or, if applicable, weekly:
·      Borrowing Base Certificate with the following backup:
Borrowing Base backup to be received with BBC:
·      Inventory Stock Ledger summary
·      Schedule detailing In-Transit FOB Inventory (from G/L)
·      Schedule detailing In-Transit to Puerto Rico (from G/L)
·      Schedule detailing Stores In transit to DC- Overstock (from G/L)
·      Schedule detailing categories and dollar amounts of Display Units (from G/L)
·      Pepsi Inventory (from G/L)
·      Backup for Loaner Tools amount (from G/L)
·      Credit Card AJR
·      Accounts Receivable Aging
·      Backup to support Gift Card Amounts and Customer Deposits
·      Schedule of unprocessed In-Store Payments
·      Shrink (from G/L)
·      QOH Adjustment (from G/L)
·      Deduction of “cores” on Stock Ledger
Monthly (within 30 days after month-end):
·      Monthly Financial Statements
·      Monthly comparable sales report
·      Monthly store activity report (store openings/closings)
·      Officer’s  Compliance Certificate
Quarterly (within 45 days after quarter-end):
·      Quarterly Financial Statements
·      Officer’s  Compliance Certificate
Annually (within 90 days after year-end):
·      Audited Financial Statements
·      Officer’s Compliance Certificate

1

Annually (within 30 days after year-end):

·        Insurance Summary

Annually (within 15 days after  year-end):

·        Forecasts

*Note: “G/L” refers to General Ledger

Mailed to:	David Vega
	100 Federal Street, 9th Floor
	Boston, MA 02110
	Tel: (617) 434-8735
	Fax: (617) 434-4131

2

Schedule 7.01

Existing Liens

See attached lien search results

Liens securing Borrowers’ senior secured term loan due 10/27/2013

Pep Boys

Existing Liens

Carrus Supply Corporation	DE	sos	PNC Bank, National Association	4/3/08	81181286
PBY Corporation	DE	sos	PNC Bank, National Association	4/3/08	81181310
Pep Boys - Manny, Moe & Jack of Delaware, Inc.	DE	sos	Lombard US Equipment Finance Corporation	3/11/03	30585722
			Amendment - Secured Party name to RBS Lombard, Inc.	9/20/04	42630764
			Amendment - add collateral	9/23/04	42680207
			Amendment - add collateral	10/20/04	42951020
			Amendment - Secured Party to RBS Asset Finance, Inc.	2115/08	80565604
			Continuation	2/20/08	80607778
Pep Boys- Manny, Moe & Jack of Delaware, Inc.	DE	sos	GE Capital Consumer Card Co.	1110/05	50096728
Pep Boys- Manny, Moe & Jack of Delaware, Inc.	DE	sos	RBS Asset Finance, Inc.	7/5/05	52048297
Pep Boys- Manny, Moe & Jack of Delaware, Inc.	DE	sos	PNC Bank, National Association	4/3/08	81181336
Pep Boys - Manny, Moe & Jack of Delaware, Inc.	PA	USDC	Christina Fradelos	11/9/05	050302280
Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc.	DE	sos	Lombard US Equipment Finance Corporation	3/11/03	30585896
			Amendment - Secured Party name to RBS Lombard, Inc.	9/20/04	42630814
			Amendment - add collateral	9/23/04	42680231
			Amendment - add collateral	10/20/04	42951129
			Amendment - Secured Party to RBS Asset Finance, Inc.	2/15/08	80565760
			Continuation	2/20/08	80607752
Pep Boys- Manny, Moe & Jack of Puerto Rico, Inc.	DE	sos	GE Capital Consumer Card Co.	1/10/05	50096876
Pep Boys- Manny, Moe & Jack of Puerto Rico, Inc.	DE	sos	RBS Asset Finance, Inc.	7/5/05	52048297
Pep Boys- Manny, Moe & Jack of Puerto Rico, Inc.	DE	sos	PNC Bank, National Association	4/3/08	81181492
The Pep Boys- Manny, Moe & Jack	PA	sos	GE Capital Consumer Card Co.	1/20/00	31200522
			Continuation	12/17/04	2004123003117
The Pep Boys- Manny, Moe & Jack	PA	sos	Dell Financial Services LP	10/6/00	33151170
			Continuation	9/19/05	2005091906859
The Pep Boys - Manny, Moe & Jack	PA	sos	Crown Credit Company	3/23/04	20040294606

The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	5/4/04	20040471878
The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	5/7/04	20040487866

Pep Boys

Existing Liens

The Pe(J Boys - Manny, Moe & Jack	PA	sos	IBM Credit LLC	5/18/04	20040534455
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	6/24/04	20040650708
The Pep Boys - Manny, Moe & Jack	PA	sos	IBM Credit LLC	7/9/04	20040710305
The Pep Boys - Manny, Moe & Jack	PA	sos	AT&T Corporation	8/17/04	20040860055
The Pep Boys - Manny, Moe & Jack	PA	sos	Crown Credit Company.	9/7/04	20040923315
The Pep Boys - Manny, Moe & Jack	PA	sos	American Color Graphics, Inc.	10/5/04	20041047507
The Pep Boys- Manny, Moe & Jack	PA	sos	Crown Credit Company	3/21/05	2005032102981
The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	6/29/05	2005062900838
The Pep Boys- Manny, Moe & Jack	PA	sos	RBS Asset Finance, Inc.	7/5/05	2005070601771
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/18/05	2005071901348
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/18/05	2005071901437
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/18/05	2005071901475
The Pep Boys- Manny, Moe & Jack	PA	sos	Dell Financial Services LP	9/19/05	2005091906847
The Pep Boys - Manny, Moe & Jack	PA	sos	IBM Credit LLC	4/4/06	2006040402650
The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	5/17/06	2006051701417
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/21/06	2006072101939
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/24/06	2006072400490
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/26/06	2006072601838
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/26/06	2006072601840
The Pep Boys - Manny, Moe & Jack	PA	sos	IBM Credit LLC	10/2/06	2006100203928
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	10/27/06	2006102700417
The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	11/28/06	2006112804445
The Pep Boys - Manny, Moe & Jack	PA	sos	IBM Credit LLC	12/6/06	2006120603665
The Pep Boys- Manny, Moe & Jack	PA	sos	IBM Credit LLC	1/19/07	2007011906489
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	2/21/07	2007022100395
The Pep Boys - Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	3/29/07	2007032902323
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	3/29/07	2007032902347
The Pep Boys - Manny, Moe & Jack	PA	sos	Ervin Leasing Company	10/9/07	2007100903998
The Pep Boys- Manny, Moe & Jack	PA	sos	Ervin Leasing Company	10/9/07	2007100905168
The Pep Boys - Manny, Moe & Jack	PA	sos	Ervin Leasing Company	10/9/07	2007100905194
The Pep Boys - Manny, Moe & Jack	PA	sos	Noreast Capital Corporation	12/27/07	2007122704435
The Pep Boys- Manny, Moe & Jack	PA	sos	Noreast Capital Corporation	1/22/08	2008012201945
The Pep Boys- Manny, Moe & Jack	PA	sos	PNC Bank, National Association	4/3/08	2008040401450
The Pep Boys- Manny, Moe & Jack	PA	sos	NCR Corporation	4/14/08	2008041402112
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/28/08	2008072806468
The Pep Boys- Manny, Moe & Jack	PA	sos	Raymond Leasing Corporation	7/28/08	2008072806482
The Pep Boys- Manny, Moe & Jack	PA	sos	Noreast Capital Corporation	9/4/08	2008090406789
The Pep Boys- Manny, Moe & Jack	PA	Philadelphia County	Louis Hicks	6/30/04	021203509
The Pep Boys- Manny, Moe & Jack	PA	Philadelphia County	Gary Bubis	4/12/05	040303784

Pep Boys

Existing Liens

DEBTOR	STATE	FILING OFFICE	SECURED CREDITIOR	FILING DATE	FILING NUMBER
The Pep Boys- Manny, Moe & Jack	PA	Philadelphia County	Bahiyaldin Shadid	3/26/08	070602425
The Pep Boys- Manny, Moe & Jack	PA	Philadelphia County	Matthew Peterson	12/3/08	070503901
The Pep Boys Manny Moe & Jack of California	CA	sos	Lombard US Equipment Finance Corporation	3/11/03	0307160423
			Amendment - Secured Party name to RBS Lombard, Inc.	9/20/04	0410053196
			Amendment - add collateral	9/23/04	0410058606
			Amendment - add collateral	10/20/04	0470025728
			Amendment - Secured Party to RBS Asset Finance, Inc.	2/15/08	0871473653
			Continuation	2/20/08	0871476850
The Pep Boys Manny Moe & Jack of California	CA	sos	GE Ca ital Consumer Card Co.	1/10/05	057011604983
The Pep Boys Manny Moe & Jack of California	CA	sos	RBS Asset Finance, Inc.	7/5/05	057033190937
The Pep Boys Manny Moe & Jack of California	CA	sos	PNC Bank, National Association	4/3/08	087153062628

Schedule 7.02

Existing Investments

None

Schedule 7.03

Existing Indebtedness

Attatched

Existing Indebtedness

							TOTAL
MATURITY		INTEREST	INTEREST		CURRENT	LONG TERM	BALANCE @
DATE	DESCRIPTION	PAYMENT	RATE@		PORTION	PORTION	11/1/2008
09/07/09	Chemfree (capital lease)		7.520	%	226,860	—	226,860
06/30/08	IBM Reflexis (Dell Computers)(capitallease)		2.300	%	26,588	—	26,588
12/01/22	Store 823 (capital lease)				244,685	4,330,423	4,575,108
10/27/13	$320M Senior Secured Term Loan	Quarterly	7.080	%	1,562,132	151,149,275	152,711,407
12/15/14	$200M Senior Subordinated Notes	June 15, Dec 15	7.500	%	0	174,535,000	174,535,000
	JP Morgan Trade Payable Liability				38,316,000			Maximum $40m
	Morgan Stanley Interest Rate Swap				7,953,436			Mark to Market
	PNC Card				4,842,144			Maximum $7.5m

Schedule 10.02

Administrative Agent’s  Office, Certain Addresses for Notices

Administrative Agent, Collateral  Agent,

Swing Line Lender  & any L/C Issuer:

Bank of America, N.A.

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Attention: David Vega, Managing Director, Retail Finance Group

Facsimile: 617-434-4131

Telephone: 617-434-8735

E-Mail: david.r.vega@ bankofamerica.com

with a copy to:

Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts 02108

Attention: David S. Berman, Esq.

Facsimile: (617) 692-3550

Telephone: (617) 880- 3550

E-mail: dberman@riemerlaw.com

Lead Borrower  and the Other Loan Parties:

The Pep Boys- Manny, Moe & Jack

3111 W. Allegheny Avenue

Philadelphia, PA 19132

Attention:  Bernard K. McElroy, VP- Finance & Treasurer

Facsimile:  (215) 430-9531

Phone:  (215) 430-9203

E-mail: bemie_mcelroy@pepboys.com

with a copy to:

Brian Zuckerman, VP- General Counsel & Secretary

The Pep Boys- Manny, Moe & Jack

Facsimile: (215) 430-4640

Telephone: (215) 430-9169

E-Mail: brian_zuckerman @pepboys.com

Lead Borrower’s  Website: www.pepboys.com

EX-10.16

Exhibit 10.16

Published CUSIP Number:

$320,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

among

THE PEP BOYS - MANNY, MOE & JACK
as Borrower,

and

CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER
FROM TIME TO TIME PARTIES HERETO,
as Guarantors,

THE LENDERS PARTIES HERETO,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

Dated as of October 27, 2006

WACHOVIA CAPITAL MARKETS, LLC,
as Sole Lead Arranger and Sole Book Runner

Prepared by:

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.1	Defined Terms	1
Section 1.2	Other Definitional Provisions	27
Section 1.3	Accounting Terms	28
Section 1.4	Resolution of Drafting Ambiguities	28
Section 1.5	Time References	28
ARTICLE II THE LOANS; AMOUNT AND TERMS		29
Section 2.1	Term Loan	29
Section 2.2	[Reserved]	30
Section 2.3	Fee	31
Section 2.4	Prepayments	31
Section 2.5	Default Rate and Payment Dates	32
Section 2.6	Conversion Options	33
Section 2.7	Computation of Interest and Fees; Usury	33
Section 2.8	Pro Rata Treatment and Payments	35
Section 2.9	Non-Receipt of Funds by the Administrative Agent	36
Section 2.10	Inability to Determine Interest Rate	37
Section 2.11	Illegality	38
Section 2.12	Requirements of Law	38
Section 2.13	Indemnity	40
Section 2.14	Taxes	40
ARTICLE III REPRESENTATIONS AND WARRANTIES		42
Section 3.1	Financial Condition	42
Section 3.2	No Change	43
Section 3.3	Corporate Existence; Compliance with Law	43
Section 3.4	Corporate Power; Authorization; Enforceable Obligations	44
Section 3.5	No Legal Bar; No Default	44
Section 3.6	No Material Litigation	44
Section 3.7	Investment Company Act; Etc	44
Section 3.8	Margin Regulations	45
Section 3.9	ERISA	45
Section 3.10	Environmental Matters	45
Section 3.11	Use of Proceeds	46
Section 3.12	Subsidiaries	46
Section 3.13	Ownership	47
Section 3.14	Indebtedness	47
Section 3.15	Taxes	47
Section 3.16	Intellectual Property Rights	47
Section 3.17	Solvency	47
Section 3.18	Investments	48
Section 3.19	Location of Collateral	48
Section 3.20	No Burdensome Restrictions	48

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Section 3.21	Brokers’ Fees	48
Section 3.22	Labor Matters	48
Section 3.23	Accuracy and Completeness of Information	49
Section 3.24	Material Contracts	49
Section 3.25	Insurance	49
Section 3.26	Security Documents	49
Section 3.27	Classification of Senior Indebtedness	49
Section 3.28	Anti-Terrorism Laws	50
Section 3.29	Compliance with OFAC Rules and Regulations	50
Section 3.30	Compliance with FCPA	50
Section 3.31	Mortgaged Properties	50
ARTICLE IV CONDITIONS PRECEDENT		53
Section 4.1	Conditions to Closing Date	53
ARTICLE V AFFIRMATIVE COVENANTS		58
Section 5.1	Financial Statements	58
Section 5.2	Certificates; Other Information	59
Section 5.3	Payment of Taxes and Other Obligations	60
Section 5.4	Conduct of Business and Maintenance of Existence	60
Section 5.5	Maintenance of Property; Insurance	60
Section 5.6	Inspection of Property; Books and Records; Discussions	63
Section 5.7	Notices	64
Section 5.8	Environmental Laws	65
Section 5.9	Financial Covenant	66
Section 5.10	Additional Guarantors	66
Section 5.11	Compliance with Law	66
Section 5.12	Pledged Collateral; Substitutions; Releases	67
Section 5.13	[Reserved]	68
Section 5.14	Casualty and Condemnation	68
Section 5.15	Further Assurances; Real Property Documents	72
ARTICLE VI NEGATIVE COVENANTS		73
Section 6.1	Indebtedness	73
Section 6.2	Liens	74
Section 6.3	Nature of Business	74
Section 6.4	Consolidation, Merger, Sale or Purchase of Assets, etc.	74
Section 6.5	Advances, Investments and Loans	77
Section 6.6	Transactions with Affiliates	80
Section 6.7	Reciprocal Easement Agreements	81
Section 6.8	Corporate Changes; Material Contracts	81
Section 6.9	Limitation on Restricted Actions	81
Section 6.10	Restricted Payments	82
Section 6.11	Amendment of Subordinated Debt	84
Section 6.12	Sale Leasebacks	84
Section 6.13	No Joint Assessment	85

ii

ARTICLE VII EVENTS OF DEFAULT		85
Section 7.1	Events of Default	85
Section 7.2	Property-Specific Cure	88
Section 7.3	Acceleration; Remedies	88
ARTICLE VIII THE ADMINISTRATIVE AGENT		89
Section 8.1	Appointment	89
Section 8.2	Delegation of Duties	89
Section 8.3	Exculpatory Provisions	90
Section 8.4	Reliance by Administrative Agent	90
Section 8.5	Notice of Default	91
Section 8.6	Non-Reliance on Administrative Agent and Other Lenders	91
Section 8.7	Indemnification	91
Section 8.8	Administrative Agent in Its Individual Capacity	92
Section 8.9	Successor Administrative Agent	92
Section 8.10	Nature of Duties	93
Section 8.11	Releases	93
ARTICLE IX MISCELLANEOUS		93
Section 9.1	Amendments, Waivers and Release of Collateral	93
Section 9.2	Notices	95
Section 9.3	No Waiver; Cumulative Remedies	97
Section 9.4	Survival of Representations and Warranties	97
Section 9.5	Payment of Expenses and Taxes	97
Section 9.6	Successors and Assigns; Participations; Purchasing Lenders	98
Section 9.7	Adjustments; Set-off	102
Section 9.8	Table of Contents and Section Headings	103
Section 9.9	Counterparts	103
Section 9.10	Effectiveness	103
Section 9.11	Severability	103
Section 9.12	Integration	103
Section 9.13	Governing Law	103
Section 9.14	Consent to Jurisdiction and Service of Process	104
Section 9.15	Confidentiality	104
Section 9.16	Acknowledgments	105
Section 9.17	Waivers of Jury Trial; Waiver of Consequential Damages	105
Section 9.18	Patriot Act Notice	106
ARTICLE X GUARANTY		106
Section 10.1	The Guaranty	106
Section 10.2	Bankruptcy	106
Section 10.3	Nature of Liability	107
Section 10.4	Independent Obligation	107
Section 10.5	Authorization	107
Section 10.6	Reliance	108
Section 10.7	Waiver	108
Section 10.8	Limitation on Enforcement	109

iii

Section 10.9 Confirmation of Payment 109

iv

Schedules

Schedule 1.1(a)	Account Designation Letter
Schedule 1.1(b)	Liens
Schedule 1.1(c)	Allocated Payoff Amount
Schedule 2.1(d)	Form of Term Note
Schedule 2.6	Form of Notice of Conversion/Extension
Schedule 3.3	Jurisdictions of Organization and Qualification
Schedule 3.5	Violations; Defaults
Schedule 3.12	Subsidiaries
Schedule 3.19(a)	Location of Real Property
Schedule 3.19(b)	Chief Executive Offices
Schedule 3.22	Labor Matters
Schedule 3.24	Material Contracts
Schedule 3.25	Insurance
Schedule 3.27	Classification of Senior Indebtedness
Schedule 3.31(b)	Leases
Schedule 3.31(e)	Partial Takings
Schedule 4.1(b)	Form of Secretary’s Certificate
Schedule 4.1(g)	Form of Solvency Certificate
Schedule 5.2(a)(i)	Form of Officer’s Compliance Certificate
Schedule 5.2(a)(ii)	Form of Collateral Value Report
Schedule 5.5(c)	O&M Plans
Schedule 5.10	Form of Joinder Agreement
Schedule 5.15	Post-Closing Surveys
Schedule 6.1(b)	Indebtedness
Schedule 6.5	Existing Loans, Advances and Guarantees
Schedule 6.9	Existing Encumbrances and Restrictions
Schedule 9.6	Form of Assignment and Assumption

i

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 27, 2006, among THE PEP BOYS -MANNY, MOE & JACK, a Pennsylvania corporation (the “Borrower”), each of those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent” or the “Agent”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Guarantors, the lenders party thereto and the Administrative Agent are parties to that certain Credit Agreement dated as of January 27, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower desires to amend the Existing Credit Agreement as set froth herein and to restate the Existing Credit Agreement in its entirety to read as follows;

WHEREAS, the Borrower has requested that the Lenders make a term loan to the Borrower in the amount of up to $320,000,000, as more particularly described herein; and

WHEREAS, the Lenders have agreed to make such term loan to the Borrower on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Defined Terms.

As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings:

“2002 Senior Note Indenture” shall mean the Indenture, dated as of May 21, 2002, by and among the Borrower and certain of its Subsidiaries, and Wachovia Bank, National Association, as Trustee, with respect to the Borrower’s 4.25% Convertible Senior Notes due June 1, 2007 in the aggregate principal amount of $150,000,000, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“2004 Senior Subordinated Note Indenture” shall mean the Indenture, by and between the Borrower and Wachovia Bank, National Association, as Trustee, executed and delivered by the parties thereto on the 2004 Senior Subordinated Note Issuance Date, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, pursuant to which the Borrower shall have issued promissory notes in the maximum aggregate principal amount equal to the 2004 Senior Subordinated Note Issuance Amount (such promissory notes being referred to as the “2004 Senior Subordinated Notes”).

“2004 Senior Subordinated Note Issuance Amount” shall mean the aggregate principal amount of the notes of the Borrower issued pursuant to the 2004 Senior Subordinated Note Indenture on the 2004 Senior Subordinated Note Issuance Date, provided, that, such amount shall not exceed $200,000,000.

“2004 Senior Subordinated Note Issuance Date” shall mean December 14, 2004.

“2005 Appraisals” shall mean the FIRREA compliant appraisal of the fee simple interest in each Mortgaged Property, dated February 2005 and performed by Cushman & Wakefield, Inc.

“2006 Appraisals” shall have the meaning set forth in Section 4.1(d).

“ABL Consolidated EBITDA” shall mean, as to any Person, with respect to any period, an amount equal to: (a) the ABL Consolidated Net Income of such Person and its Subsidiaries for such period determined in accordance with GAAP, plus (b) depreciation, amortization and other non-cash charges (including, but not limited to, imputed interest and deferred compensation) for such period (to the extent deducted in the computation of ABL Consolidated Net Income of such Person), all in accordance with GAAP, plus (c) ABL Interest Expense for such period (to the extent deducted in the computation of ABL Consolidated Net Income of such Person), plus (d) the Provision for Taxes for such period (to the extent deducted in the computation of ABL Consolidated Net Income of such Person).

“ABL Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries for such period (excluding to the extent included therein any extraordinary and/or one time or unusual and non-recurring gains and non-cash extraordinary losses) after deducting all charges which should be deducted before arriving at the net income (loss) for such period and, without duplication, after deducting the Provision for Taxes for such period; provided, that, (a) the net income of any Person that is not a wholly-owned Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid or payable to such Person or a wholly-owned Subsidiary of such Person; (b) except to the extent included pursuant to the foregoing clause, the net income of any Person accrued prior to the date it becomes a wholly-owned Subsidiary of such Person or is merged into or consolidated with such Person or any of its wholly-owned Subsidiaries or that Person’s assets are acquired by such Person or by its wholly-owned Subsidiaries shall be excluded; and (c) the net income (if positive) of any wholly-owned Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such wholly-owned Subsidiary to such Person or to any other wholly-owned subsidiary of such Person is not at the time permitted by operation of the

2

terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such wholly-owned Subsidiary shall be excluded. For the purposes of this definition, net income excludes any gain or non-cash loss together with any related Provision for Taxes for any such gain or loss realized upon the sale or other disposition of any assets that are not sold in the ordinary course of business (including, without limitation, dispositions pursuant to sale and leaseback transactions) or of any Capital Stock of such Person or a Subsidiary of such Person and any net income realized or loss incurred as a result of changes in accounting principles or the application thereof to such Person.

“ABL Interest Expense” shall mean, for any period, as to any Person, all of the following as determined in accordance with GAAP:  total interest expense, whether paid or accrued during such period (including the interest component of Capital Leases for such period), including, without limitation, all bank fees, commissions, discounts and other fees and charges owed with respect to letters of credit, banker’s acceptances or similar instruments, but excluding (a) amortization of discount and amortization of deferred financing fees paid in cash in connection with the transactions contemplated hereby and (b) any other interest expense not payable in cash.

“ABR Default Rate” shall have the meaning set forth in Section 2.5.

“Account Designation Letter” shall mean the Account Designation Letter dated as of the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1(a).

“Additional Credit Party” shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.

“Administrative Agent” or “Agent” shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity.

“Administrative Details Form” shall mean, with respect to any Lender, a document containing such Lender’s contact information for purposes of notices provided under this Credit Agreement and account details for purposes of payments made to such Lender under this Credit Agreement.

“Affiliate” shall mean as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Agreement” or “Credit Agreement” shall mean this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance with its terms.

3

“Allocated Payoff Amount” shall mean, with respect to each Mortgaged Property, the allocated payoff amount set forth with respect to such Mortgaged Property on Schedule 1.1(c) or, with respect to any Property that becomes a Mortgaged Property after the Closing Date, the allocated payoff amount as determined by the Administrative Agent and provided to the Borrower.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:  “Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wachovia at its principal office in Charlotte, North Carolina as its prime rate. The parties hereto acknowledge that the rate announced publicly by Wachovia as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms above, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the opening of business on the date of such change.

“Alternate Base Rate Loan” shall mean that portion of the Term Loan that bears interest at an interest rate based on the Alternate Base Rate.

“Applicable Percentage” shall mean (a) for Term Loans that are Alternate Base Rate Loans, 1.75% and (b) for Term Loans that are LIBOR Rate Loans, 2.75%; provided, however, after the financial statements referred to in Section 5.1(a) for the fiscal year ending January 28, 2007 shall have been delivered to the Administrative Agent pursuant to the terms thereof and the Borrower shall have achieved the Senior Leverage Ratio Target as of the fiscal year ending January 28, 2007 or any subsequent fiscal quarter, the Applicable Percentage shall be changed on a permanent basis to 1.50% for Term Loans that are Alternate Base Rate Loans and 2.50% for Term Loans that are LIBOR Rate Loans.

“Approved Fund” means any Fund that is administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” shall mean Wachovia Capital Markets, LLC, together with its successors and assigns.

4

“Asset Disposition” shall mean the disposition of any or all of the assets constituting Collateral of any Credit Party or any Subsidiary whether by sale, transfer or otherwise. The term “Asset Disposition” shall not include the sale or transfer of assets permitted by Subsections 6.4(b)(i) through (v).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.6), and accepted by the Administrative Agent, in substantially the form of Schedule 9.6 or any other form approved by the Administrative Agent.

“Bankruptcy Code” shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.

“Bankruptcy Event” shall mean any of the events described in Section 7.1(f).

“Borrower” shall have the meaning set forth in the first paragraph of this Credit Agreement.

“Business” shall have the meaning set forth in Section 3.10.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market.

“Capital Lease” shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP.

“Capital Lease Obligations” shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.

“Capital Stock” shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition (“Government

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Obligations”), (b) Dollar denominated time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America, (e) obligations of any State of the United States or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, and (f) auction preferred stock rated in the highest short-term credit rating category by S&P or Moody’s.

“Casualty” shall have the meaning set forth in Section 5.14.

“Change of Control” shall mean at any time the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the then outstanding Voting Stock of the Borrower; or (b) the replacement of a majority of the Board of Directors of the Borrower over a two-year period from the directors who constituted the Board of Directors at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Borrower then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.

“Closing Date” shall mean the date of this Credit Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean a collective reference to the Mortgaged Properties and any other collateral which is identified in, and at any time will be covered by the Security Documents and any other property or assets of a Credit Party that may from time to time secure the Credit Party Obligations.

“Collateral Value” means, as of any date of determination with respect to any Properties then constituting Collateral, the fee simple fair market value, based on the 2005 Appraisals, the 2006 Appraisals or such later appraisals as required by this Agreement, as applicable, of such

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Properties as set forth in and calculated in accordance with the Collateral Value Report most recently delivered to the Administrative Agent.

“Collateral Value Report” means, a report demonstrating the fee simple fair market value of the Collateral as more specifically set forth on Schedule 5.2(a)(ii).

“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of any Mortgaged Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Mortgaged Property or any part thereof.

“Consolidated” shall mean, when used with reference to financial statements or financial statement items of the Credit Parties and their Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

“Consolidated Cash Flow Available for Fixed Charges” for any period means the Consolidated Net Income for such period increased by the sum of (to the extent deducted in determining Consolidated Net Income):

(1)Consolidated Interest Expense for such period; plus

(2)the Consolidated amount of interest capitalized by the Credit Parties and their Subsidiaries during such period; plus

(3)Consolidated Income Tax Expense for such period; plus

(4)the Consolidated depreciation and amortization expense included in the income statement of the Credit Parties and their Subsidiaries for such period; plus

(5)other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) included in the income statement of the Credit Parties and their Subsidiaries for such period; minus

(6)non-cash items increasing Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business;

provided, however, that there shall be excluded therefrom the Consolidated Cash Flow Available for Fixed Charges (if positive) of the Insurance Subsidiary (calculated

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separately for such Subsidiary in the same manner as provided above for the Credit Parties) that is subject to a restriction which prevents the payment of dividends or the making of distributions to the Borrower or a Guarantor to the extent of such restriction.

“Consolidated Cash Flow Coverage Ratio” as of any date of determination means the ratio of:

(1)Consolidated Cash Flow Available for Fixed Charges for the period of the most recently completed four consecutive fiscal quarters for which quarterly or annual financial statements are available to

(2)Consolidated Fixed Charges for such period;

provided, however, that Consolidated Fixed Charges shall be adjusted to give effect on a pro forma basis to any Indebtedness that has been incurred by any Credit Party or any Subsidiary thereof since the end of such period that remains outstanding and to any Indebtedness that is proposed to be Incurred by any Credit Party or any Subsidiary thereof as if in each case such Indebtedness had been Incurred on the first day of such period and as if any Indebtedness that is or will no longer be outstanding as the result of the incurrence of any such Indebtedness had not been outstanding as of the first day of such period; provided, however, that in making such computation, the Consolidated Interest Expense attributable to interest on any proposed Indebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire period; and provided further that, in the event any Credit Party or any Subsidiary thereof has made Asset Dispositions or acquisitions of assets not in the ordinary course of business (including acquisitions of other Persons by merger, consolidation or purchase of Capital Stock) during or after such period, such computation shall be made on a pro forma basis as if the Asset Dispositions or acquisitions had taken place on the first day of such period.

“Consolidated EBITDA” shall mean, as of any date of determination for the four quarter period ending on such date, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) tax expense (including, without limitation, any federal, state, local and foreign income and similar taxes) of the Credit Parties and their Subsidiaries for such period, (iii) depreciation and amortization expense of the Credit Parties and their Subsidiaries for such period, and (iv) other non-cash charges (excluding reserves for future cash charges) of the Credit Parties and their Subsidiaries for such period, minus (c) non-cash charges previously added back to Consolidated Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period minus (d) any other non-recurring cash or non-cash gains during such period.

“Consolidated Fixed Charges” for any period means the sum of:

(1)Consolidated Interest Expense and

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(2)the Consolidated amount of interest capitalized by the Credit Parties and their Subsidiaries during such period.

“Consolidated Income Tax Expense” for any period means the Consolidated Provision for Taxes of the Credit Parties and their Subsidiaries for such period calculated.

“Consolidated Interest Expense” means for any period the Consolidated interest expense included in a Consolidated income statement (without deduction of interest income) of the Credit Parties and their Subsidiaries for such period calculated, including without limitation or duplication (or, to the extent not so included, with the addition of):

(1)the amortization of Indebtedness discounts;

(2)        any payments or fees with respect to letters of credit, bankers’ acceptances or similar facilities;

(3)        net fees with respect to interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements;

(4)        Preferred Stock dividends of the Credit Parties and their Subsidiaries (other than with respect to Redeemable Stock) declared and paid or payable;

(5)        accrued Redeemable Stock dividends of the Credit Parties and their Subsidiaries, whether or not declared or paid;

(6)         interest on Indebtedness guaranteed by the Credit Parties and their Subsidiaries; and

(7)the portion of rental expense deemed to be representative of the interest factor attributable to Capital Lease Obligations.

“Consolidated Net Income” for any period means the Consolidated net income (or loss) of the Credit Parties and their Subsidiaries for such period; provided that there shall be excluded therefrom:

(1)the net income (or loss) of any Person acquired by the Borrower or a Guarantor in a pooling-of-interests transaction for any period prior to the date of such transaction;

(2)the net income (or loss) of any Person that is not a Guarantor except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a Guarantor by such Person during such period;

(3)gains or losses on Asset Dispositions by the Credit Parties and their Subsidiaries;

(4)all extraordinary gains and extraordinary losses;

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(5)gains or losses from the early retirement or extinguishment of Indebtedness;

(6)the cumulative effect of changes in accounting principles;

(7)non-cash gains or losses resulting from fluctuations in currency exchange rates; and

(8)the tax effect of any of the items described in clauses (1) through (6) above;

provided, further, that there shall further be excluded therefrom the net income (but not net loss) of the Insurance Subsidiary if it is subject to a restriction which prevents the payment of dividends or the making of distributions to the Borrower or a Guarantor to the extent of such restriction.

“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any contract, agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

“Convertible Senior Notes” shall mean the Borrower’s 4.25% Convertible Senior Notes due June 1, 2007, issued pursuant to the 2002 Senior Note Indenture.

“Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any Copyright.

“Copyrights” shall mean all copyrights of the Credit Parties and their Subsidiaries in all works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise.

“Credit Documents” shall mean this Credit Agreement, each of the Term Notes, any Joinder Agreement, and the Security Documents and all other agreements, documents, certificates and instruments delivered to the Administrative Agent or any Lender by any Credit Party in connection therewith (other than any agreement, document, certificate or instrument related to a Hedging Agreement).

“Credit Party” shall mean any of the Borrower or the Guarantors.

“Credit Party Obligations” shall mean, without duplication, (a) all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders and the Administrative Agent, whenever arising, under this Credit Agreement, the Term Notes or any of the other Credit Documents, including principal, interest, fees, reimbursements and indemnification obligations and other amounts (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code) and (b) all

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liabilities and obligations, whenever arising, owing from any Credit Party or any of their Subsidiaries to any Hedging Agreement Provider arising under any Secured Hedging Agreement.

“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s, as applicable, of the Borrower’s non-credit enhanced, senior secured long term debt evidenced by the Credit Documents.

“Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s Domestic Lending Office shown in such Lender’s Administrative Details Form; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loan of such Lender are to be made.

“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

“Engagement Letter” shall mean the letter agreement dated September 1, 2006, addressed to the Borrower from Wachovia and the Arranger, as amended, modified or otherwise supplemented.

“Environmental Laws” shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

“Environmental Permits” shall mean any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations under or pursuant to any Environmental Law.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurodollar Reserve Percentage” shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Event of Default” shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied.

“Excess Availability” shall mean, as of any date of determination, the amount the Borrower is entitled to borrow on such date under the Revolving Credit Agreement in accordance with the terms thereof or the amount of cash on the balance sheet of the Borrower.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability to comply with Section 2.14, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14.

“Existing Credit Agreement” shall have the meaning set forth in the preamble hereto.

“Federal Funds Effective Rate” shall have the meaning set forth in the definition of “Alternate Base Rate”.

“FIRREA” shall mean the Financial Institutions Reform, Recovery & Enforcement Act of 1989, as amended from time to time.

“Fixtures” shall have the meaning set forth in the granting clause of the related Mortgage Instrument with respect to each Mortgaged Property.

“Flexi-Trust” shall mean the Trust established pursuant to the Flexi-Trust Agreement.

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“Flexi-Trust Agreement” shall mean the Trust Agreement, effective as of April 29, 1994, between Pep Boys and Wachovia Bank, National Association, as Trustee, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“Flood Hazard Property” an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funded Debt” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and not more than 90 days overdue) which would appear as liabilities on a balance sheet of such Person, (e) the principal portion of all obligations of such Person under Capital Leases, (f) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (g) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (h) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, (i) all obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) all Indebtedness of others of the type described in clauses (a) through (i) hereof secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (k) all Guaranty Obligations of such Person with respect to Indebtedness of another Person of the type described in clauses (a) through (i) hereof, and (l) all Indebtedness of the type described in clauses (a) through (i) hereof of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer.

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“GAAP” shall mean generally accepted accounting principles in effect in the United States of America applied on a consistent basis; subject, however, in the case of determination of compliance with the financial covenant set out in Section 5.9, to the provisions of Section 1.3.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantor” shall have the meaning set forth in the first paragraph of this Credit Agreement.

“Guaranty” shall mean the guaranty of the Guarantors set forth in Article X.

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

“Hedging Agreement Provider” shall mean any Person that enters into a Secured Hedging Agreement with a Credit Party or any of its Subsidiaries that is permitted by Section 6.1(d)(i) to the extent such Person is a Lender, an Affiliate of a Lender or any other Person that was a Lender (or an Affiliate of a Lender) at the time it entered into the Secured Hedging Agreement but has ceased to be a Lender (or whose Affiliate has ceased to be a Lender) under the Credit Agreement.

“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage Instrument with respect to each Mortgaged Property.

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“Indebtedness” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and not more than 90 days overdue) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations of such Person, (i) all obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and (m) obligations of such Person under non-compete agreements. Any funds borrowed by the Borrower against the cash surrender value of any “key-man” insurance policies (and which do not exceed such cash surrender value), which is not treated as indebtedness under GAAP shall not be deemed to be Indebtedness for purposes of this Agreement.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“Insurance Subsidiary” shall mean Colchester Insurance Company, a Vermont insurance corporation, and its successors and assigns.

“Intellectual Property” shall mean the Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof.

“Interest Payment Date” shall mean (a) as to any Alternate Base Rate Loan, the last day of each March, June, September and December and on the Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, (i) each three

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(3) month anniversary following the first day of such Interest Period and (ii) the last day of such Interest Period and (d) as to any Term Loan which is the subject of a mandatory prepayment required pursuant to Section 2.4(b), the date on which such mandatory prepayment is due.

“Interest Period” shall mean, with respect to any LIBOR Rate Loan,

(a)initially, the period commencing on the Closing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all Lenders, as selected by the Borrower in the Notice of Conversion given with respect thereto; and

(b)thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, subject to availability to all Lenders, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following:

(i)if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month;

(iii)if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate Loan to replace the affected LIBOR Rate Loan;

(iv)no Interest Period shall extend beyond the Maturity Date and, further, no Interest Period shall extend beyond any principal amortization payment date with respect to the Term Loan unless the portion of the Term Loan consisting of Alternate Base Rate Loans together with the portion of the Term Loan consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is due, is at least equal to the amount of such principal amortization payment due on such date; and

(v)no more than three (3) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in accordance

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with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period.

“Investment” shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of shares of Capital Stock, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the assets of any Person or (b) any deposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the ordinary course of business) or (c) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

“Joinder Agreement” shall mean a Joinder Agreement in substantially the form of Schedule 5.10, executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.10.

“Lender” shall have the meaning set forth in the first paragraph of this Credit Agreement.

“Lender Commitment Letter” shall mean, with respect to any Lender, the letter (or other correspondence) to such Lender from the Administrative Agent notifying such Lender of its Term Loan Commitment Percentage.

“LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term “LIBOR” shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then “LIBOR” shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Term Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected.

“LIBOR Lending Office” shall mean, initially, the office of each Lender designated as such Lender’s LIBOR Lending Office in such Lender’s Administrative Details Form; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loan of such Lender are to be made.

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“LIBOR Rate” shall mean a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate =	LIBOR
	1.00 - Eurodollar Reserve Percentage

“LIBOR Rate Loan” shall mean that portion of the Term Loan the rate of interest applicable to which is based on the LIBOR Rate.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

“Maintenance Reversion Date” shall mean the date that Excess Availability has been greater than $75,000,000 for thirty (30) consecutive days.

“Mass Appraisal” shall mean an appraisal wherein the value conclusion for each Mortgaged Property is determined by adjusting the values from the 2005 Appraisals and the 2006 Appraisals for changes in market conditions as determined by extrapolating the values based on the full narrative appraised values on a representative sample of Mortgaged Properties.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, assets or financial condition of the Borrower or of the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of the Borrower or any Guarantor to perform its obligations, when such obligations are required to be performed, under this Credit Agreement, any of the Term Notes or any other Credit Document, (c) the validity or enforceability of this Credit Agreement, any of the Term Notes or any of the other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder or (d) the economic value, useful life, utility, condition, operational capacity or functional capacity of the Mortgaged Properties taken as a whole.

“Material Contract” shall mean (a) any contract or other agreement listed on Schedule 3.24, (b) any contract or other agreement, written or oral, of the Credit Parties or any of their Subsidiaries involving monetary liability of or to any such Person in an amount in excess of $20,000,000 per annum, (c) any contract or other agreement, written or oral, of the Credit Parties or any of their Subsidiaries representing at least $20,000,000 of the total Consolidated revenues of the Credit Parties and their Subsidiaries for any fiscal year or (d) any other contract, agreement, permit or license, written or oral, of the Credit Parties or any of their Subsidiaries as to which the breach, nonperformance, cancellation of failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.

“Maturity Date” shall mean the date that is seven (7) years following the Closing Date.

“Minimum EBITDA Maintenance Event” shall mean the period commencing the end of any month during which Excess Availability is at anytime less than $50,000,000 and ending on a Maintenance Reversion Date.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage Instrument” shall mean any mortgage, deed of trust, or deed to secure debt or any amendment to mortgage, deed of trust or deed to secure debt executed by a Credit Party in favor of the Administrative Agent pursuant to the terms of Section 4.1(d)(iii) or 5.12, as the same may be amended, modified, restated, amended and restated or supplemented from time to time.

“Mortgage Title Insurance Policy” shall mean, with respect to any Mortgage Instrument, an ALTA mortgagee title insurance policy issued by a title insurance company (the “Title Insurance Company”) selected by the Administrative Agent in an amount satisfactory to the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

“Mortgaged Property” shall mean any owned real property of a Credit Party with respect to which such Credit Party executes a Mortgage Instrument in favor of the Administrative Agent.

“Mortgaged Property MAE” shall mean a material adverse effect on (a) the business, operations, property, assets or financial condition of the Borrower or of the Credit Parties and their Subsidiaries taken as a whole, (b) the ability of the Borrower or any Guarantor to perform its obligations, when such obligations are required to be performed, under this Credit Agreement, any of the Term Notes or any other Credit Document, (c) the validity or enforceability of this Credit Agreement, any of the Term Notes or any of the other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder or (d) the economic value, useful life, utility, condition, operational capacity or functional capacity of any Mortgaged Property.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean the aggregate cash proceeds received by any Credit Party or any Subsidiary in respect of any Asset Disposition or Recovery Event, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions) associated therewith, (b) amounts held in escrow to be applied as part of the purchase price of any Asset Disposition and (c) taxes paid or payable as a result thereof, it being understood that “Net Cash Proceeds” shall include, without limitation, any cash received upon

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the sale or other disposition of any non-cash consideration received by any Credit Party or any Subsidiary in any Asset Disposition or Recovery Event and any cash released from escrow as part of the purchase price in connection with any Asset Disposition.

“Notice of Conversion/Extension” shall mean the written notice of conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form of Schedule 2.6.

“O&M Plans” shall mean each of the Operations and Maintenance Program Reports listed on Schedule 5.5(c).

“Obligations” shall mean, collectively, the Term Loans and all other obligations of the Credit Parties to the Administrative Agent and the Lenders under the Credit Documents.

“OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Operating Lease” shall mean, as applied to any Person, any lease (including, without limitation, leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) which is not a Capital Lease other than any such lease in which that Person is the lessor.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“Participant” has the meaning assigned to such term in clause (d) of Section 9.6.

“Patent Licenses” shall mean all agreements, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered by a Patent.

“Patents” shall mean all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof, and all applications for letters patent of the United States or any other country, now existing or hereafter arising, and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Pep Boys Subordinated Indentures” shall mean, collectively, the following (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (i) the 2004 Senior Subordinated Note Indenture and (ii) all agreements, documents and instruments executed and/or delivered in connection with the foregoing.

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“Permitted Liens” shall mean:

(a)Liens created by or otherwise existing under or in connection with this Credit Agreement or the other Credit Documents in favor of the Lenders;

(b)Liens in favor of a Hedging Agreement Provider in connection with any Secured Hedging Agreement, but only if such Hedging Agreement Provider and the Administrative Agent, on behalf of the Lenders, shall share pari passu in the collateral subject to such Liens;

(c)Liens for taxes, assessments, charges or other governmental levies not yet delinquent, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that (i) adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation) and (ii) to the extent such Lien affects a Mortgaged Property, no forfeiture or other enforcement action shall have been commenced with respect to such Mortgaged Property;

(d)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefore and the aggregate amount of such Liens is less than $100,000;

(e)pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in an aggregate amount not to exceed $500,000;

(f)deposits to secure the performance of bids, trade contracts, (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)Liens on assets and properties (other than Mortgaged Properties) securing Indebtedness permitted pursuant to Section 6.1(b), (d)(ii), (e) and (f);

(h)any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property);

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(i)Liens existing on the Closing Date and set forth on Schedule 1.1(b) provided that no such Lien shall at any time be extended to cover Collateral;

(j)easements, encroachments, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; and

(k)Liens arising from precautionary UCC financing statements.

“Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan” shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” shall have the meaning set forth in the definition of Alternate Base Rate.

“Pro Forma Basis” shall mean, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the twelve-month period ending as of the most recent quarter end preceding the date of such transaction for which financial information applicable to the transaction is available.

“Properties” shall have the meaning set forth in Section 3.10(a).

“Provision for Taxes” shall mean an amount equal to all taxes imposed on or measured by net income, whether Federal, State, Provincial, county or local, and whether foreign or domestic, that are paid or payable by any Person in respect of any period in accordance with GAAP.

“REA” shall mean any construction, operation and reciprocal easement agreement, common area maintenance agreement or similar agreement (including any separate agreement or other agreement between a Credit Party and one or more other parties to a REA with respect to such REA) affecting any Mortgaged Property or portion thereof.

“Reappraisal Date” shall have the meaning set forth in Section 5.12(d).

“Recovery Event” shall mean the receipt by the Credit Parties or any of their Subsidiaries of any cash insurance proceeds or condemnation or expropriation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their assets constituting Collateral.

“Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable)

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or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Indebtedness or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the Maturity Date.

“Register” shall have the meaning set forth in Section 9.6(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Remaining Authority” means, at any time of determination, an amount equal to $40,000,000 less the amount expended by or on behalf of the Borrower to purchase shares of its Common Stock from the Closing Date through such time of determination.

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under PBGC Reg. §4043.

“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of the outstanding principal amount of the Term Loan.

“Requirement of Law” shall mean, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and each law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer” shall mean, as to (a) the Borrower, the Chief Executive Officer, the Chief Accounting Officer, the Chief Financial Officer and the President and (b) as to any other Credit Party, any duly authorized officer thereof.

“Restoration” shall have the meaning set forth in Section 5.14(h).

“Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (d) any payment with respect to

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any earnout obligation and (e) any payment or prepayment of principal of, premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt of any Credit Party or any of its Subsidiaries.

“Revolving Credit Agreement” shall mean that certain Amended and Restated Loan and Security Agreement, dated as of August 1, 2003 by and among Congress Financial Corporation, The CIT Group/Business Credit, Inc. and General Electric Capital Corporation as Co-Documentation Agents, the revolving lenders, the Borrowers (as defined therein) and the Guarantors (as defined therein), as amended by Amendment No. 1 to Amended and Restated Loan and Security Agreement dated as of October 24, 2003, Amendment No. 2 to Amended and Restated Loan and Security Agreement dated as of October 15, 2004, Amendment No. 3 to Amended and Restated Loan and Security Agreement dated as of December 2, 2004, Amendment No. 4 to Amended and Restated Loan and Security Agreement dated as of November 16, 2005, and Amendment No. 5 to Amended and Restated Loan and Security Agreement dated as of January 27, 2006 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced in accordance with the terms hereof) and the agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time.

“Sanctioned Person” shall mean (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Secured Hedging Agreement” shall mean any Hedging Agreement between a Credit Party and a Hedging Agreement Provider relating to obligations, Indebtedness and liabilities of such Credit Party arising under this Credit Agreement, the Term Notes or any of the other Credit Documents, as such Hedging Agreement may be amended, restated, amended and restated, modified, supplemented or extended from time to time.

“Secured Parties” shall mean the Administrative Agent, the Lenders and the Hedging Agreement Providers.

“Security Documents” shall mean the Mortgage Instruments and all other agreements, documents and instruments (a) relating to, arising out of, or in any way connected with any of the foregoing documents, (b) granting to the Administrative Agent, Liens or security interests to

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secure, inter alia, the Credit Party Obligations or (c) perfecting such Liens or security interests, in each case whether now or hereafter executed and/or filed and as the same may be amended from time to time in accordance with the terms hereof.

“Senior Funded Debt” shall mean (a) all Funded Debt of the Credit Parties and their Subsidiaries to the extent any portion thereof is included as debt on the financial statements of the Borrower delivered to the Administrative Agent pursuant to Section 5.1 hereof other than Funded Debt that is, by its terms, subordinated in right of payment to the prior payment in full of the Credit Party Obligations; provided that, the Convertible Senior Notes shall not be included in the definition of Senior Funded Debt to the extent that the Borrower has irrevocably funded to the applicable trustee the amount required to satisfy in full the Convertible Senior Notes, (b) all off-balance sheet Funded Debt of the Credit Parties and their Subsidiaries to the extent reserves are in place with respect to borrowing availability under the Revolving Credit Agreement or such availability is otherwise blocked as a result of the existence thereof, with respect to such Funded Debt and (c) all letters of credit funded under the Revolving Credit Agreement or otherwise.

“Senior Leverage Ratio” shall mean, as of the end of a fiscal quarter of the Borrower, for the Credit Parties and their Subsidiaries on a consolidated basis for the four consecutive quarters ending on such date, the ratio of (a) Senior Funded Debt of the Credit Parties and their Subsidiaries on a consolidated basis on the last day of such period to (b) Consolidated EBITDA for such four fiscal quarter period.

“Senior Leverage Ratio Target” shall mean a Senior Leverage Ratio of less than 5.00 to 1.00, as evidenced by the certificate of a Responsible Officer delivered pursuant to Section 5.2(a) hereof, which certificate shall include calculations in reasonable detail demonstrating that such target has been obtained as of the last day of the quarter then ended; provided that if such certificate proves to be inaccurate, the Applicable Percentage shall retroactively revert to the percentage set forth in clause (a) of the definition of Applicable Percentage until such time as a corrected certificate of a Responsible Officer demonstrating that such target has been obtained is provided.

“Share Repurchase Plan” shall mean the Borrower’s share repurchase plan as approved by its Board of Directors and described in the Borrower’s public announcement on September 9, 2004, pursuant to which the Borrower is authorized to expend $100,000,000 to purchase shares of its Common Stock.

“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.

“Subordinated Debt” shall mean any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms reasonably acceptable to the Administrative Agent.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by

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reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Synthetic Leases” shall mean any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” shall have the meaning set forth in Section 2.1(a).

“Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make its portion of the Term Loan in a principal amount equal to such Lender’s Term Loan Commitment Percentage of the Term Loan Committed Amount.

“Term Loan Commitment Percentage” shall mean, for any Lender, the percentage identified as its Term Loan Commitment Percentage in its Lender Commitment Letter.

“Term Loan Committed Amount” shall have the meaning set forth in Section 2.1(a).

“Term Note” or “Term Notes” shall mean the promissory notes of the Borrower (if any) in favor of any of the Lenders evidencing the portion of the Term Loan provided by any such Lender pursuant to Section 2.1(a), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, amended and restated, supplemented, extended, renewed or replaced from time to time.

“Total Leverage Ratio” shall mean, as of the end of each fiscal quarter of the Borrower, for the Credit Parties and their Subsidiaries on a consolidated basis for the four consecutive quarters ending on such date, the ratio of (a) Funded Debt of the Credit Parties and their Subsidiaries on a consolidated basis on the last day of such period to (b) Consolidated EBITDA for such four fiscal quarter period.

“Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any Trademark.

“Trademarks” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States

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Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, and (b) all renewals thereof.

“Tranche” shall mean the collective reference to LIBOR Rate Loan whose Interest Periods begin and end on the same day.

“Transactions” shall mean the closing of this Agreement and the other Credit Documents (including, without limitation, the initial borrowings under the Credit Documents and the payment of fees and expenses in connection with all of the foregoing).

“Transfer Effective Date” shall have the meaning set forth in each Assignment and Assumption.

“Type” shall mean, as to any Term Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as the case may be.

“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.

“Voting Stock” shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote may be or have been suspended by the happening of such a contingency.

“Wachovia” shall mean Wachovia Bank, National Association, a national banking association, together with its successors and/or assigns.

“Works” shall mean all works which are subject to copyright protection pursuant to Title 17 of the United States Code.

Section 1.2Other Definitional Provisions.

(a)Unless otherwise specified therein, all terms defined in this Credit Agreement shall have the defined meanings when used in the Term Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

(b)The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provision of this Credit Agreement, and Section, subsection, Schedule and Exhibit references are to this Credit Agreement unless otherwise specified.

(c)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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Section 1.3Accounting Terms.

Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited Consolidated financial statements of the Borrower delivered to the Lenders; provided that, if the Borrower shall notify the Administrative Agent that it wishes amend the definitions of ABL Consolidated EBITDA, ABL Interest Expense, ABL Consolidated Net Income, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Funded Debt or any provision in Section 5.9 to eliminate the effect of any change in GAAP on the operation of any such definition or such Section (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any such definition or such Section for such purpose), then the Borrower’s compliance with such provisions shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such definition or provision is amended in a manner satisfactory to the Borrower and the Required Lenders.

The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (a) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (b) a reasonable estimate of the effect on the financial statements on account of such changes in application.

Section 1.4Resolution of Drafting Ambiguities.

Each Credit Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Credit Agreement and the other Credit Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

Section 1.5Time References.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

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ARTICLE II

THE LOANS; AMOUNT AND TERMS

Section 2.1Term Loan.

(a)Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make available to the Borrower (through the Administrative Agent) on the Closing Date such Lender’s Term Loan Commitment Percentage of a term loan in Dollars (the “Term Loan”) in the aggregate principal amount of THREE HUNDRED TWENTY MILLION DOLLARS ($320,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth. Upon receipt by the Administrative Agent of the proceeds of the Term Loan, such proceeds will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Borrower). The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, that the Term Loan made on the Closing Date or any of the three (3) Business Days following the Closing Date may only consist of Alternate Base Rate Loans. LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. Amounts repaid or prepaid on the Term Loan may not be reborrowed.

(b)Repayment of Term Loan. The principal amount of the Term Loan shall be repaid in twenty-eight (28) consecutive quarterly installments as follows, unless accelerated sooner pursuant to Section 7.2:

Principal Amortization Payment Dates	Term Loan Principal Amortization Payment
March 31, 2007	$	800,000
June 30, 2007	$	800,000
September 30, 2007	$	800,000
December 31, 2007	$	800,000
March 31, 2008	$	800,000
June 30, 2008	$	800,000
September 30, 2008	$	800,000
December 31, 2008	$	800,000
March 31, 2009	$	800,000
June 30, 2009	$	800,000
September 30, 2009	$	800,000
December 31, 2009	$	800,000
March 31, 2010	$	800,000
June 30, 2010	$	800,000
September 30, 2010	$	800,000
December 31, 2010	$	800,000
March 31, 2011	$	800,000
June 30, 2011	$	800,000
September 30, 2011	$	800,000
December 31, 2011	$	800,000
March 31, 2012	$	800,000
June 30, 2012	$	800,000
September 30, 2012	$	800,000
December 31, 2012	$	800,000
March 31, 2013	$	800,000
June 30, 2013	$	800,000
September 30, 2013	$	800,000
Maturity Date	$ 298,400,000 or the remaining outstanding principal amount of the Term Loan

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(c)Interest on the Term Loan. Subject to the provisions of Section 2.5, the Term Loan shall bear interest as follows:

(i)Alternate Base Rate Loan. During such periods as the Term Loan shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and

(ii)LIBOR Rate Loan. During such periods as the Term Loan shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage.

Interest on the Term Loan shall be payable in arrears on each Interest Payment Date.

(d)Term Loan Notes, Covenant to Pay. Each Lender’s Term Loan Commitment shall be evidenced, upon such Lender’s request, by a duly executed promissory note of the Borrower to such Lender in substantially the form of Schedule 2.1(d). The Borrower covenants and agrees to pay the Term Loans in accordance with the terms of this Credit Agreement and the Term Note or Term Notes.

Section 2.2[Reserved].

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Section 2.3Fee.

The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Engagement Letter.

Section 2.4Prepayments.

(a)Optional Prepayments. The Borrower shall have the right to prepay the Term Loan in whole or in part from time to time; provided, however, that (i) each partial prepayment of the Term Loan shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining outstanding principal amount) and (ii) upon the prepayment of any such amount, Collateral having a fee simple fair market value based on the 2005 Appraisals and the 2006 Appraisals (or such later appraisals as may be required by the Administrative Agent to the extent the Borrower encumbers, enters into a sale-leaseback arrangement or otherwise disposes of properties not constituting Collateral with a fair market value in excess of $125,000,000), as applicable, as selected by the Borrower and approved by the Administrative Agent, shall be released on a dollar-for-dollar basis; provided that no Mortgaged Property shall be required to be partially released in order to comply with the foregoing dollar-for-dollar reduction. The Borrower shall give three Business Days’ irrevocable notice in the case of LIBOR Rate Loans and one Business Day irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) by 11:00 A.M. on the date notice is given. Amounts prepaid under this Section shall be (i) applied ratably to the remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section shall be subject to Section 2.13, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Term Loan may not be reborrowed.

(b)Mandatory Prepayments.

(i)Asset Dispositions. Promptly following any Asset Disposition (or related series of Asset Dispositions), the Borrower shall prepay the Term Loan in an aggregate amount equal to the greater of (A) one hundred percent (100%) of the Net Cash Proceeds derived from such Asset Disposition (or related series of Asset Dispositions) and (B) 100% of the Allocated Payoff Amount (such prepayment to be applied as set forth in clause (iii) below);

(ii)Recovery Event. Immediately upon receipt by any Credit Party or any of its Subsidiaries of proceeds from any Recovery Event, the Borrower shall prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Recovery Event (such prepayment to be

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applied as set forth in clause (iii) below); provided, however, that, so long as no Default or Event of Default has occurred and is continuing and the Recovery Event (or the event giving rise to the Recovery Event) is addressed under Section 5.14, then the applicable provisions of Section 5.14 shall govern and shall dictate the rights and obligations of the Borrower.

(iii)Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section shall be (i) applied ratably to the remaining principal installments thereof and (ii) applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities.

(c)Hedging Obligations Unaffected. Any repayment or prepayment made pursuant to this Section shall not affect the Borrower’s obligation to continue to make payments under any Secured Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment or prepayment, subject to the terms of such Secured Hedging Agreement.

Section 2.5Default Rate and Payment Dates.

(a)If all or a portion of the principal amount of the Term Loan which is a LIBOR Rate Loan shall not be paid when due or continued as a LIBOR Rate Loan in accordance with the provisions of Section 2.6 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Term Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable thereto.

(b)(i) If all or a portion of the principal amount of any LIBOR Rate Loan shall not be paid when due, such overdue amount shall bear interest at a rate per annum which is equal to the rate that would otherwise be applicable thereto plus 2%, until the end of the Interest Period applicable thereto, and thereafter at a rate per annum which is equal to the Alternate Base Rate plus the sum of the Applicable Percentage then in effect for Alternate Base Rate Loan and 2% (the “ABR Default Rate”) or (ii) if any interest payable on the principal amount of any Term Loan or any fee or other amount, including the principal amount of any Alternate Base Rate Loan, payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the ABR Default Rate, in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment). Upon the occurrence, and during the continuance, of any other Event of Default hereunder, at the option of the Required Lenders, the principal of and, to the extent permitted by law, interest on the Term Loan and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is (A) in the case of principal, the rate that would otherwise be applicable thereto plus 2% or (B) in the case of interest, fees or other amounts, the ABR Default Rate (after as well as before judgment).

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(c)Interest on the Term Loan shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (b) of this Section shall be payable from time to time on demand.

Section 2.6Conversion Options.

(a)The Borrower may elect from time to time to convert an Alternate Base Rate Loan to a LIBOR Rate Loan by delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days prior to the proposed date of conversion. In addition, the Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to an Alternate Base Rate Loan by giving the Administrative Agent irrevocable written notice thereof by 11:00 A.M. one Business Day prior to the proposed date of conversion. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Term Loan shall bear interest as if it were an Alternate Base Rate Loan. A LIBOR Rate Loan may only be converted to Alternate Base Rate Loan on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Term Loan shall bear interest as if it were an Alternate Base Rate Loan. All or any part of outstanding Alternate Base Rate Loan or LIBOR Rate Loans may be converted as provided herein; provided that (i) no Term Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

(b)Any LIBOR Rate Loan may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.6(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such LIBOR Rate Loan shall be automatically converted to an Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loan shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto.

Section 2.7Computation of Interest and Fees; Usury.

(a)Interest payable hereunder with respect to any Alternate Base Rate Loan shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other fees, interest and all other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of

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each determination of a LIBOR Rate on the Business Day of the determination thereof Any change in the interest rate on a Term Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change.

(b)Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate.

(c)It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this subsection which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Credit Party Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Term Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Term Loan under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Term Loan and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Term Loan. The right to demand payment of the Term Loan or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Term Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Term Loan so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law.

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Section 2.8Pro Rata Treatment and Payments.

(a)Allocation of Payments Prior to Exercise of Remedies. Unless otherwise required by the terms of this Credit Agreement, each payment under this Credit Agreement or any Term Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.3, second, to interest then due and owing hereunder and under the Term Notes of the Borrower and, third, to principal then due and owing hereunder and under the Term Notes of the Borrower. Each payment on account of any fee pursuant to Section 2.3 shall be made pro rata in accordance with the respective amounts due and owing. Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Term Loan shall be applied to such Term Loan on a pro rata basis in accordance with the terms of this Section 2.8(a). Each optional prepayment on account of principal of the Term Loan shall be applied in accordance with Section 2.4(a). Each mandatory prepayment on account of principal of the Term Loan shall be applied in accordance with Section 2.4(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.14) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent’s office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

(b)Allocation of Payments After Exercise of Remedies. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the exercise of remedies (other than the invocation of default interest pursuant to Section 2.5(b)) by the Administrative Agent or the Lenders pursuant to Section 7.2 (or after the Term Loan Commitments shall automatically terminate and the Term Loan (with accrued interest thereon) and all other amounts under the Credit Documents shall automatically become due and payable in accordance with the terms of such Section), all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments or Credit Party Obligations are allowed, permitted or recognized as a claim in any proceeding resulting from the occurrence of a Bankruptcy Event):

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FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documents;

SECOND, to the payment of any fees owed to the Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender;

FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including, with respect to any Secured Hedging Agreement, any fees, premiums and scheduled periodic payments due under such Secured Hedging Agreement and any interest accrued thereon;

FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations, and including with respect to any Secured Hedging Agreement, any breakage, termination or other payments due under such Secured Hedging Agreement and any interest accrued thereon;

SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Term Loan held by such Lender bears to the aggregate then outstanding Term Loan) of amounts available to be applied pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH” above. Notwithstanding the foregoing terms of this Section, only Collateral proceeds and payments under the Guaranty (as opposed to ordinary course principal, interest and fee payments hereunder) shall be applied to obligations under any Secured Hedging Agreement.

Section 2.9Non-Receipt of Funds by the Administrative Agent.

(a)Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a Term Loan is to be made by such Lender (which notice shall be

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effective upon receipt) that such Lender does not intend to make the proceeds of such Term Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate.

(b)Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from the Borrower hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that the Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate.

(c)A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section shall be conclusive in the absence of manifest error.

Section 2.10Inability to Determine Interest Rate.

Notwithstanding any other provision of this Credit Agreement, if (a) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or (b) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such

37

Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loan, any Term Loan that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Term Loan that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Term Loan shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected.

Section 2.11Illegality.

Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Term Loan, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender’s Term Loan then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Term Loan or within such earlier period as required by law as Alternate Base Rate Loans. The Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material.

Section 2.12Requirements of Law.

(a)If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

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(i)shall subject such Lender to any tax of any kind whatsoever with respect to any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the overall net income of such Lender);

(ii)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or

(iii)shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or under any Term Note, then, in any such case, the Credit Parties shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material.

(b)If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Credit Parties shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error.

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(c)The agreements in this Section shall survive the termination of this Credit Agreement and payment of the Credit Party Obligations.

Section 2.13Indemnity.

The Credit Parties hereby agree to indemnify each Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of or interest on any Term Loan by such Lender in accordance with the terms hereof, (b) default by the Borrower in accepting a borrowing after the Borrower has given a notice in accordance with the terms hereof, (c) default by the Borrower in making any prepayment after the Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by the Borrower of a prepayment of a Term Loan, or the conversion thereof, on a day which is not the last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain its Term Loan hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, prepayment or conversion) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive termination of this Credit Agreement and payment of the Credit Party Obligations.

Section 2.14Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,

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whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(a)duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(b)duly completed copies of Internal Revenue Service Form W-8ECI,

(c)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section

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881(c)(3)(C) of the Code and (ii) duly completed copies of Internal Revenue Service Form W-8BEN, or

(d)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

(e)Treatment of Certain Refunds. If the Administrative Agent, or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender in the event the Administrative Agent, such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Credit Agreement and to make the Term Loan herein provided for, the Credit Parties hereby represent and warrant to the Administrative Agent and to each Lender that:

Section 3.1Financial Condition.

(a)(i) The audited Consolidated balance sheets of the Borrower and its Subsidiaries as of January 31, 2004, January 29, 2005 and January 28, 2006 together with the related Consolidated statements of income or operations, and Consolidated statements of shareholders’ equity and cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated balance sheets of the Borrower and its Subsidiaries as of July 29, 2006, together with the related unaudited Consolidated statements of income or operations and Consolidated cash flows (to the extent available) for the twelve-month period ending on July 29, 2006 and (iii) an unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of July 29, 2006:

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(A)were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;

(B)fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and

(C)show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations required to be included in accordance with GAAP.

(b)The projections through the fiscal year ending January, 2009 of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions contained therein.

Section 3.2No Change.

Since January 28, 2006, except as disclosed in the quarterly and annual reports filed by the Borrower with the SEC, there has been no development or event which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

Section 3.3Corporate Existence; Compliance with Law.

Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite power and authority and the legal right to own and operate all its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to conduct business and is in good standing under the laws of (i) the jurisdiction of its organization, (ii) the jurisdiction where its chief executive office is located and (iii) each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to so qualify or be in good standing could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business or operations of the Credit Parties and their Subsidiaries in such jurisdiction and (d) is in compliance with all Requirements of Law, government permits and government licenses except to the extent that the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The jurisdictions in which the Credit Parties as of the Closing Date are organized and qualified to do business are described on Schedule 3.3.

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Section 3.4Corporate Power; Authorization; Enforceable Obligations.

Each of the Credit Parties has full power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any of the Credit Parties (other than those that have been obtained) or with the validity or enforceability of any Credit Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which it is a party has been duly executed and delivered on behalf of each Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Section 3.5No Legal Bar; No Default.

The execution, delivery and performance of the Credit Documents, the borrowings thereunder and the use of the proceeds of the Term Loan will not violate any Requirement of Law or any Contractual Obligation of any Credit Party (except as set forth on Schedule 3.5 and except those as to which waivers or consents have been obtained), and will not result in, or require, the creation or imposition of any Lien on any Credit Party’s properties or revenues pursuant to any Requirement of Law or Contractual Obligation other than the Liens arising under or contemplated in connection with the Credit Documents. No Credit Party is in default under or with respect to any of its Material Contracts in any material respect. No Default or Event of Default has occurred and is continuing.

Section 3.6No Material Litigation.

No litigation, investigation, claim, criminal prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to the Credit Documents or the Term Loan or any of the transactions contemplated hereby, or (b) which, if adversely determined, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.7Investment Company Act;  Etc.

No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under the Federal Power Act, the Interstate

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Commerce Act, or any federal or state statute or regulation limiting its ability to incur the Credit Party Obligations.

Section 3.8Margin Regulations.

No part of the proceeds of the Term Loan hereunder will be used directly or indirectly for any purpose that violates, or that would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Credit Parties and their Subsidiaries (a) are not engaged, principally or as one of their important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” “margin stock” within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own “margin stock” except as identified in the financial statements referred to in Section 3.1 and the aggregate value of all “margin stock” owned by the Credit Parties and their Subsidiaries taken as a group does not exceed 25% of the value of their assets.

Section 3.9ERISA.

Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan.

Section 3.10Environmental Matters.

Except for matters which, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE:

(a)The facilities, Collateral and properties owned, leased or operated by the Credit Parties or any of their Subsidiaries (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Environmental Law.

(b)The Properties and all operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law

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with respect to the Properties or the business operated by the Credit Parties or any of their Subsidiaries (the “Business”).

(c)Neither the Credit Parties nor their Subsidiaries have received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability with respect to environmental matters or Environmental Laws regarding any of the Properties or the Business, nor do the Credit Parties and their Subsidiaries have knowledge or reason to believe that any such notice will be received or is being threatened.

(d)Materials of Environmental Concern have not been transported, generated, treated, stored or disposed of from, on or under the Properties in violation of, or in a manner or to a location that could give rise to liability under any Environmental Law.

(e)No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Credit Parties and their Subsidiaries, threatened, under any Environmental Law to which any Credit Party or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.

(f)The Credit Parties and their Subsidiaries: (i) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; (ii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iii) reasonably believe that:  each of their Environmental Permits will be timely renewed and complied with, without material expense; any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense; and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

Section 3.11Use of Proceeds.

The proceeds of the Term Loan shall be used by the Borrower solely (a) to refinance certain existing Indebtedness of the Borrower and its Subsidiaries (including the Convertible Senior Notes), (b) to pay any fees and expenses associated with this Credit Agreement on the Closing Date and (c) for general corporate purposes of the Credit Parties and their Subsidiaries.

Section 3.12Subsidiaries.

Set forth on Schedule 3.12 is a complete and accurate list of all Subsidiaries of the Credit Parties as of the Closing Date. The outstanding Capital Stock and other equity interests of all such Subsidiaries is validly issued, fully paid and non-assessable and is owned free and clear of

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all Liens (other than those arising under or contemplated in connection with the Credit Documents).

Section 3.13Ownership.

Each of the Credit Parties and its Subsidiaries has title to all of its Mortgaged Properties free from any Lien other than Permitted Liens. Each of the Credit Parties and its Subsidiaries has title to all of its assets other than Mortgaged Properties subject to Permitted Liens and except for matters with respect to such assets that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 3.14Indebtedness.

Except as otherwise permitted under Section 6.1, the Credit Parties and their Subsidiaries have no Indebtedness.

Section 3.15Taxes.

Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, each of the Credit Parties and their Subsidiaries has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) that are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP.

Section 3.16Intellectual Property Rights.

Each of the Credit Parties and their Subsidiaries owns, or has the legal right to use, all Intellectual Property, tradenames, technology, know-how and processes necessary for each of them to conduct its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor do the Credit Parties or any of their Subsidiaries know of any such claim, and, to the knowledge of the Credit Parties and their Subsidiaries, the use of such Intellectual Property by the Credit Parties or any of their Subsidiaries does not infringe on the rights of any Person in any material respect.

Section 3.17Solvency.

After giving effect to the Transactions, the fair saleable value of each Credit Party’s assets, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has unreasonably small capital in relation to the business in which it is or proposes to be engaged or (b) has incurred, or believes that it will incur after giving effect to the Transactions, debts beyond its

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ability to pay such debts as they become due. In executing the Credit Documents and consummating the Transactions, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit Parties is or will become indebted.

Section 3.18Investments.

All Investments of each of the Credit Parties and their Subsidiaries are permitted by Section 6.5.

Section 3.19Location of Collateral.

Set forth on Schedule 3.19(a) is a list of all Mortgaged Properties of the Credit Parties and their Subsidiaries as of the Closing Date with street address, city and state where located. Set forth on Schedule 3.19(b) is the chief executive office of each of the Credit Parties and their Subsidiaries as of the Closing Date. The state of incorporation or organization of each of the Credit Parties is as set forth on Schedule 3.3.

Section 3.20No Burdensome Restrictions.

None of the Credit Parties and their Subsidiaries is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 3.21Brokers’ Fees.

None of the Credit Parties and their Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s, investment banking or other similar fee in connection with any of the transactions contemplated under the Credit Documents other than the closing and other fees payable pursuant to this Credit Agreement and as set forth in the Engagement Letter.

Section 3.22Labor Matters.

There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties or any of their Subsidiaries as of the Closing Date, other than as set forth in Schedule 3.22 hereto, and none of the Credit Parties and their Subsidiaries (a) has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years, other than as set forth in Schedule 3.22 hereto, or (b) has knowledge of any potential or pending strike, walkout or work stoppage. Other than as set forth on Schedule 3.22, no unfair labor practice complaint is pending against any Credit Party or any of its Subsidiaries that is reasonably likely to result in a Material Adverse Effect.

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Section 3.23Accuracy and Completeness of Information.

All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of any Credit Party or any of its Subsidiaries to the Administrative Agent, the Arranger or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading.

Section 3.24Material Contracts.

Schedule 3.24 sets forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in effect as of the Closing Date. Each such Material Contract is, and after giving effect to the Transactions will be, in full force and effect in accordance with the terms thereof. The Credit Parties and their Subsidiaries have delivered to the Administrative Agent a true and complete copy of each Material Contract.

Section 3.25Insurance.

The insurance coverage of the Credit Parties and their Subsidiaries as of the Closing Date is outlined as to carrier, policy number, expiration date, type and amount on Schedule 3.25 and such insurance coverage complies with the requirements set forth in Section 5.5(b), (d) and (e).

Section 3.26Security Documents.

The Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby. Except as set forth in the Security Documents, such security interests and Liens are currently (or will be, upon the recordation of the applicable Mortgage Instruments, in each case in favor of the Administrative Agent, on behalf of the Lenders) perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

Section 3.27Classification of Senior Indebtedness.

The Credit Party Obligations constitute “Designated Senior Indebtedness” or “Senior Indebtedness” (or any similar classification) under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto and the Administrative Agent and the Lenders are entitled to rely on such subordination provisions. Except as set forth on Schedule 3.27, the incurrence of the Credit Party Obligations and the granting of Liens on the assets of the Credit Parties to secure the Credit Party Obligations is permitted by the terms of any senior note purchase agreements to which a Credit Party or any Subsidiary thereof is a party and will not require the granting of a Lien to the holder of any senior note.

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Section 3.28Anti-Terrorism Laws.

Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Credit Party nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act (as defined in Section 9.18). None of the Credit Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

Section 3.29Compliance with OFAC Rules and Regulations.

None of the Credit Parties or their Subsidiaries or, to the actual knowledge of any Credit Party, their respective Affiliates (a) is a Sanctioned Person, (b) has more than 15% of its assets in Sanctioned Countries, or (c) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of the Term Loan will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

Section 3.30Compliance with FCPA.

Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties and their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

Section 3.31Mortgaged Properties.

(a)Compliance with Laws. Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, each Credit Party and each Mortgaged Property and the use thereof comply in all material respects with all applicable Requirements of Law (including with respect to the American Disabilities Act, parking and applicable zoning and land use laws, regulations and ordinances). Each Mortgaged Property is used by a Credit Party or its tenant (or other occupant) exclusively for retail use, warehouse, office use, automobile service or other lawful commercial uses and other lawful uses appurtenant or ancillary thereto. Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, (i) no legal proceedings are pending or, to the

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knowledge of the Borrower, threatened with respect to the zoning of any Mortgaged Property, (ii) neither the zoning nor any other right to construct, use or operate any Mortgaged Property is in any way dependent upon or related to any property other than such Mortgaged Property, (iii) all certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Mortgaged Properties (collectively, the “Licenses”) have been obtained and are in full force and effect, (iv) the use being made of each Mortgaged Property is in conformity with the certificate of occupancy issued for such Mortgaged Property, if a certificate of occupancy is required, or is otherwise operating in conformity with other required approvals and (v) is in conformity with all other restrictions, covenants and conditions affecting such Mortgaged Property.

(b)Leases. Except as set forth on Schedule 3.31(b), none of the Mortgaged Properties is subject to any lease or sublease, including any ground lease.

(c)Utilities and Public Access; Parking. (i) Each Mortgaged Property has adequate rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Mortgaged Property for its intended uses, (ii) all public utilities necessary to the full use and enjoyment of each Mortgaged Property as currently used and enjoyed are located either in the public right-of-way abutting such Mortgaged Property (which are connected so as to serve the Mortgaged Property without passing over other property) or in recorded easements serving the Mortgaged Property and such easements are set forth in and insured by the applicable Title Insurance Policy and (iii) except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, each Mortgaged Property has sufficient parking (whether by right, pursuant to an REA or pursuant to an irrevocable easement) to the extent required to comply with all Requirements of Law.

(d)Physical Condition. The Mortgaged Properties, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in serviceable condition, order and repair in all material respects (ordinary wear and tear excepted). Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, there exists no material structural, mold or other material defects or damages in any Mortgaged Property, as a result of a casualty or otherwise, and whether latent or otherwise. Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Mortgaged Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

(e)Condemnation. Except for those partial takings set forth on Schedule 3.31(e), no Condemnation or other proceeding has been commenced or, to the

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Borrower’s best knowledge, is threatened or contemplated with respect to all or any portion of the Mortgaged Properties or for the relocation of roadways providing access to any Mortgaged Property.

(f)Separate Lots; Assessments. Each Mortgaged Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with such Mortgaged Property or any portion thereof. Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Mortgaged Property, nor are there any contemplated improvements to such Mortgaged Property that may result in such special or other assessments.

(g)Boundaries. Except to the extent affirmatively insured over under the title policies and except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, (i) none of the Improvements which were included in determining the appraised value of the any Mortgaged Property lie outside the boundaries and building restriction lines of such Mortgaged Property to any material extent, and (ii) no improvements on adjoining properties encroach upon the such Mortgaged Property and no easements or other encumbrances upon such Mortgaged Property encroach upon any of the Improvements so as to materially affect the value or marketability of such Mortgaged Property.

(h)Reciprocal Easement Agreements. Except for matters that, either individually or in the aggregate, could not reasonably be expected to have a Mortgaged Property MAE, neither any Credit Party nor any Subsidiary thereof is in default (nor has any notice been given or received with respect to any alleged or current default) under any of the terms and conditions of a REA, and each REA remains unmodified and in full force and effect. To the Credit Parties’ knowledge, all easements granted pursuant to any REA that were to have survived the site preparation and completion of construction (to the extent the same has been completed), remain in full force and effect and have not been released, terminated, extinguished or discharged by agreement or otherwise. All material sums due and owing by a Credit Party to other parties to any REA (or, to the Credit Parties’ knowledge, by the other parties to each REA to a Credit Party) pursuant to the terms of such REA (including, without limitation, all sums, charges, fees, assessments, costs and expenses in connection with any taxes, site preparation and construction, non-shareholder contributions, and common area and other property management activities) have been paid, and no Lien has attached on any Mortgaged Property (or threat thereof has been made) for failure to pay any of the foregoing.

(i)No Flood Hazard Properties. No Mortgaged Property is a Flood Hazard Property unless flood insurance acceptable to Administrative Agent has been provided for such Mortgaged Property.

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ARTICLE IV

CONDITIONS PRECEDENT

Section 4.1Conditions to Closing Date.

This Credit Agreement shall become effective upon, and the obligation of each Lender to make its portion of the Term Loan on the Closing Date is subject to, the satisfaction of the following conditions precedent:

(a)Execution of Credit Agreement and Credit Documents. The Administrative Agent shall have received (i) counterparts of this Credit Agreement, executed by a duly authorized officer of each party hereto, (ii) for the account of each Lender requesting a note, a Term Loan Note, (iii) counterparts of each Mortgage Instrument, in each case conforming to the requirements of this Credit Agreement and executed by duly authorized officers of the Credit Parties or other Person, as applicable, and (iv) counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto.

(b)Corporate Documents. The Administrative Agent shall have received a (i) certificate for each Credit Party, certified by an officer of such Credit Party as of the Closing Date, certifying that the (A) articles of incorporation, partnership agreement or other charter documents of such Credit Party, and (B) the bylaws or other operating agreement of such Credit Party, which were delivered to the Administrative Agent in connection with the closing of the Existing Credit Agreement, have not been rescinded or modified, have been in full force and effect since the closing date of the Existing Credit Agreement and are in full force and effect as of the Closing Date, (ii) resolutions of the board of directors or other comparable governing body of such Credit Party approving and adopting the Credit Documents, the transactions contemplated herein and authorizing the execution and delivery hereof, (iii) copies of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and (iv) an incumbency certificate of each Credit Party certified by a secretary or assistant secretary (pursuant to a secretary’s certificate in substantially the form of Schedule 4.1(b) attached hereto) to be true and correct as of the Closing Date.

(c)Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

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(d)Real Property Collateral. The Administrative Agent shall have received, to the extent not already received in connection with the Existing Credit Agreement, in form and substance satisfactory to the Administrative Agent and the Lenders:

(i)to the extent required by the Administrative Agent, searches of Uniform Commercial Code filings in each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

(ii)completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral;

(iii)fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed on Schedule 3.19(a);

(iv)with respect to each Mortgaged Property listed in Schedule 3.19(a), a Mortgage Title Insurance Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Title Insurance Policy shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent;

(v)evidence as to (A) whether any Mortgaged Property listed in Schedule 3.19(a) is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;

(vi)except as set forth in Section 5.15, maps or plats of an as-built survey of the sites of the Mortgaged Properties listed in Schedule 3.19(a) certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated the original date the survey was created and the day of the last revision by American National Surveyors, which maps or plats

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and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map;

(vii)pollution and remediation legal liability insurance covering legal expenses, remediation costs and loss of value for all owned Mortgaged Properties listed in Schedule 3.19(a) relating to environmental issues on, under or emanating from the Property in such reasonable amounts as requested by the Administrative Agent;

(viii)opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; and

(ix)a Mass Appraisal by Cushman & Wakefield for each owned Mortgaged Property not previously pledged as Collateral under the Existing Credit Agreement, in form and substance satisfactory to the Administrative Agent (the “2006 Appraisals”).

(e)Liability, Casualty, Property and Business Interruption Insurance. The Administrative Agent shall have received copies of insurance policies or certificates of insurance evidencing liability, casualty, property and business interruption insurance meeting the requirements set forth herein or in the Security Documents. The Administrative Agent shall be named as loss payee, mortgagee and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled.

(f)Litigation. There shall not exist (i) any material pending or threatened litigation, injunction, order or claim (A) which could have a material adverse effect on the business, properties, operations or financial condition of the Borrower and its Subsidiaries (taken as a whole) or (B) with respect to this Agreement or the other Credit

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Documents, or (ii) any pending or threatened bankruptcy or insolvency with respect to the Borrower or any of its Subsidiaries, in each case that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date.

(g)Solvency Certificate. The Administrative Agent shall have received an officer’s certificate prepared by the chief financial officer of the Borrower as to the financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, taken as a whole, after giving effect to the initial borrowings under the Credit Documents, in substantially the form of Schedule 4.1(g) hereto.

(h)Account Designation Letter. The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1(a) hereto.

(i)Corporate Structure. The number of shares of each class of Capital Stock issued and outstanding and the ownership thereof of the Credit Parties and their Subsidiaries as of the Closing Date shall be as described in Schedule 3.12. The Administrative Agent shall be reasonably satisfied with the legal, tax, accounting, business, regulatory and other matters relating to the Transactions or to the Credit Parties and their Subsidiaries after giving effect thereto.

(j)Consents. The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing.

(k)Compliance with Laws. The financings and other Transactions contemplated hereby shall be in compliance with all applicable laws and regulations (including all applicable securities and banking laws, rules and regulations).

(l)Bankruptcy. There shall be no bankruptcy or insolvency proceedings with respect to Credit Parties or any of their Subsidiaries.

(m)Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full (or discharged in accordance with their respective terms) and all security interests related thereto shall be terminated on the Closing Date; provided that the Convertible Senior Notes shall be terminated on or prior to the Closing Date or the Borrower shall have irrevocably funded, on or prior to the Closing Date, to the applicable trustee the amount required to satisfy in full the Convertible Senior Notes on terms and conditions reasonably satisfactory to the Administrative Agent.

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(n)Financial Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 3.1 hereof, each in form and substance satisfactory to it.

(o)No Material Adverse Change. Since January 29, 2006, there has been no material adverse change in the business, properties, operations or financial condition of the Borrower and its Subsidiaries (taken as a whole) and there shall not have occurred any material disruption or material adverse change in the financial, banking or capital markets (including the loan syndication market) that has impaired or would impair the Arranger’s ability to syndicate the facilities.

(p)Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date stating that (i) to the knowledge of any Credit Party, there is no action, suit, investigation, litigation or proceeding pending or ongoing in any court or before any other Governmental Authority that purports to affect any Credit Party or any of its Subsidiaries, or any transaction contemplated by the Credit Documents, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date, (ii) immediately after giving effect to this Credit Agreement, the other Credit Documents, and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and (C) the Credit Parties are in pro forma compliance with the initial financial covenant set forth in Section 5.9 (as evidenced through detailed calculations of such financial covenant on a schedule to such certificate) as of the last day of the month immediately preceding the Closing Date and (iii) each of the conditions precedent in Sections 4.1 have been satisfied.

(q)Material Contracts. The Administrative Agent shall have received true and complete copies, certified by an officer of the Borrower as true and complete, of all Material Contracts, together with all exhibits and schedules.

(r)Patriot Act Certificate. The Administrative Agent shall have received a certificate satisfactory thereto, for benefit of itself and the Lenders, provided by the Borrower that sets forth information required by the Patriot Act (as defined in Section 9.18) including, without limitation, the identity of the Credit Parties, the name and address of the Credit Parties and other information that will allow the Administrative Agent or any Lender, as applicable, to identify the Borrower in accordance with the Patriot Act.

(s)Debt Ratings. The Term Loan shall have received Debt Ratings from S&P and Moody’s.

(t)Fees. The Administrative Agent and the Lenders shall have received all fees, if any, owing pursuant to the Engagement Letter and Section 2.3.

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(u)Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE V

AFFIRMATIVE COVENANTS

The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until no Term Note remains outstanding and unpaid and the Credit Party Obligations and all other amounts owing to the Administrative Agent or any Lender hereunder are paid in full, the Credit Parties shall, and shall cause each of their Subsidiaries (other than in the case of Sections 5.1 or 5.2 hereof), to:

Section 5.1Financial Statements.

Furnish to the Administrative Agent and each of the Lenders:

(a)Annual Financial Statements. As soon as available and in any event no later than the earlier of (i) to the extent applicable, the date the Borrower is required by the SEC to deliver its Form 10-K for any fiscal year of the Borrower and (ii) ninety (90) days after the end of each fiscal year of the Borrower, a copy of the Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its consolidated Subsidiaries for such year, which shall be audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Required Lenders, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification and without any other material qualification or exception; provided, however, if the Administrative Agent or any Lender requires such delivery through any means other than filing such financial statements with the SEC, such delivery by other means shall occur not later than five (5) days following such filing with the SEC;

(b)Quarterly Financial Statements. As soon as available and in any event no later than the earlier of (i) to the extent applicable, the date the Borrower is required by the SEC to deliver its Form 10-Q for any fiscal quarter of the Borrower and (ii) forty-five (45) days after the end of each fiscal quarter of the Borrower, a copy of the Consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such period and related Consolidated and consolidating statements of income and retained earnings and of cash flows for the Borrower and its Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form consolidated figures for the corresponding period or periods of the

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preceding fiscal year (subject to normal recurring year-end audit adjustments); provided, however, if the Administrative Agent or any Lender requires such delivery through any means other than filing such financial statements with the SEC, such delivery by other means shall occur not later than five (5) days following such filing with the SEC; and

(c)Annual Operating Budget and Cash Flow. Within five (5) days of approval by the Board of Directors of the Borrower, but in any event within sixty (60) days of the Borrower’s fiscal year end, a copy of the detailed annual operating budget or plan including cash flow projections of the Borrower and its Subsidiaries for the next four fiscal quarter periods prepared on a quarterly basis, in form and detail reasonably acceptable to the Administrative Agent and the Lenders, together with a summary of the material assumptions made in the preparation of such annual budget or plan;

except for projections provided in accordance with subsection (c) above, all such financial statements to be complete and correct in all material respects (subject, in the case of interim statements, to normal recurring year-end audit adjustments) and to be prepared in reasonable detail and, in the case of the annual and quarterly financial statements provided in accordance with subsections (a) and (b) above, in accordance with GAAP applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change, if any, in the application of accounting principles as provided in Section 1.3.

Section 5.2Certificates; Other Information.

Furnish to the Administrative Agent and each of the Lenders:

(a)concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, (i) a certificate of a Responsible Officer substantially in the form of Schedule 5.2(a)(i) stating that, to the best of such Responsible Officer’s knowledge, none of the Credit Parties has obtained knowledge of any Default or Event of Default except as specified in such certificate and such certificate shall include the calculations in reasonable detail (A) required to indicate compliance with Section 5.9 as of the last day of such period and (B) determining the Senior Leverage Ratio as of the last day of such period to the extent the Senior Leverage Ratio meets the Senior Leverage Ratio Target and (ii) a Collateral Value Report substantially in the form of Schedule 5.2(a)(ii).

(b)concurrently with or prior to the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, (i) an updated copy of Schedule 3.12 if the Borrower or any of its Subsidiaries has formed or acquired a new Subsidiary since the Closing Date or since Schedule 3.12 was last updated, as applicable and (ii) an updated copy of Schedule 3.24 if any new Material Contract has been entered into since the Closing Date or since Schedule 3.24 was last updated, as applicable, together with a copy of each new Material Contract and (iii) an updated copy of Schedule 3.25 if the Borrower or any of its Subsidiaries has altered or acquired any insurance policies since the Closing Date in any material respect;

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(c)within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding the amount of all Asset Dispositions and acquisitions that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year; and

(d)promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request.

Section 5.3Payment of Taxes and Other Obligations.

Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, subject, where applicable, to specified grace periods, (a) its taxes (Federal, state, local and any other taxes), (b) its other obligations and liabilities of whatever nature in accordance with industry practice and (c) any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount to be paid, discharged or otherwise satisfied is less than $5,000,000 or when the amount or validity of any such taxes, obligations and liabilities is currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Credit Parties. The Borrower and its Subsidiaries shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Mortgaged Property (other than Permitted Liens), and shall promptly pay for all utility services provided to the Mortgaged Properties, except to the extent failure to pay such utility services could not reasonably be expected to have a Mortgaged Property MAE.

Section 5.4Conduct of Business and Maintenance of Existence.

(a) Continue to engage in business of the same general type as now conducted by it on the Closing Date and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business; (b) comply in all material respects with all Material Contracts; (c) comply with all Requirements of Law applicable to it except to the extent that failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) not commit, permit or suffer to exist any act or omission affording any Governmental Authority the right of forfeiture as against any Mortgaged Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Credit Documents. The Borrower shall at all times maintain, preserve and protect all franchises and material trade names used in connection with the operation of the Mortgaged Properties.

Section 5.5Maintenance of Property; Insurance.

(a)Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and obsolescence excepted).

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(b)Maintain with financially sound and reputable insurance companies having a claims paying ability rating of “A-” or better by S&P and Moody’s (or such other rating agencies acceptable to the Administrative Agent) liability, casualty, property and business interruption insurance (including, without limitation, insurance with respect to its Collateral) in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Administrative Agent, upon the request of the Administrative Agent, full information as to the insurance carried. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such casualty, property and liability insurance, as applicable.

(c)Cause the Mortgaged Properties to be maintained in a good and safe condition and repair (excepting customary and ordinary wear and tear) and in accordance with the O&M Plans. The Improvements and the Fixtures shall not be removed, demolished or materially altered (except for replacement of the Fixtures in the ordinary course of business) without the prior written consent of Administrative Agent; provided that, the Credit Parties shall have the right to improve any Mortgaged Property so long as the economic value, useful life, utility, condition, operational capacity and functional capacity of such Mortgaged Property is not decreased or diminished by such improvement. If under applicable zoning provisions the use of all or any portion of any Mortgaged Property is or shall become a nonconforming use, the Credit Parties will not knowingly and intentionally cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express written consent of Administrative Agent. The Credit Parties will not commit or suffer any waste of the Mortgaged Properties or take any action that invalidates or causes the cancellation of any insurance policy with respect to the Mortgaged Properties, or do or permit to be done on any Mortgaged Property anything that may in any way materially impair the value of such Mortgaged Property or the Lien on such Mortgaged Property (except for Permitted Liens). Subject to the rights of others under Permitted Liens, the Credit Parties will not, without the prior written consent of Administrative Agent, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of any Mortgaged Property, regardless of the depth thereof or the method of mining or extraction thereof.

(d)The Credit Parties shall obtain and maintain, or cause to be maintained, at all times insurance for the Credit Parties and each Mortgaged Property providing at least the following coverages:

(i)comprehensive “all risk” insurance on the Improvements and the Fixtures, in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements and Fixtures waiving all co-insurance provisions; (C) providing for no deductible or self-insured retention in excess of $500,000 for all such insurance coverage; and (D) if

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any of the Improvements or the use of the Mortgaged Property shall at any time constitute “legal nonconforming” structures or uses, providing coverage for contingent liability from operation of building laws, demolition costs and increased cost of construction endorsements and containing an “Ordinance or Law Coverage” or “Enforcement” endorsement. In addition, Credit Parties shall obtain: (x) windstorm insurance in amounts and in form and substance acceptable to the Administration Agent; (y) if any portion of the Improvements is currently or at any time in the future located in a “special flood hazard area” designated by the Federal Emergency Management Agency, flood hazard insurance in an amount equal to the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended; and (z) earthquake insurance in amounts and in form and substance reasonably satisfactory to Administrative Agent in the event the Mortgaged Property is located in an area with a high degree of seismic risk;

(ii)commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Mortgaged Property, with such insurance (A) to be in an amount reasonably acceptable to the Administrative Agent; and (B) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations; (3) independent contractors and (4) blanket contractual liability;

(iii)at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Mortgaged Property coverage form does not otherwise apply, (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in subsection (i) above written in a so-called Builder’s Risk Completed Value form (1) on a non-reporting basis, (2) against “all risks” insured against pursuant to subsection (i) above, (3) including permission to occupy the Mortgaged Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(iv)workers’ compensation, subject to applicable statutory limits, and employer’s liability insurance in respect of any work or operations on or about the Mortgaged Property, or in connection with such Mortgaged Property or its operation (if applicable); and

(v)pollution and remediation legal liability insurance covering legal expenses, remediation costs and loss of value for all Mortgaged Properties relating to environmental issues on, under or emanating from the Mortgaged Property in such reasonable amounts as requested by the Administrative Agent; provided that (A) such insurance shall be (1) not less than $5,000,000 per Mortgaged Property per occurrence and (2) not less than $25,000,000 in the aggregate and (B) no deductible shall be in excess of $250,000.

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(e)All insurance policies provided for in Section 5.5 shall contain clauses or endorsements to the effect that:

(i)no act or negligence of any Credit Party, or anyone acting for any Credit Party, or any other tenant or other occupant, or failure to comply with the provisions of any insurance policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Administrative Agent is concerned;

(ii)the insurance policies shall not be materially changed (other than to increase the coverage provided thereby) or canceled without at least thirty (30) days’ prior written notice to Administrative Agent and any other party named therein as an additional insured;

(iii)the issuers thereof shall give written notice to Administrative Agent if the insurance policies have not been renewed thirty (30) days prior to its expiration; and

(iv)the Administrative Agent shall not be liable for any insurance premiums thereon or subject to any assessments thereunder.

(f)If at any time Administrative Agent is not in receipt of written evidence that all insurance required hereunder is in full force and effect, the Administrative Agent shall have the right, without notice to the Credit Parties, to take such action as the Administrative Agent deems necessary to protect its interest in any Mortgaged Property, including, without limitation, obtaining such insurance coverage as Administrative Agent in its sole discretion deems appropriate. All premiums incurred by Administrative Agent in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by the Credit Parties to the Administrative Agent upon demand and, until paid, shall be secured by the Mortgages and shall bear interest at the default rate set forth in Section 2.5.

(g)Comply with all of the material terms and conditions in each REA.

Section 5.6Inspection of Property; Books and Records; Discussions.

Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and upon reasonable notice by the Administrative Agent, the Administrative Agent (at the request of any Lender or otherwise) to visit and inspect any Mortgaged Property or any other property where books and records are located and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower and

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its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

Section 5.7Notices.

Give notice in writing to the Administrative Agent (which shall promptly transmit such notice to each Lender) of:

(a)promptly, but in any event within two (2) Business Days after any Credit Party knows or has reason to know thereof, the occurrence of any Default or Event of Default;

(b)promptly, any default or event of default under any Material Contract of any Credit Party or any of their Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $5,000,000;

(c)promptly, any litigation, or any investigation or proceeding known to any Credit Party (i) affecting any Credit Party or any of their Subsidiaries which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $5,000,000, (ii) affecting or with respect to this Credit Agreement, any other Credit Document or any security interest or Lien created thereunder or (iii) involving an environmental claim or potential liability under Environmental Laws which could reasonably be expected to have, individually or in the aggregate, a Mortgaged Property MAE;

(d)any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which could reasonably be expected to have a Material Adverse Effect;

(e)any attachment, judgment, lien, levy or order exceeding $5,000,000 that may be assessed against or threatened against any Credit Party other than Permitted Liens;

(f)as soon as possible and in any event within thirty (30) days after any Credit Party knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or any Credit Party, any Commonly Controlled Entity or any Multiemployer Plan, with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan;

(g)promptly, any notice of violation of any Requirement of Law received by a Credit Party from any Governmental Authority (including, without limitation, any

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notice of violation of Environmental Laws) to the extent such violation could result in a fine, penalty or other liability in excess of $75,000;

(h)any (i) notice that any Governmental Authority has revoked or is likely to revoke any Environmental Permit held by, or has refused to issue or renew, or is likely to refuse to issue or renew, any Environmental Permit sought by, the Borrower or any of its Subsidiaries to the extent such revocation, non-renewal or refusal to issue could reasonably be expected to have a Mortgaged Property MAE; (ii) listing or proposal for listing any property owned, leased, or operated by the Borrower or any of its Subsidiaries on, any list maintained by any Governmental Authority for possible environmental investigation or remediation, including without limitation the National Priorities List and the Comprehensive Environmental Response, Compensation and Liability Information System list maintained by the U.S. Environmental Protection Agency and any similar list maintained by any other federal, state, local, or other authority; or (iii) development, event or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to have a Mortgaged Property MAE; and

(i)promptly, any other development or event which could reasonably be expected to have a Mortgaged Property MAE.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Credit Parties propose to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof

Section 5.8Environmental Laws.

(a)Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws;

(b)Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings; and

(c)Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under,

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any Environmental Law applicable to the operations of the Credit Parties or any of their Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Credit Party Obligations and all other amounts payable hereunder and termination of the Term Loan Commitments and the Credit Documents.

Section 5.9Financial Covenant.

Comply with the following financial covenant:

Minimum EBITDA. (a) As of the end of any month during which a Minimum EBITDA Maintenance Event has occurred and is continuing or (b) upon the occurrence of the fourth Minimum EBITDA Maintenance Event during the term of this Agreement and until the end of the term of this Agreement, the Borrower and its Subsidiaries (inclusive of the Insurance Subsidiary) shall have ABL Consolidated EBITDA for the twelve (12) consecutive months then ended of at least $170,000,000.

Section 5.10Additional Guarantors.

The Credit Parties will cause each of their Domestic Subsidiaries (other than the Insurance Subsidiary to the extent such Subsidiary is engaged in the insurance business and is regulated by the relevant Governmental Authority), whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Domestic Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Capital Stock of any other Person. In connection with the foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1 (b)-(e), (t) and 5.12 and such other documents or agreements as the Administrative Agent may reasonably request.

Section 5.11Compliance with Law.

Comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its Property if noncompliance with any such law, rule, regulation, order or restriction could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 5.12Pledged Collateral; Substitutions; Releases.

(a)Collateral Value Test. From the Closing Date until the Maturity Date, cause Properties with a Collateral Value (as of the most recent appraisals) of at least 2.0 times the principal amount of the then outstanding Term Loan to be, at all times, subject to a valid, first priority perfected Lien, in favor of the Administrative Agent on behalf of the Lenders, granted by the Credit Parties; provided that (i) the Mortgaged Properties shall at all times consist of Properties with a Collateral Value (as of the most recent appraisals) of at least $150,000,000 and (ii) Mortgaged Properties that are vacant or otherwise non-operational or that are being altered, renovated or refurbished at any one time (excluding minor alterations and upkeep) (A) shall not represent more than 15% of the total number of Mortgaged Properties at any time and (B) together with the Mortgaged Properties subject to a lease or sublease (other than those set forth on Schedule 3.31(b)) in accordance with the terms of Section 6.4(d), shall not represent more than 25% of the total number of Mortgaged Properties at any time. If at any time there exists a deficiency in the amount of the Collateral required to be delivered pursuant to this Section, the Borrowers shall within forty-five (45) days, deliver additional Properties as Collateral to secure the Credit Party Obligations in an aggregate amount sufficient to eliminate such deficiency. The Borrower and its Subsidiaries will deliver the Collateral and such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of the Borrower and any applicable Subsidiaries, favorable opinions of counsel to the Borrower and such Subsidiaries (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder), and other items of the types required to be delivered by the Administrative Agent all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b)Substitution or Release of Collateral. Notwithstanding the foregoing, so long as no Default or Event of Default exists or would otherwise result therefrom, the Borrower shall be permitted from time to time to (i) substitute additional Properties reasonably satisfactory to the Administrative Agent (collectively, the “Substituted Properties”) as Collateral for Properties previously pledged as Collateral; provided, that, the Collateral Value of all Substituted Properties shall not exceed fifteen percent (15%) of the Collateral Value of all Mortgaged Properties, in each case as determined at the time of any such substitution by the 2005 Appraisals, the 2006 Appraisals or such later appraisals as may be required by the Administrative Agent, as applicable, and/or (ii) request that certain Collateral be released so long as, prior to any release of Collateral, the Borrower shall deliver to the Administrative Agent an updated Collateral Value Report demonstrating, to the satisfaction of the Administrative Agent, that after giving effect to such release (and any new Collateral pledged in substitution therefor) the Collateral Value shall be greater than or equal to 2.0 times the principal amount of the then outstanding Term Loan. In connection with the delivery of additional Collateral, the Credit Parties shall comply with the requirements set forth in Subsection (a) hereof. To the extent the Borrower requests the release of certain Collateral in accordance with the

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terms hereof, then the Administrative Agent shall promptly release Collateral, at the expense of the Borrower.

(c)New Appraisals. Have each Mortgaged Property be subject to a Mass Appraisal by a nationally recognized appraisal firm no less frequently than every 20 months after the later of (i) January 27, 2006 and (ii) the date of the last Mass Appraisal or new market value appraisal of such Mortgaged Property (the “Reappraisal Date”). The Mass Appraisal shall conform with FIRREA guidelines and shall have the form of a “mass appraisal” as set forth in the USPAP guidelines.  The Mass Appraisal shall contain both a “fair market value” and a “dark value” for each of the Mortgaged Properties.  The “fair market value” shall be determined based on both (i) then current sales of similarly sized properties in similar markets and (ii) then current market rental rates for comparable properties, capped at then prevailing cap rates for similar credits.  The “dark value” shall be determined by adjusting the fair market value down for (A) rent loss during the re-leasing period, (B) anticipated tenant improvements, (C) leasing commissions at market rates and (D) holding costs during the re-leasing period.  The representative sample shall include both the highest and lowest performing Mortgaged Properties and shall have similar geographic concentrations to that of the larger Mortgaged Property pool. In addition to the foregoing requirements of this Section 5.12(e), to the extent (i) the Borrower encumbers, enters into sale leaseback arrangements with respect to or otherwise disposes of Properties not constituting Collateral with a fair market value in excess of $125,000,000 and (ii) a period of at least one year has elapsed since the date of the last Mass Appraisal, then the Borrower must provide new market value appraisals for the Mortgaged Properties then constituting Collateral; provided that to the extent the Borrower is not required to deliver new market value appraisals at the time the Borrower encumbers, enters into sale leaseback arrangements with respect to or otherwise disposes of Properties not constituting Collateral with a fair market value in excess of $125,000,000, then the Borrower shall deliver new market value appraisals upon the next Reappraisal Date.

Section 5.13[Reserved].

Section 5.14Casualty and Condemnation.

(a)If the Borrower has knowledge of a Casualty or a Condemnation of a Mortgaged Property or any interest therein, the Borrower, within fifteen (15) days of obtaining such knowledge, shall give notice thereof to the Administrative Agent generally describing the nature and extent of such Casualty or Condemnation.

(b)To the extent a Casualty or Condemnation occurs at such time that (i) a Default has occurred and is continuing, any condemnation proceeds, award, compensation or insurance proceeds received by the Borrower shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall be retained by the Administrative Agent) as security for the Credit Party Obligations and shall not be available under this Section 5.13 to the Borrower until the Default has been cured and all Credit Party Obligations are made fully current and (ii) an Event of Default has occurred

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and is continuing, any condemnation proceeds, award, compensation or insurance proceeds shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall be retained by the Administrative Agent) as security for the Credit Party Obligations and shall be subject to application pursuant to the remedies available to the Administrative Agent and the Lenders under this Agreement and at law.

(c)If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting greater than fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2005 Appraisals, the 2006 Appraisals, or such later appraisals as may be required by the Administrative Agent, as applicable, the Borrower at its option shall either:

(i)replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied); or

(ii)prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property.

Upon satisfaction of all obligations in connection with subsection (i) or (ii), as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower.

(d)If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting less than or equal to fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2005 Appraisals, the 2006 Appraisals, or such later appraisals as may be required by the Administrative Agent, as applicable, the Borrower at its option shall either:

(i)replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied);

(ii)prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property; or

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(iii)perform a Restoration in accordance with Section 5.14(h); provided that no more than five (5) Mortgaged Properties may be in the process of Restoration as a result of a Casualty at any one time.

To the extent the Borrower elects either of the options described in the foregoing subsections (i) or (ii) and the Administrative Agent confirms satisfaction of all obligations in connection with subsection (i) or (ii), as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower.

(e)If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which materially impairs the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrower at its option shall either:

(i)replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied); or

(ii)prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount allocable to such Mortgaged Property.

Upon satisfaction of all obligations in connection with subsection (i) or (ii) above, as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrower.

(f)If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which does not materially impair the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrower shall cause the Net Cash Proceeds in excess of $250,000 to be paid to the Administrative Agent for application to the prepayment in part of the Term Loan in accordance with Section 2.4(b)(iii).

(g)The Borrower may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At

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the Borrower’s reasonable request, and at the Borrower’s sole cost and expense, the Administrative Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. The Administrative Agent and the Borrower agree that this Agreement shall control the rights of the Administrative Agent and the Borrower in and to any such award, compensation or insurance payment.

(h)In the event of a Casualty under Section 5.14(d), to the extent the Borrower does not elect to either (i) prepay one-hundred percent (100%) of the Allocated Payoff Amount allocable to such Mortgaged Property or (ii) replace the Mortgaged Property with a Substituted Property pursuant to Sections 5.12 and 5.14(d), the Borrower shall, within one hundred and eighty (180) days of such Casualty or as soon thereafter as shall be reasonably practicable, commence such repair or replacement within such period, and thereafter diligently prosecute such repair or replacement of the Mortgaged Property to the same or greater economic value, remaining useful life, utility, condition, operation and function as existed immediately prior to such Casualty (“Restoration”).

(i)Any award, compensation or proceeds in respect of any Casualty (collectively, as used in this Section 5.14(h), “proceeds”) in excess of $500,000 shall be turned over to the Administrative Agent (or at the Administrative Agent’s election, to a trustee or escrow agent who shall be selected by the Administrative Agent and whose fees shall be paid by the Borrower); provided that the Borrower shall be entitled to keep any such award, compensation or proceeds to the extent the Borrower delivers evidence reasonably satisfactory to the Administrative Agent that such amounts were previously applied to the Restoration of the affected Mortgaged Property. At the Borrower’s reasonable request, the Administrative Agent will deposit any proceeds held by it for Restoration into an interest-bearing account which is backed directly or indirectly by the full faith and credit of the United States government over which the Administrative Agent has sole possession, authority and control, and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent.

(ii)Any such proceeds held by the Administrative Agent for Restoration of any Mortgaged Property shall be made available to the Borrower upon its request (but no more frequently than once a month) as the Restoration progresses.

(iii)Prior to the disbursement of Restoration proceeds, the Borrower shall have delivered to the Administrative Agent the following:

(A)evidence reasonably satisfactory to the Administrative Agent of the estimated cost of Restoration;

(B)evidence reasonably satisfactory to the Administrative Agent of additional funds from the Borrower in excess of the proceeds sufficient to complete and fully pay for the entire unpaid cost of the Restoration, free and clear of all Liens or claims of Lien; and

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(C)such architect’s certificates, waivers of lien, contractor’s sworn statements, plats of survey and such other evidence of cost, payment and performance as the Administrative Agent may reasonably require and approve;

provided, no payment made prior to the final completion of Restoration shall exceed ninety percent (90%) of the value of the work performed from time to time, as such value shall be determined by the Administrative Agent in its reasonable judgment.

Any surplus which may remain out of the proceeds held by the Administrative Agent after payment of all costs of the Restoration shall be paid to, and retained by the Borrower.

(i)In no event shall a Casualty or Condemnation affect the Borrower’s obligation to pay the Credit Party Obligations in accordance with the terms of this Agreement.

Section 5.15Further Assurances; Real Property Documents.

(a)Further Assurances. Upon the reasonable request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the Uniform Commercial Code or any other Requirement of Law which are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Credit Parties under, the Credit Documents and all applicable Requirements of Law. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Credit Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower or any Credit Party will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may be required to obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval, recording, qualification or authorization.

(b)Real Property Documents. Within 180 days of the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Administrative Agent shall have received maps or plats of as-built surveys of the sites of the Mortgaged Properties listed in Schedule 5.15, which surveys shall comply with the requirements set forth in Section 4.1(d)(vi); provided that if an Event of Default occurs as a result of the failure of the Credit Parties to delivery a survey for one or more Mortgaged Properties pursuant to this Section, such Event of Default may be subject to cure in accordance with the terms of Section 7.2.

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ARTICLE VI

NEGATIVE COVENANTS

The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until no Term Note remains outstanding and unpaid and the Credit Party Obligations and all other amounts owing to the Administrative Agent or any Lender hereunder are paid in full, that:

Section 6.1Indebtedness.

The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness and Synthetic Leases, except:

(a)Indebtedness arising or existing under this Credit Agreement and the other Credit Documents;

(b)Indebtedness and Synthetic Leases of the Credit Parties and their Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding (or committed lines) as of the date of such renewal, refinancing or extension; provided that with respect to Subordinated Debt permitted by this Section 6.1(b), the Borrower (A) may refinance such Indebtedness with similar issuances of Subordinated Debt having a maturity that is after the Maturity Date and on terms and conditions satisfactory to the Administrative Agent and (B) may not refinance such Indebtedness with issuances of senior Indebtedness until such time as the Borrower shall have achieved a Total Leverage Ratio of less than 3.50 to 1.0 on a Pro Forma Basis after giving effect to any such issuance;

(c)Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent;

(d)Indebtedness and obligations owing under (i) Secured Hedging Agreements and (ii) swap agreements, cap agreements, collar agreements, exchange agreements futures or forward hedging contracts or similar contractual arrangements intended to protect a Person against fluctuations in interest rates, currency exchange rates or the price of raw materials and other chemical products used or produced in the business of the Borrower; provided, that, with respect to the arrangements described in clause (ii) hereof, such arrangements are (A) with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000, (B) are not for speculative purposes and (C) are unsecured or secured by assets or property other than Collateral;

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(e)Guaranty Obligations in respect of Indebtedness and Synthetic Leases of a Credit Party to the extent such Indebtedness and Synthetic Leases are permitted to exist or be incurred pursuant to this Section 6.1;

(f)other secured Indebtedness and Synthetic Leases of the Credit Parties and their Subsidiaries which does not exceed $250,000,000 in the aggregate at any time outstanding; provided that such Indebtedness shall not be secured by any Mortgaged Property; and

(g)other unsecured Indebtedness of the Credit Parties and their Subsidiaries which does not exceed $150,000,000 in the aggregate at any time outstanding.

Section 6.2Liens.

The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien with respect to any of its Property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens.

Section 6.3Nature of Business.

The Credit Parties and their Subsidiaries shall not engage in any business other than the business of the Credit Parties and their Subsidiaries on the date hereof and any business reasonably related, ancillary or complimentary thereto.

Section 6.4Consolidation, Merger, Sale or Purchase of Assets, etc.

The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly,

(a)merge into or with or consolidate with any other Person or permit any other Person to merge into or with or consolidate with it, except that any Credit Party may merge with and into or consolidate with any other Credit Party; provided, that, each of the following conditions is satisfied as determined by the Administrative Agent: (i) the Administrative Agent shall have received not less than five (5) days’ prior written notice of the consummation of any merger or consolidation of such Credit Party to so merge or consolidate and such information with respect thereto as the Administrative Agent may reasonably request, (ii) as of the effective date of the merger or consolidation and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing, (iii) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating to such merger, including, but not limited to, the certificate or certificates of merger as filed with each appropriate Secretary of State, (iv) the surviving entity shall expressly confirm, ratify and assume the Credit Party Obligations and the Credit Documents to which it is a party in writing, in form and substance reasonably satisfactory to the Administrative Agent, and execute and deliver such other agreements, documents and instruments as the Administrative Agent may request in connection therewith, (v) the surviving entity of a merger between the

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Borrower and a Guarantor shall be the Borrower, and (vi) each Credit Party shall ratify and confirm that its guarantee of the Credit Party Obligations shall apply to the Credit Party Obligations as assumed by such surviving entity; or

(b)sell, assign, transfer, abandon or otherwise dispose of any Capital Stock, Indebtedness or assets to any other Person, except for:

(i)sales of Inventory and rendition of services in the ordinary course of business;

(ii)the sale or other disposition of equipment so long as, as of the date of such sale and after giving effect thereto, no Event of Default or Default shall exist or have occurred;

(iii)the issuance and sale by the Borrower of its Capital Stock after the date hereof; provided, that, (A) the Borrower shall not be required to pay any cash dividends or repurchase or redeem its Capital Stock or make any other payments in respect thereof, except to the extent such dividends, or repurchases or redemptions are otherwise permitted under Section 6.10 hereof, (B) the terms of such Capital Stock, and the terms and conditions of the purchase and sale thereof, shall not include any terms that include any limitation on the right of the Borrower to request or receive Loans or Letters of Credit or the right of the Borrower to amend or modify any of the terms and conditions of this Credit Agreement or any of the other Credit Documents or otherwise in any way relate to or affect the arrangements of the Borrower with the Administrative Agent and Lenders or are more restrictive or burdensome to the Borrower than the terms of any Capital Stock of the Borrower in effect on the date hereof and (C) as of the date of such issuance and sale and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing;

(iv)in addition to the issuance of Capital Stock permitted in Section 6.4(b)(ii) above, the issuance of Capital Stock of any Credit Party consisting of common stock pursuant to a stock option plan or 401(k) plan of such Credit Party for the benefit of its employees, directors and consultants; provided, that, in no event shall such Credit Party be required to issue, or shall such Credit Party issue, Capital Stock pursuant to such stock option plan or 401(k) plan which would result in a Change of Control or other Event of Default;

(v)the termination of any Hedging Agreement;

(vi)the Credit Parties and their Subsidiaries may encumber (to the extent permitted by Section 6.2), sell, enter into sale-leaseback agreements (to the extent permitted by Section 6.12) or otherwise dispose of Properties, in each case for fair market value, which are not Collateral (a) with a fee simple fair market value of $125,000,000 in the aggregate or less and (b) subject to Section 5.12,

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with a fee simple fair market value of greater than $125,000,000 in the aggregate; and

(vii)the Borrower may sell the Collateral for fair market value so long as the Borrower complies with the provisions of Sections 2.4(b)(i) and 5.12.

(c)wind up, liquidate or dissolve except that any Subsidiary of the Borrower or a Guarantor may wind up, liquidate and dissolve; provided, that, each of the following conditions is satisfied:  (i) the winding up, liquidation and dissolution of such Subsidiary shall not violate any Requirement of Law in any material respect and shall not conflict with or result in the breach of, or constitute a default under, any material indenture, mortgage, deed of trust, or other agreement or instrument to which the Borrower, such Guarantor or such Subsidiary is a party or may be bound, (ii) such winding up, liquidation or dissolution shall be done in accordance with all Requirements of Law, (iii) effective upon such winding up, liquidation or dissolution, all of the assets and properties of such Subsidiary shall be duly and validly transferred and assigned to the Borrower, a Guarantor or in the case of a Subsidiary which is not a Borrower or Guarantor, to the Borrower, a Guarantor or another Subsidiary (which is not a Borrower or Guarantor) free and clear of any Liens, restrictions or encumbrances other than the security interests and Liens of the Administrative Agent or other Permitted Liens or restrictions or encumbrances expressly permitted hereunder (and the Administrative Agent shall have received such evidence thereof as the Administrative Agent may require), (iv) the Administrative Agent shall have received copies of all documents and agreements of such Subsidiary to be filed with any Governmental Authority or otherwise required to effectuate such winding up, liquidation or dissolution, (v) no Credit Party shall assume any Indebtedness, obligations or liabilities as a result of such winding up, liquidation or dissolution, or otherwise become liable in respect of any obligations or liabilities of the Person which is winding up, liquidating or dissolving, unless such Indebtedness is otherwise expressly permitted hereunder or such obligations or liabilities are not prohibited under this Credit Agreement or any of the other Credit Documents, (vi) the Administrative Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention of such Subsidiary to wind up, liquidate or dissolve, (vii) the Administrative Agent shall have received copies of such deeds, assignments or other agreements as the Administrative Agent may reasonably request to evidence and confirm the transfer of such assets from the Subsidiary which is liquidating to the transferee, and (viii) as of the date of such winding up, liquidation or dissolution and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; or

(d)lease or sublease Mortgaged Properties that (i) represent more than 15% of the total number of Mortgaged Properties (other than those set forth on Schedule 3.31(b)) at any time and (ii) together with the Mortgaged Properties that are vacant or otherwise non-operational or that are being altered, renovated or refurbished at any one time (excluding minor alterations and upkeep) in accordance with the terms of Section 5.12(a), represent more than 25% of the total number of Mortgaged Properties at any time; provided that the Credit Parties shall promptly (but in any event within five (5) Business Days after the execution and delivery of such lease or sublease) notify the Administrative

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Agent of any lease or sublease of a Mortgaged Property and any such lease or sublease (A) shall be on market terms and at market rents, (B) shall in no way diminish the fair market value or useful life of such Mortgaged Property, (C) shall not release any Credit Party from its obligations under the Mortgaged Instrument with respect to such Mortgaged Property, (D) shall be expressly subject and subordinate to the Mortgaged Instrument with respect to such Mortgaged Property and (E) shall be subject to a subordination, non-disturbance and attornment agreement to the extent requested by the Borrower or the Administrative Agent and consented to by the Administrative Agent (such consent not to be unreasonably withheld), which agreement shall be in form and substance reasonably satisfactory to the Borrower and the Administrative Agent; or

(e)agree to do any of the foregoing (unless such agreement has been consented to in writing by the Administrative Agent or includes as a condition to the effectiveness of such agreement that the Administrative Agent’s consent thereto be obtained).

Section 6.5Advances, Investments and Loans.

The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, make any loans or advance money or property to any Person, or invest in (by capital contribution, dividend or otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all or a substantial part of the assets or property of any Person, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other Person or form or acquire any Subsidiaries, or agree to do any of the foregoing, except:

(a)the endorsement of instruments for collection or deposit in the ordinary course of business;

(b)investments in cash or Cash Equivalents;

(c)loans by the Borrower to any other Credit Party after the date hereof; provided, that, as to any such loan, (i) each month the Borrower shall provide to the Administrative Agent a report in form and substance reasonably satisfactory to the Administrative Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any loans made and payments received during the immediately preceding month, (ii) as of the date of any such loan and after giving effect thereto, the Borrower shall be Solvent; and (iii) as of the date of any such loan and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing;

(d)any guaranties by any Credit Party or other assumptions or endorsements of Indebtedness constituting permitted Indebtedness under Section 6.1 hereof;

(e)loans by a Guarantor or a Subsidiary of the Borrower that is not a Guarantor (the “intercompany lender”) to the Borrower or a Guarantor (the

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“intercompany borrower”) after the date hereof, provided, that, as to any such loan (i) the Indebtedness arising pursuant to such loan shall be subject to, and subordinate in right of payment to, the right of the Administrative Agent and the Lenders to receive the prior final payment and satisfaction in full of all of the Credit Party Obligations on terms and conditions acceptable to the Administrative Agent, (ii) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, a subordination agreement providing for the terms of the subordination in right of payment of such Indebtedness of the intercompany borrower to the prior final payment and satisfaction in full of all of the Credit Party Obligations, duly authorized, executed and delivered by the intercompany lender and the intercompany borrower, (iii) the intercompany borrower shall not directly or indirectly make, or be required to make, any payments in respect of such Indebtedness, and (iv) each month the Borrower shall provide to the Administrative Agent a report in form and substance satisfactory to the Administrative Agent of the outstanding amount of such loans as of the last day of the immediately preceding month and indicating any loans made and payments received during the immediately preceding month;

(f)loans by any Subsidiary of a Credit Party (other than a Guarantor) to any other Subsidiary of a Credit Party (other than the Borrower or Guarantor);

(g)the formation or acquisition by a Credit Party after the date hereof of one or more Subsidiaries incorporated or organized under the laws of any State of the United States of America; provided, that: (i) such Credit Party shall cause any such Subsidiary to execute and deliver to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (A) a Joinder Agreement in accordance with the terms of Section 5.10, (B) a mortgage instrument granting to Agent for itself and the ratable benefit of Lenders a first security interest and Lien upon the Property of any such Subsidiary to the extent required pursuant to the terms of Section 5.12(a) and (C) such other agreements, documents and instruments as the Administrative Agent may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing Indebtedness of such new Subsidiaries to the Administrative Agent, (ii) the Subsidiary formed or acquired shall be engaged in a business related, ancillary or complimentary to the businesses of the Borrower as conducted on the date hereof, (iii) the Administrative Agent shall have received (A) not less than ten (10) Business Days’ prior written notice of the formation or acquisition of any such Subsidiary and such information with respect thereto as the Administrative Agent may request, and (B) true, correct and complete copies of all agreements, documents and instruments relating thereto, (iv) prior to and after giving effect to any acquisition, there shall be not less than $50,000,000 of Excess Availability under the Revolving Credit Agreement or cash on the balance sheet and (v) as of the date of any such formation or acquisition, no Default or Event of Default shall exist or have occurred and be continuing;

(h)the existing equity investments of the Borrower and its Subsidiaries as of the date hereof in their respective Subsidiaries; provided, that, the Credit Parties shall have no further obligations or liabilities to make any capital contributions or other

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additional investments or other payments to or in or for the benefit of any of such Subsidiaries;

(i)stock or obligations issued to the Borrower or any of its Subsidiaries by any Person (or the representative of such Person) in respect of Indebtedness of such Person owing to the Borrower or Subsidiary in connection with the insolvency, bankruptcy, receivership or reorganization of such Person or a composition or readjustment of the debts of such Person;

(j)obligations of account debtors to the Borrower or its Subsidiaries arising from accounts which are past due;

(k)loans or advances after the date hereof by the Credit Parties or any of their respective Subsidiaries to any of their employees not to exceed the principal amount of $1,000,000 in the aggregate at any time outstanding, in the ordinary course of such Credit Party’s or Subsidiary’s business for reasonable and necessary work-related travel and other ordinary business expenses to be incurred by such employees in connection with their employment with such Credit Party or Subsidiary, as the case may be;

(l)any investments of any Credit Party or any of their respective Subsidiaries in Hedging Agreements permitted under Section 6.1(d) hereof;

(m)the existing loans, advances and guarantees set forth on Schedule 6.5; provided, that, as to such loans, advances and guarantees, (i) the Credit Parties or their respective Subsidiaries, as the case may be, shall not, directly or indirectly, (A) amend, modify, alter or change in any material respect the terms of such loans, advances or guarantees or any agreement, document or instrument related thereto, except, that, such Credit Party or Subsidiary, as the case may be, after prior written notice to the Administrative Agent, may amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel a portion of such Indebtedness (other than pursuant to payments thereof), or to release any Liens or security interests in any assets of the Credit Parties which secure such Indebtedness (if any), or to reduce the rate or any fees in connection therewith, or to make any covenants contained therein less restrictive or burdensome as to the Credit Parties or otherwise more favorable to the Credit Parties or their Subsidiaries, as the case may be, (as determined in good faith by the Administrative Agent), or (B) as to such guarantees, redeem, retire, defease, purchase or otherwise acquire such guarantee or set aside or otherwise deposit or invest any sums for such purpose (except as expressly required pursuant to the terms thereof or pursuant to regularly scheduled payments permitted herein) and (ii) the Borrower and Guarantors shall furnish to the Administrative Agent all notices or demands in connection with such loans, advances or guarantees either received by the Borrower, Guarantor or Subsidiary on its behalf, promptly after the receipt thereof, or sent by the Borrower, Guarantor or Subsidiary on its behalf, concurrently with the sending thereof, as the case may be;

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(n)investments (including, without limitation, any loan, advance, capital contribution or other investment or payment) in joint ventures or other Persons (each a “Business Enterprise”) by the Borrower for the purpose of development, creation and operation of an internet business; provided, that: (i) each such Business Enterprise is entered into with a Person who is not an Affiliate, (ii) the Business Enterprise shall be engaged in a business related, ancillary or complimentary to the businesses of Borrower as conducted on the date hereof, (iii) the Administrative Agent shall have received (A) (1) in the event the initial investment (whether characterized by loans, capital contributions, letters of credit or otherwise) in the Business Enterprise is not in excess of $5,000,000, not more than two (2) Business Days’ written notice after the date of such investment, and such other information with respect thereto as the Administrative Agent may reasonably request, or (2) in the event such initial investment is to be equal to or greater than $5,000,000, not less than ten (10) Business Days prior written notice of such investment in such Business Enterprise, and such other information with respect thereto as the Administrative Agent may reasonably request, (iv) true, correct and complete copies of all agreements, documents and instruments relating thereto, (v) the total amount of all such investments in such Business Enterprises shall not exceed $50,000,000 in the aggregate at any time, (vi) the Administrative Agent shall receive a monthly report in form and substance satisfactory to the Administrative Agent of the amount of such investment and such other information with respect thereto as the Administrative Agent may reasonably request and (vii) as of the date of any such loan, advance, capital contribution or other investment or payment, no Default or Event of Default shall exist or have occurred and be continuing;

(o)the existing loans by the Borrower to the Flexi-Trust, pursuant to the terms and conditions of the Flexi-Trust Agreement in effect on the date hereof; and

(p)repurchases and redemptions of Capital Stock permitted pursuant to Section 6.10.

Section 6.6Transactions with Affiliates.

Each Credit Party shall not, and shall not permit any Subsidiary to, directly or indirectly:

(a)purchase, acquire or lease any property from, or sell, transfer or lease any property to, any officer, employee, shareholder, director, agent or any other Affiliate, except in the ordinary course of and pursuant to the reasonable requirements of such Borrower’s, Guarantor’s or Subsidiary’s business (as the case may be) and upon fair and reasonable terms no less favorable to such Borrower, Guarantor or Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, except, that (i) in the case of such transactions between Credit Parties, then upon fair and reasonable terms consistent with the current practices of such Credit Parties as of the date hereof, (ii) in the case of sales of property by Credit Parties to the Business Enterprises referred to in Section 6.5(n), upon fair and reasonable terms no more favorable than such Business Enterprises would obtain in a comparable arm’s length

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transaction with a Person that is not an Affiliate and (iii) the Borrower may sell its Capital Stock to the Flexi-Trust in accordance with the Flexi-Trust Agreement; or

(b)make any payments of management, consulting or other fees for management or similar services, or of any Indebtedness owing to any officer, employee, shareholder, director or any other Affiliate of any Credit Party except (i) compensation to officers, employees and directors for services rendered to such a Credit Party or Subsidiary, as the case may be, in the ordinary course of business, (ii) payments by a Credit Party to any other Credit Party in respect of Indebtedness arising pursuant to loans made by a Credit Party to the extent such Indebtedness is permitted under Section 6.1 hereof, and (iii) payments by the Guarantors to the Borrower for actual and necessary reasonable out-of-pocket legal and accounting, insurance, marketing, payroll and similar types of services paid for by the Borrower on behalf of the other Credit Parties and their Subsidiaries in the ordinary course of their respective businesses or as the same may be directly attributable to the Borrower or other Credit Party.

Section 6.7Reciprocal Easement Agreements.

Without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, no Credit Party will, nor will it permit any of its Subsidiaries to, enter into, terminate, amend or modify any REA (a) to the extent such termination, amendment or modification will result in a loss of parking or could reasonably be expected to violate any Requirement of Law applicable to any Mortgaged Property or (b) to the extent such REA, or the termination, amendment or modification of such REA, will not have a Mortgaged Property MAE. To the extent the Administrative Agent’s consent is not required pursuant to the previous sentence, the Borrower may negotiate or enter into modifications or REA’s and at the Borrower’s sole cost and expense, the Administrative Agent shall execute a joinder to such documents to subordinate the Lien of the Mortgage Instrument to the REA.

Section 6.8Corporate Changes; Material Contracts.

No Credit Party will, nor will it permit any of its Subsidiaries to, (a) change its fiscal year, (b) amend, modify or change its articles of incorporation, certificate of designation (or corporate charter or other similar organizational document), operating agreement or bylaws (or other similar document) in any respect adverse to the interests of the Lenders without the prior written consent of the Required Lenders, (c) change its state of incorporation, organization or formation or have more than one state of incorporation, organization or formation or (d) materially change its accounting method (except in accordance with GAAP) in any manner materially adverse to the interests of the Lenders without the prior written consent of the Required Lenders.

Section 6.9Limitation on Restricted Actions.

Each Credit Party shall not, directly or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of such Credit Party or any Subsidiary of such Credit Party to (a) pay dividends or make other distributions or pay any

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Indebtedness owed to a Credit Party or any Subsidiary of such Credit Party; (b) make loans or advances to a Credit Party or any Subsidiary of such Credit Party; (c) transfer any of its Properties constituting Collateral to a Credit Party (other than restrictions related to transactions being at arm’s length); or (d) create, incur, assume or suffer to exist any Lien upon any of the Mortgaged Properties, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Credit Agreement, (iii) Permitted Liens, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Credit Party or any Subsidiary of such Credit Party, (v) customary restrictions on dispositions of real property interests found in any REA of such Credit Party or any Subsidiary of such Credit Party, (vi) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Credit Party prior to the date on which such Subsidiary was acquired by such Credit Party and outstanding on such acquisition date; provided, that, such Indebtedness shall not be incurred in contemplation of such acquisition, and (vii) contractual obligations in existence on the Closing Date and set forth on Schedule 6.9 and any extension or continuation of such contractual obligations; provided, that, any encumbrance or restriction contained in any such contractual obligation that is extended or continued shall be no less favorable to the Administrative Agent and the Lenders than those encumbrances and restrictions contained in such contractual obligation prior to such extension or continuation.

Section 6.10Restricted Payments.

Each Credit Party shall not, and shall not permit any Subsidiary to, directly or indirectly, make any Restricted Payment unless each of the following conditions have been satisfied:

(a)such Restricted Payment shall be made with funds legally available therefor;

(b)such Restricted Payment shall not violate any Requirement of Law or the terms of any indenture, agreement or undertaking to which a Borrower or Guarantor is a party or by which a Borrower or Guarantor or its Properties are bound;

(c)after giving pro forma effect to such Restricted Payment as if such Restricted Payment had been made at the beginning of the four-fiscal-quarter period ending as of the last day of the most recent fiscal quarter for which quarterly or annual financial statements are available, (A) the Borrower could incur at least $1.00 of additional Indebtedness under this Agreement as of such fiscal quarter end and (B) the Consolidated Cash Flow Coverage Ratio of the Borrower as of such fiscal quarter end shall be greater than 2.0 to 1.0;

(d)as of the date of such Restricted Payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred;

(e)Excess Availability, as of the date of any such Restricted Payment and after giving effect thereto, shall be not less than $37,500,000;

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(f)upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments from the Closing Date does not exceed the sum of:

(i) 50% of cumulative Consolidated Net Income (or, in the case Consolidated Net Income shall be negative, less 100% of such deficit) of the Borrower from January 29, 2006 through the last day of the most recent fiscal quarter ending prior to such Restricted Payment for which quarterly or annual financial statements are available (taken as a single accounting period); plus

(ii) 100% of (1) the aggregate net cash proceeds received by the Borrower after the Closing Date from contributions of capital or the issuance and sale (other than to a Subsidiary of the Borrower) of Capital Stock (other than Redeemable Stock) of the Borrower, options, warrants or other rights to acquire Capital Stock (other than Redeemable Stock) of the Borrower and (2) the principal amount of Indebtedness of the Borrower that is converted into or exchanged for Capital Stock (other than Redeemable Stock and other than by or from a Subsidiary of the Borrower) of the Borrower after the Closing Date, provided that any such net proceeds received by the Borrower from an employee stock ownership plan financed by loans from the Borrower or a Subsidiary of the Borrower shall be included only to the extent such loans have been repaid with cash on or prior to the date of determination; plus

(iii) an amount equal to the net reduction in Investments by the Credit Parties, subsequent to the Closing Date, in any Guarantor, upon the disposition, liquidation or repayment (including by way of dividends) thereof in cash or from the redesignation of the Insurance Subsidiary as a Guarantor, but only to the extent such amounts are not included in Consolidated Net Income and not to exceed in the case of any one Person the amount of Investments previously made by the Credit Parties in such Person.

Notwithstanding the foregoing, so long as no Default or Event of Default has occurred and is continuing, or would result from such Restricted Payment:

(A)any Subsidiary of a Credit Party may pay dividends to a Credit Party and any Subsidiary of a Credit Party that is not a Credit Party may redeem or repurchase any of its Capital Stock by making payments to a Credit Party;

(B)any Credit Party may pay dividends or may redeem or repurchase any of its Capital Stock for consideration consisting of common stock;

(C)the Borrower may purchase, redeem, acquire or retire any shares of Capital Stock of the Borrower solely in exchange for, by conversion into or out of the net proceeds of the substantially concurrent sale (other than from or to a Subsidiary of the Borrower or from or to an employee stock ownership plan financed by loans from the Borrower or a Subsidiary of the Borrower) of shares of Capital Stock (other than Redeemable Stock) of the Borrower;

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(D)the Borrower may acquire shares of its Capital Stock in connection with the exercise of employee or director stock options or stock appreciation rights by way of cashless exercise;

(E)the Borrower may acquire shares of its Capital Stock pursuant to equity repurchases from present or former directors or employees in an amount of up to $2,000,000 per year;

(F)the Borrower may declare and pay regular quarterly cash dividends in respect of the Borrower’s Common Stock in an amount not to exceed $0.0675 per share (such amount to be adjusted from time to time to account for any stock splits, stock dividends or similar occurrences); provided that the aggregate amount of such cash dividends will be included as Restricted Payments for purposes of determining the amount of Restricted Payments that may be made pursuant to clause (f) above;

(G)the Borrower may purchase shares of its common stock in accordance with the Share Repurchase Plan, in an amount not to exceed the Borrower’s Remaining Authority as of the Closing Date;

(H)the Borrower may make other Restricted Payments from and after the Closing Date in an aggregate amount not to exceed $25,000,000; and

(I)any Credit Party may make payments or prepayments of Subordinated Debt, subject to the subordination terms governing such Subordinated Debt.

Section 6.11Amendment of Subordinated Debt.

The Credit Parties will not, nor will it permit any Subsidiary to, without the prior written consent of the Required Lenders, amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing or relating to any Subordinated Debt in a manner that is adverse to the interests of the Lenders.

Section 6.12Sale Leasebacks.

Each Credit Party shall not, and shall not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any Person whereby such Credit Party or Subsidiary, as the case may be, shall sell or transfer any Property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred, except, that, the Borrower may enter into such arrangements with Properties (other than a Mortgaged Property) so long as each of the following conditions is satisfied, as determined by the Administrative Agent: (a) the Administrative Agent shall have received not less than ten (10) Business Days’ prior written notice of any such proposed transaction, which notice shall describe the transaction in detail, (b) such proposed transaction shall be in compliance with the terms and conditions set forth in the Pep Boys Subordinated Indentures, (c)

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as of the date of any such transaction and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing, (d) such transaction is for fair market value and (e) the Borrower shall deliver to the Administrative Agent an updated pro forma Collateral Value Report demonstrating, to the satisfaction of the Administrative Agent, that after giving pro forma effect to such sale leaseback transaction, the Collateral Value shall be greater than or equal to 2.0 times the principal amount of the then outstanding Term Loan; provided that to the extent the Borrower encumbers or otherwise disposes of Properties not constituting Collateral in connection with a sale leaseback transaction with a fair market value in excess of $125,000,000, the Borrower must comply with the appraisal requirements of Section 5.12(d).

Section 6.13No Joint Assessment.

The Borrower shall not, and shall not permit any Subsidiary to, suffer, permit or initiate the joint assessment of any Mortgaged Property with (a) any other real property constituting a tax lot separate from such Mortgaged Property, or (b) any portion of such Mortgaged Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such Mortgaged Property.

ARTICLE VII

EVENTS OF DEFAULT

Section 7.1Events of Default.

An Event of Default shall exist upon the occurrence of any of the following specified events (each an “Event of Default”):

(a)Payment. (i) The Borrower shall fail to pay any principal on any Term Loan when due in accordance with the terms hereof, (ii) the Borrower shall fail to pay any interest on any Term Loan or any fee or other amount payable hereunder when due in accordance with the terms hereof and such failure shall continue unremedied for three (3) days; or (iii) or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations hereunder (after giving effect to the grace period in clause (ii)); or

(b)Misrepresentation. Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made; or

(c)Covenant Default. (i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Sections 5.1,

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5.2, 5.4, 5.7, 5.9, 5.11, or Article VI hereof, or (ii) any Credit Party shall fail to comply with any other covenant contained in this Credit Agreement or the other Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders (other than as described in Sections 7.1(a) or 7.1 (c)(i) above), and such breach or failure to comply is not cured within thirty (30) days of its occurrence; or

(d)Debt Cross-Default. (i) any Credit Party shall default in any payment of principal of or interest on any Indebtedness (other than the Term Loan and the Guaranty) or any payment on any Synthetic Lease, in each case in a principal amount outstanding of at least $5,000,000 for the Borrower and any of its Subsidiaries in the aggregate, beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Term Loan, and the Guaranty) or any Synthetic Lease in a principal amount outstanding of at least $5,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or Synthetic Lease or beneficiary or beneficiaries of such Indebtedness or Synthetic Lease (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness or Synthetic Lease to become due prior to its stated maturity; or (iii) any Credit Party shall breach or default any Secured Hedging Agreement; or

(e)Other Cross-Defaults. The Credit Parties or any of their Subsidiaries shall default in (i) the payment when due under any Material Contract (not included in subsection (d) above) or (ii) in the performance or observance, of any obligation or condition of any Material Contract (not included in subsection (d) above) and such failure to perform or observe such other obligation or condition involves an aggregate liability of $5,000,000 or more and continues unremedied for a period of thirty (30) days after notice of the occurrence of such default unless, but only as long as, the existence of any such default is being contested by the Credit Parties in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Credit Parties to the extent required by GAAP; or

(f)Bankruptcy Default. (i) A Credit Party or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or a Credit Party or any of its Subsidiaries shall make a general assignment for the benefit of its

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creditors; or (ii) there shall be commenced against a Credit Party or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against a Credit Party or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof, or (iv) a Credit Party or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) a Credit Party or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing their inability to, pay its debts as they become due; or

(g)Judgment Default. One or more judgments or decrees shall be entered against a Credit Party or any of its Subsidiaries involving in the aggregate a liability (to the extent not covered by insurance) of $5,000,000 or more and all such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 10 Business Days from the entry thereof or any injunction, temporary restraining order or similar decree shall be issued against a Credit Party or any of its Subsidiaries that, individually or in the aggregate, could result in a Mortgaged Property MAE; or

(h)ERISA Default. (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Credit Parties or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) a Credit Party, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; or

(i)Change of Control. There shall occur a Change of Control; or

(j)Invalidity of Guaranty. At any time after the execution and delivery thereof, the Guaranty, for any reason other than the satisfaction in full of all Credit Party Obligations, shall cease to be in full force and effect (other than in accordance with its

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terms) or shall be declared to be null and void, or any Credit Party shall contest the validity or enforceability of the Guaranty or any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party; or

(k)Invalidity of Credit Documents. Any other Credit Document shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive) or any Lien shall fail to be a first priority, perfected Lien on a material portion of the Collateral; or

(l)Hedging Agreement. Any termination payment in excess of $5,000,000 shall be due by a Credit Party under any Hedging Agreement and such amount is not paid within the later to occur of five (5) Business Days after the due date thereof or the expiration of grace periods, if any, in such Hedging Agreement; or

(m)Subordinated Debt. (i) Any default (which is not waived or cured within the applicable period of grace) or event of default shall occur under any Subordinated Debt in a principal amount of $5,000,000 or (ii) the subordination provisions contained in any Subordinated Debt in a principal amount of $5,000,000 or with respect to which any Subordinated Debt in a principal amount of $5,000,000 is subject shall cease to be in full force and effect or to give the Lenders the rights, powers and privileges purported to be created thereby; or

(n)Uninsured Loss. To the extent the Borrower has less than $75,000,000 of Excess Availability, any uninsured damage to or loss, theft or destruction of any assets of the Credit Parties or any of their Subsidiaries shall occur that is in excess of $10,000,000.

Section 7.2Property-Specific Cure.

To the extent that any of the foregoing Events of Default have been caused by an individual Mortgaged Property, any Credit Party may, within forty-five (45) days of such Event of Default, (a) cause such defaulting Mortgaged Property to be substituted pursuant to Section 5.12(b) or (b) make a principal payment to the Term Loan in an amount equal to the Allocated Payoff Amount with respect to such Mortgaged Property.

Section 7.3Acceleration; Remedies.

Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is an Event of Default specified in Section 7.1(f) above, automatically the Term Loan Commitments shall immediately terminate and the Term Loan (with accrued interest thereon), and all other amounts under the Credit Documents shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the following actions may be taken: (i) with the written consent of the Required Lenders,

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the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Term Loan Commitments to be terminated forthwith, whereupon the Term Loan Commitments shall immediately terminate; (ii) the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, declare the Term Loan (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the Term Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable; and/or (iii) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, exercise such other rights and remedies (including, without limitation, the foreclosure and/or liquidation of the Collateral) as provided under the Credit Documents and under applicable law.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.1Appointment.

Each Lender hereby irrevocably designates and appoints Wachovia as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Each Lender acknowledges that the Credit Parties may rely on each action taken by the Administrative Agent on behalf of the Lenders hereunder. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent.

Section 8.2Delegation of Duties.

The Administrative Agent may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint one of its affiliates as its agent to perform the functions of the Administrative Agent hereunder relating to the advancing of funds to the Borrower and distribution of funds to the Lenders and to perform such other related functions of the Administrative Agent hereunder as are reasonably incidental to such functions.

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Section 8.3Exculpatory Provisions.

Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit Agreement (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Credit Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit Party.

Section 8.4Reliance by Administrative Agent.

(a)The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Term Note as the owner thereof for all purposes unless an executed Assignment and Assumption has been filed with the Administrative Agent pursuant to Section 9.6 with respect to the Term Loan evidenced by such Term Note. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Credit Documents in accordance with a request of the Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Notes.

(b)For purposes of determining compliance with the conditions specified in Section 4.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

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Section 8.5Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be.

Section 8.6Non-Reliance on Administrative Agent and Other Lenders.

Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower or any other Credit Party and made its own decision to make its Term Loan hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Credit Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Section 8.7Indemnification.

The Lenders agree to indemnify the Administrative Agent and its Affiliates and their respective officers, directors, agents and employees (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Term Loan Commitment Percentages in effect on the date on which indemnification is

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sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Credit Party Obligations) be imposed on, incurred by or asserted against any such indemnitee in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by any such indemnitee under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from such indemnitee’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section shall survive the termination of this Credit Agreement and payment of the Term Notes and all other amounts payable hereunder.

Section 8.8Administrative Agent in Its Individual Capacity.

The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower as though the Administrative Agent were not the Administrative Agent hereunder. With respect to its Term Loan made or renewed by it and any Term Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

Section 8.9Successor Administrative Agent.

The Administrative Agent may resign as Administrative Agent upon 30 days’ prior notice to the Borrower and the Lenders and the Required Lenders may replace the Administrative Agent at any time. If the Administrative Agent shall resign as Administrative Agent or be replaced under this Credit Agreement and the Term Notes or if the Administrative Agent enters or becomes subject to receivership, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrower with such approval not to be unreasonably withheld (provided, however, if an Event of Default shall exist at such time, no approval of the Borrower shall be required hereunder), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Term Notes. After any retiring or replaced Administrative Agent’s resignation or replacement as Administrative Agent, the provisions of this Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement.

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Section 8.10Nature of Duties.

Except as otherwise expressly stated herein, any agent (other than the Administrative Agent) or co-lead arranger listed from time to time on the cover page of this Credit Agreement shall have no obligations, responsibilities or duties under this Credit Agreement or under any other Credit Document other than obligations, responsibilities and duties applicable to all Lenders in their capacity as Lenders; provided, however, that such agents and co-lead arrangers shall be entitled to the same rights, protections, exculpations and indemnifications granted to the Administrative Agent under this Article VIII in their capacity as an agent or co-lead arranger.

Section 8.11Releases.

The Administrative Agent is authorized to release (a) Mortgaged Properties in accordance with the terms of Section 5.12 and (b) any Guarantor and any Lien on any Collateral that is sold as permitted by the Credit Agreement or as otherwise permitted by the Lenders or Required Lenders, as applicable.

ARTICLE IX

MISCELLANEOUS

Section 9.1Amendments, Waivers and Release of Collateral.

Neither this Credit Agreement nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified (by amendment, waiver, consent or otherwise) except in accordance with the provisions of this Section nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:

(a)reduce the amount or extend the scheduled date of maturity of any Term Loan or Term Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Term Loan Commitment, in each case without the written consent of each Lender directly affected thereby; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or

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the definitions of Asset Disposition, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Term Loan or Term Note and (B) any reduction in the stated rate of interest on the Term Loan shall only require the written consent of each Lender holding a portion of the outstanding Term Loan; or

(b)amend, modify or waive any provision of this Section or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders; or

(c)amend, modify or waive any provision of Article VIII without the written consent of the then Administrative Agent; or

(d)release the Borrower or all or substantially all of the Guarantors from obligations under the Guaranty, without the written consent of all of the Lenders and Hedging Agreement Providers; or

(e)release all or substantially all of the Collateral without the written consent of all of the Lenders and Hedging Agreement Providers; or

(f)subordinate the Term Loan to any other Indebtedness without the written consent of all of the Lenders; or

(g)subordinate the liens of the Administrative Agent in the Collateral to any other liens on the Collateral (other than Permitted Liens) without the written consent of all of the Lenders; or

(h)permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents without the written consent of all of the Lenders; or

(i)amend, modify or waive any provision of the Credit Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or

(j)amend, modify or waive the order in which Credit Party Obligations are paid in Section 2.8(b) without the written consent of each Lender and each Hedging Agreement Provider directly affected thereby; or

(k)amend the definitions of “Hedging Agreement,” “Secured Hedging Agreement,” or “Hedging Agreement Provider” without the consent of any Hedging Agreement Provider that would be adversely affected thereby.

Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Term Notes. In

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the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Term Loan and Term Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

Notwithstanding any of the foregoing to the contrary, the consent of the Borrower and the other Credit Parties shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9).

Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Term Loan, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.

Section 9.2Notices.

(a)Except as otherwise provided in Article II, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or other electronic communications as provided below), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (i) when delivered by hand, (ii) when transmitted via telecopy (or other facsimile device) to the number set out herein, (iii) the Business Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (iv) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, addressed as follows in the case of the Borrower, the other Credit Parties and the Administrative Agent, and, in the case of each of the Lenders, as set forth in such Lender’s Administrative Details Form, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Term Notes:

The Borrower	The Pep Boys — Manny, Moe & Jack
and the other	3111 W. Allegheny Avenue
Credit Parties:	Philadelphia, Pennsylvania 19132
	Attention: Mr. Harry Yanowitz, Chief Financial Officer
	Telecopier:	(215) 430-4640
	Telephone:	(215) 430-9000
	with a copy to:
	The Pep Boys — Manny, Moe & Jack
	3111 W. Allegheny Avenue

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	Philadelphia, Pennsylvania 19132
	Attention: General Counsel
	Telecopier:(215) 430-4640
	Telephone:(215) 430-9000
The Administrative
Agent:	Wachovia Bank, National Association, as Administrative Agent
	Charlotte Plaza
	201 South College Street, CP8
	Charlotte, North Carolina 28288-0680
	Attention:	Syndication Agency Services
	Telecopier:	(704) 383-3612
	Telephone:	(704) 383-4131
	with a copy to:
	Wachovia Bank, National Association,
	One South Broad Street, PA 4843
	Philadelphia, PA 19107
	Attention:	Tony Braxton
	Telecopier:	(267) 321-6700
	Telephone:	(267) 321-6606

provided, that notices given by the Borrower pursuant to Section 2.6 hereof shall be effective only upon receipt thereof by the Administrative Agent.

(b)Notices and other communications to the Lenders or the Administrative Agent hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (a) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed

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received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor.

Section 9.3No Waiver; Cumulative Remedies.

No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 9.4Survival of Representations and Warranties.

All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Term Notes and the making of the Term Loan; provided that all such representations and warranties shall terminate on the date upon which the Term Loan Commitments have been terminated and all amounts owing hereunder and under any Term Notes have been paid in full.

Section 9.5Payment of Expenses and Taxes.

The Credit Parties agree (a) to pay or reimburse the Administrative Agent and the Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Administrative Agent and the Arranger, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement and the other Credit Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each Lender, the Administrative Agent and the Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, (d) to pay, indemnify, and hold each Lender, the Administrative Agent, the Arranger and their Affiliates and their respective officers, directors, employees, partners, members, counsel, agents, representatives, advisors and affiliates (collectively called the “Indemnitees”) harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,

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suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Term Loan and (e) to pay any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Administrative Agent or any Lender as a result of the funding of Term Loan, the acceptance of payments or of Collateral due under the Credit Documents (all of the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to an Indemnitee with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section shall survive repayment of the Term Loan, Term Notes and all other amounts hereunder.

Section 9.6Successors and Assigns; Participations; Purchasing Lenders.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Term Loan at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and the Term Loan at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B)in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Term Loan Commitment (which for this purpose includes the Term Loan outstanding thereunder) or, if the Term Loan Commitment is not then in effect, the principal outstanding balance of the Term Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that related Approved Funds shall be aggregated for purposes of determining compliance with such minimum assignment amounts.

(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan or the Term Loan Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Tranches on a non-pro rata basis.

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of a Term Loan Commitment to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Details Form.

(v)No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Subsidiaries.

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(vi)No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.13 and 9.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Loan Commitment of, and principal amounts of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Term Loan owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this

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Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that affects such Participant. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Term Loan or Term Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.5 which shall be determined by a vote of the Required Lenders) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect; provided that, it is understood and agreed that (A) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.4(b), nor any amendment of Section 2.4(b) or the definitions of Asset Disposition or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of maturity of, or an extension of any installment of, any Term Loan or Term Note, (B) a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and (C) an increase in the Term Loan Commitment or Term Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof, (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release the Borrower or all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7 as though it were a Lender, provided such Participant agrees to be subject to Section 2.8 as though it were a Lender.

(e)Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.12 and 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14 as though it were a Lender.

(f)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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Section 9.7Adjustments; Set-off.

(a)Each Lender agrees that if any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Term Loan, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to a Bankruptcy Event or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Term Loan, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Term Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Term Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

(b)In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to the Borrower or the applicable Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, Indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by or owing to such Lender or any branch or agency thereof to or for the credit or the account of the Borrower or any other Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Term Loan and other Credit Party Obligations of the Borrower and the other Credit Parties to the Administrative Agent and the Lenders and claims of every nature and description of the Administrative Agent and the Lenders against the Borrower and the other Credit Parties, in any currency, whether arising hereunder, under any other Credit Document or any Secured Hedging Agreement pursuant to the terms of this Credit Agreement, as such Lender may elect, whether or not the Administrative Agent or the Lenders have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against the Borrower, any other Credit Party or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower or any other Credit Party, or against anyone else claiming through or against the Borrower, any other Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

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Section 9.8            Table of Contents and Section Headings.

The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.

Section 9.9            Counterparts.

This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Credit Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.10         Effectiveness.

This Credit Agreement shall become effective on the date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent pursuant to Section 9.2 or, in the case of the Lenders, shall have given to the Administrative Agent written, telecopied or telex notice (actually received) at such office that the same has been signed and mailed to it.

Section 9.11         Severability.

Any provision of this Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.12         Integration.

This Credit Agreement and the other Credit Documents represent the agreement of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Borrower, the other Credit Parties, or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or therein.

Section 9.13         Governing Law.

This Credit Agreement and, unless otherwise specified therein, each other Credit Document and the rights and obligations of the parties under this Credit Agreement and such other Credit Document shall be governed by, and construed and interpreted in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of The New York General Obligations Law).

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Section 9.14         Consent to Jurisdiction and Service of Process.

All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Term Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, the Borrower and each of the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrower and each of the other Credit Parties irrevocably agree that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the Borrower and the other Credit Parties to be effective and binding service in every respect. The Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction.

Section 9.15         Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund,

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or (v) to a nationally recognized rating agency that requires access to information regarding the Credit Parties, the Term Loan and Credit Documents in connection with ratings issued with respect to an Approved Fund, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.16         Acknowledgments.

The Borrower and the other Credit Parties each hereby acknowledges that:

(a)           it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

(b)           neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Credit Agreement and the relationship between the Administrative Agent and the Lenders, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor; and

(c)           no joint venture exists among the Lenders or among the Borrower or the other Credit Parties and the Lenders.

Section 9.17         Waivers of Jury Trial; Waiver of Consequential Damages.

THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders agree not to assert any claim against any other party to this Credit Agreement or any their respective directors, officers, employees, attorneys, Affiliates or agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein.

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Section 9.18         Patriot Act Notice.

Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

ARTICLE X

GUARANTY

Section 10.1         The Guaranty.

In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Term Loan hereunder and any Secured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the Indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement, each Guarantor unconditionally promises to pay such Indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection.

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Section 10.2         Bankruptcy.

Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all Credit Party Obligations of the Borrower to the Lenders and any Hedging Agreement Provider whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Section 7.1(f), and unconditionally promises to pay

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such Credit Party Obligations to the Administrative Agent for the account of the Lenders and to any such Hedging Agreement Provider, or order, on demand, in lawful money of the United States. Each of the Guarantors further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent, any Lender or any Hedging Agreement Provider, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made.

Section 10.3         Nature of Liability.

The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

Section 10.4         Independent Obligation.

The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

Section 10.5         Authorization.

Each of the Guarantors authorizes the Administrative Agent, each Lender and each Hedging Agreement Provider without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Credit Agreement and any Secured Hedging Agreement, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold

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security from any Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, Guarantors, the Borrower or other obligors.

Section 10.6         Reliance.

It is not necessary for the Administrative Agent, the Lenders or any Hedging Agreement Provider to inquire into the capacity or powers of the Borrower or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 10.7         Waiver.

(a)           Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Administrative Agent, any Lender or any Hedging Agreement Provider to (i) proceed against the Borrower, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent’s, any Lender’s or any Hedging Agreement Provider’s power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other guarantor or any other party other than payment in full of the Credit Party Obligations (other than contingent indemnity obligations), including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the Credit Party Obligations. The Administrative Agent may, at its election, foreclose on any security held by the Administrative Agent by one or more judicial or nonjudicial sales (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Credit Party Obligations have been paid in full and the Term Loan Commitments have been terminated. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent or any of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security.

(b)           Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional Credit Party Obligations. Each Guarantor assumes all responsibility for being and keeping itself

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informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Credit Party Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks.

(c)           Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders or any Hedging Agreement Provider against the Borrower or any other guarantor of the Credit Party Obligations of the Borrower owing to the Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Credit Party Obligations shall have been paid in full and the Term Loan Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent, the Lenders or any Hedging Agreement Provider now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the Credit Party Obligations of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders and/or the Hedging Agreement Providers to secure payment of the Credit Party Obligations of the Borrower until such time as the Credit Party Obligations (other than contingent indemnity obligations) shall have been paid in full and the Term Loan Commitments have been terminated.

Section 10.8         Limitation on Enforcement.

The Lenders and the Hedging Agreement Providers agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders or such Hedging Agreement Provider (only with respect to obligations under the applicable Secured Hedging Agreement) and that no Lender or Hedging Agreement Provider shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement and for the benefit of any Hedging Agreement Provider under any Secured Hedging Agreement. The Lenders and the Hedging Agreement Providers further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

Section 10.9         Confirmation of Payment.

The Administrative Agent and the Lenders will, upon request after payment of the Credit Party Obligations which are the subject of this Guaranty and termination of the Term Loan Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such Indebtedness and obligations have been paid and the Term Loan Commitments relating thereto terminated, subject to the provisions of Section 10.2.

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Credit Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.

BORROWER:	/s/ THE PEP BOYS - MANNY, MOE & JACK,
	a Pennsylvania corporation
GUARANTORS:	/s/ THE PEP BOYS - MANNY, MOE & JACK OF CALIFORNIA,
	a California corporation
	/s/ PEP BOYS - MANNY, MOE & JACK OF DELAWARE, INC.,
	a Delaware corporation
	/s/ PEP BOYS - MANNY, MOE & JACK OF PUERTO RICO, INC.,
	a Delaware corporation
	/s/ CARRUS SUPPLY CORPORATION,
	a Delaware corporation
	/S/ PBY CORPORATION,
ADMINISTRATIVE AGENT	/s/ WACHOVIA BANK, NATIONAL ASSOCIATION,
AND LENDERS:	as Administrative Agent and as a Lender
	/s/ Lenders

Schedule l.l(a)

[FORM OF)

ACCOUNT DESIGNATION LETTER

[Date)

Wachovia Bank, National Association,

as Administrative Agent

20 I South College Street

NC0680/CP8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Ladies and Gentlemen:

This Account Designation Letter is delivered to you by The Pep Boys- Manny, Moe & Jack, a Pennsylvania corporation (the “Borrower”), under the Amended and Restated Credit Agreement, dated as of October (    ), 2006 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto, and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Borrower shall designate, in writing to the Administrative Agent, one or more other accounts:

ABA Routing Number I

Account #I

Notwithstanding the foregoing, on the Closing Date, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on payment instructions to be delivered separately.

{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

fN WITNESS WHEREOF,  the undersigned has executed this Account Designation Letter as of the day and year first above written.

THE PEP BOYS -MANNY, MOE & JACK,

a Pennsylvania corporation

By:

Name:

Title:

Schedule l.1(b)- Liens

1.Mortgage in favor of Gayle & Ida Cook on Borrower’s real property and improvements located at 1120 West Patrick Street, Frederick, MD

2.The following Synthetic Leases:

·Lombard Equipment Lease

·WDC Synthetic Lease Facility

3.Amended and Restated Loan and Security Agreement, dated as of August 1, 2003 by and among Congress Financial Corporation, The ClT Group/Business Credit, Inc. and General Electric Capital Corporation as Co-Documentation Agents, the revolving lenders, the Borrowers (as defined therein) and the Guarantors (as defined therein), as amended.

4.Encumbrances included in any title policy to any Mortgaged Property.

5.Mechanic’s Lien filed on property located at 1 020 E. Hunting Park Avenue, Philadelphia, PA, as Term No. 9909M0004, dated September 20, 1999 for $6,494.52.

6.Mechanic’s Lien or Claim of Lien by Affidavit dated February 26, 2003, filed March 4, 2003, executed by Thomas J. Bertrand, on property located at 2336 Boca Chica Blvd., Brownsville, TX, claiming a lien in the amount of $550.00.

7.Writ of Fieri Facias on property located at 8702 Abercom Street, Savannah, GA, with parties Benjamin Holmes, Jr. vs. The Pep Boys - Manny, Moe & Jack, in the principal amount of$1,647.20 (interest, penalty and court costs not included), dated November 16, 1999, and recorded November 16, 1999.

8.Writ of Fieri Facias on property located at 8702 Abercorn Street, Savannah, GA, with parties Michael Harris vs. The Pep Boys- Manny, Moe & Jack, in the principal amount of$1,200 (interest, penalty and court costs not included), dated February 8, 2002, and recorded February 25, 2002.

9.Writ of Fieri Facias on property located at 8702 Abercorn Street, Savannah, GA, with parties Tammy Brinson vs. The Pep Boys - Manny, Moe & Jack, in the principal amount of$667.47 (interest, penalty and court costs not included), dated April 22, 2003.

10.Writ of Fieri Facias on property located at 8702 Abcrcorn Street, Savannah, GA, with parties Curtis McKenzie vs. The Pep Boys- Manny, ‘Moe & Jack, in the principal amount of $231.43 (interest, penalty and court costs not included), dated August 11, 2003, and recorded August 22, 2003.

11.Writ of Fieri Facias on property located at 8702 Abercorn Street, Savannah, GA, with parties Raymond Roberts, Jr. vs. The Pep Boys- Manny, Moe & Jack, in the principal amount of $1,696.08 (interest, penalty and court costs not included), dated January 27, 2004, and recorded February 3, 2004.

12.Writ of Fieri Facias on property located at 8702 Abercorn Street, Savannah, GA, with parties Beatrice Oliver vs. The Pep Boys- Manny, Moe & Jack, in the principal amotmt of$661.61 (interest, penalty and court costs not included), dated April 23, 2004, and recorded April 23, 2004.

13.Certificate of Judgment on property located at 1321 Morse Road, Columbus, OH, in favor of Ohio State Department of Taxation in the Amotmt of$1,459.41, plus interest and costs, filed March 5, 1996.

14.Retailers’ occupation tax lien on property located at 7030 S. Cicero A venue, Bedford Park, IL, in favor of the State of Illinois Department of Revenue against Pep Boys recorded August 14,2001 as document number 0010746289.

15.Revenue lien in favor of the State of Illinois Department of Revenue on property located at 900 Broadview Village Square, Broadview, IL, recorded August 8, 2001 as Document Number 0010746289.

16.Labor or Materialman’s Affidavit, filed March 5, 2003 as #1174008, on property located at 1313 N. Texas Blvd., Weslaco, TX, in the amount of $550 by TNT Striping.

17.Affidavit claiming a lien on property located at 609 S. 1Oth St., McAllen, TX, executed by TnT Striping, against pep Boys, in the amount of$550, file #1174007.

18.Affidavit for Mechanic’s lien on property located at 3616 S. Broadway, Tyler, TX, dated March 6, 2003, executed by Frank Parrish, Jr.

19.Affidavit for Mechanic’s lien on property located at 3616 S. Broadway, Tyler, TX, dated March 6, 2003, executed by Willis Jarrel, Jr.

20.First-tier Subcontractor’s Affidavit for claim for Mechanic’s Lien on property located at 3616 S. Broadway, Tyler, TX, dated March 10, 2003, executed by William Jones.

21.UCC-1 Financing Statement filed June 29,2001, on property located at 609 S. lOth Street, McAllen, TX, recorded as File No. 983975, in favor ofGMAC Business Credit, LLC, against The Pep Boys Manny, Moe & Jack of California.

22.UCC-1 Financing Statement filed June 29, 2001, on property located at 609 S. 1Oth Street, McAllen, TX, recorded as File No. 983976, in favor of GMAC Business Credit, LLC, against The Pep Boys Manny, Moe & Jack of Delaware.

23.UCC Fixture Financing Statement on property located at J 924 Skibo Road, Fayetteville, NC, in favor of GMAC Business Credit, LLC, recorded as UCC File No. 01-2041.

24.VCC-2 Financing Statement on property located at 1 1 160 Alpharetta Highway, Roswell, GA, in favor of GMAC Business Credit, LLC, filed June 29, 200 l as VCC Financing Statement File No. 461991.

25.VCC Fixture Financing Statement on property located at 1490 US Highway 70 W, Garner, NC, in favor ofGMAC Business Credit, dated June 29, 2001, recorded as UCC File No. 01-4436.

26.Financing Statement of Pep Boys- Manny, Moe & Jack of Delaware, Inc. on property located 775 West Route 70, Marlton, NJ, in tavor of GMAC Business Credit, Inc., No. #3530853, filed June 29, 2001.

27.Financing Statement of Pep Boys- Manny, Moe & Jack of Delaware, Inc., on property located at 1608 Highway 35, Ocean, NJ, in favor ofGMAC Business Credit, LLC, #2001094750, tiled June 29,2001.

28.Financing Statement of Pep Boys- Manny, Moe & Jack of Delaware, Inc., on propeny located at 5241 Route 42, Turnersville, NJ, in favor ofGMAC Business Credit, LLC, filed as #48149 on June 29, 2001.

29.Lien in favor of GMAC Business Credit, LLC, on Borrower’s property located at 4949 Jonestown Road, Harrisburg, PA, recorded June 29, 2001.

30.Lien in favor of GMAC Business Credit, LLC, on Borrower’s property located at 1748 Street Road, Cornwell Heights, PA, filed June, 26,2001, No. 57228.

31.Financing Statement of Pep Boys Manny Moe & Jack of California on property located at I 135 East Colorado Blvd., Pasadena, CA, in favor of GMAC Business Credit, LLC, filed for record July 2, 2001 as Instmment No. 01·1 142280.

32.UCC-1 Financing Statement filed July ll, 200 I, granted by The Pep Boys Manny, Moe & Jack of California, on property located at 8917 research Boulevard, Austin, TX, in favor of GMAC Business Credit, LLC.

33.Security Interest in favor ofGMAC Business Credit LLC in certain described chattels on land located at 2501 S. Cicero Ave., Cicero, TL, as disclosed by Financing Statement executed by the Pep Boys Manny Moe & Jack of California, Debtor, and filed June 28, 2001 as document no. 00105.

34.Financing Statement of Pep Boys Manny Moe & Jack of Delaware on property located at 775 W. Route 70, Marlton, NJ, in favor of GMAC Business Credit, LLC, filed for record July 9, 2001 as #3533895.

35.Financing Statement of Pep Boys Manny Moe & Jack of Delaware on property located at 5241 Route 42, Turnersville, NJ, in favor ofGMAC Business Credit, LLC, filed for record July 29, 2001 as #48151.

36.UCC-1 Financing Statement on property located at 5445 Fairmount Parkway, Pasadena Texas, filed for record on May 16,2001, given by Pep Boys-Manny, Moe & Jack of Delaware, Inc., in favor of Heller Financial Leasing, Inc.

37.UCC Financing Statement recorded May 16,2001, tiled May 16,2001, on property located at 3616 S. Broadway, Tyler, TX, by Pep Boys-Manny, Moe & Jack of Delaware, Inc, in favor of Heller Financial Leasing, Inc.

38.UCC Financing Statement on property located at 1313 N. Texas Blvd., Weslaco, TX, in favor of Heller Financial Leasing, Inc. by Pep Boys- Manny, Moe & Jack of California, filed May 16,2001, as File No. 970487.

39.Security Interest of Heller Financial Leasing, Inc., secured party, in certain described chattels on the land, located at 21610 Cicero Avenue, Matteson, IL, as disclosed by financing statement naming The Pep Boys Manny Moe Jack of California as debtor and recorded May I 6, 2001.

40.Judgment on property located at 41 01-19 Market St., Philadelphia, PA, in favor of Hicks against Manny, Moe and Jack; Pep Boys; Pep Boys Company, Inc.; Pep Boys, Inc.; Pep Boys, Manny, Moe & Jack in the amount of$5,000,000, dated June 30, 2004 as #021203509.

41.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Fradelos against Pep Boys Automotive Supercenters and Pep Boys- Manny, Moe & Jack of Delaware in the amount of $10,214.00, dated November 9, 2005 as #050302280.

42.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Bubis, et al. against Pep Boys, Manny, Moe & Jack in the amount of $20,000.00, dated April 12, 2005 as #040303784.

43.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Brantley against Pep Boys- Manny, Moe & Jack in the amount of$33,255.06, dated August 30,2006 as #051001559.

44.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Goslee against The Pep Boys- Manny. Moe & Jack in the amount of $11,000.00, dated August 30,2006 as #051004787.

45.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Rose Marie Garcia against Pep Boys Corp. in the amount of$283.00, dated July 21, 2006 as #SC0606065722.

46.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Raynae Fields against Pep Boys in the amount of $471.30, dated August 14, 2002 as #0207121344.

47.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of City of Philadelphia against Pep Boys in the amount of$348.00, dated December 3, 2004 as #C£04103335165.

48.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Allstate Insurance Company (Jennifer Juisto) against Pep Boys in the amount of $1,438.84, dated November 18,2003 as #SC0310212178.

49.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of City ofPhiladelphia against Pep Boys in the amount of$348.00, dated May 19, 2006 as #CE060330472.

50.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of City of Philadelphia against Pep Boys in the amount of $1 ,545.50, dated October 11,2002 as #C£0208335635.

51.Judgment on property located at 410 l-19 Market St., Philadelphia, PA, in favor of GEICO against Pep Boys in the amount of$7,998.67, dated Fcbntary 20, 2003 as #SC02112Il913.

52.Judgment on property located at 41 0119 Market St., Philadelphia, PA, in favor of Nellie Norman against Pep Boys #280 in the amount of$4,849.74, dated February 2, 2004 as #SC0312126109.

53.Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Allstate Barabas Jones against Pep Boys, a Corp., in the amount of $6,158.57, dated December 21, 2005 as #SC051 0288655.

54.Judgment on property located at 4 J 01-19 Market St., Philadelphia, PA, in favor of Ebboni Ames against Pep Boys Automotive Corp. in the amount of $464.33, dated July 8, 2002 as #SC0206040277.

55.	Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Li Ling against Pep Boys Inc. Corp. Headquarters in the amount of $2,519.00, dated April 30, 2003 as #SC03040203891.
56.	Judgment on property located at 4101-19 Market St., Philadelphia, PA, in favor of Victor J. Cabrera against Pep Boys Inc. in the amount of $1 ,022.34, dated March 20, 2006 as #SC0602025289.
57.	Judgment on property located at 4320 High Point Rd., Greensboro, NC, in favor of Hussien Nafe against Pep Boys (Store #36) in the amount of $2039.00, dated June 3, 1996, recorded in Book 379, Page 175, Guilford County Real Property Records.
58.	Judgment on property located at 4320 High Point Rd., Greensboro, NC, in favor of Alexis P. Collier against Pep Boys (Store #36) in the amount of $245.00, dated July 22, 1999, recorded in Book 407, Page 314, Guilford County Real Property Records.
59.	Judgment on property located at 4320 High Point Rd., Greensboro, NC, in favor of James Alan Kibler against Pep Boys (Store #36) in the amount of $1840.00, dated June 21, 1999, recorded in Book 407, Page 83, Guilford County Real Property Records.
60.	Writ of Fieri Facias on property located at 2207 E. Main St., Snellville, GA, with parties Beneficial Georgia, Inc. vs. The Pep Boys Manny, Moe & Jack, Inc. in the amount of$10,214.00, dated February 6, 2006 and recorded April 25, 2006 in Book 1924, Page 263.
61.	Writ ofFieri Facias on property located at 2207 E. Main St., Snellville, GA, with parties Patricia B. Tonini vs. Pep Boys, Inc. in the amount of$2,656.00, dated January 2, 2001 and recorded January 3, 2001 in Book 1154, Page 214.
62.	Judgment on property located at 9101- I 5 Ridge Ave., Philadelphia, PA, in favor of Hicks against Manny, Moe and Jack; Pep Boys; Pep Boys Company, Inc.; Pep Boys, Inc.; Pep Boys, Manny, Moe & Jack in the amount of$5,000,000, dated June 30,2004 as #021203509.
63.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Fradelos against Pep Boys Automotive Supercenters and Pep Boys - Manny, Moe & Jack of Delaware in the amount of$10,214.00, dated November 9, 2005 as #050302280.
64.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor ofBubis, et al. against Pep Boys, Manny, Moe & Jack in the amount of $20,000.00, dated April 12,2005 as #040303784.

65.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Brantley against Pep Boys- Manny, Moe & Jack in the amount of$33,255.06, dated August 30,2006 as #051001559.
66.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Goslee against The Pep Boys - Matmy, Moe & Jack in the amount of $11,000.00, dated August 30,2006 as #051004787.
67.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Rose Marie Garcia against Pep Boys Corp. in the amount of $283.00, dated July 21,2006 as #SC0606065722.
68.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor ofRaynae Fields against Pep Boys in the amount of$471.30, dated August 14, 2002 as #0207121344.
69.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of City of Philadelphia against Pep Boys in the atnount of$348.00, dated December 3, 2004 as #CE04103335165.
70.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Allstate Insurance Company (Jennifer Juisto) against Pep Boys in the amount of$1,438.84, dated November 18,2003 as #SC0310212178.
71.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of City of Philadelphia against Pep Boys in the amount of $348.00, dated May 19, 2006 as #CE060330472.
72.	Judgment on property located at 9101-!5 Ridge Ave., Philadelphia, PA, in favor of City of Philadelphia against Pep Boys in the amount of $1 ,545.50, dated October 11, 2002 as #CE0208335635.
73.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor ofGEICO against Pep Boys in the amount of $7,998.67, dated Febmary 20, 2003 as #SC0211211913.
74.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor ofNellie Norman against Pep Boys #280 in the amount of$4,849.74, dated February 9, 2004 as #SC03!21261 09.
75.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Allstate Barabas Jones against Pep Boys, a Corp., in the amount of $6,1 58.57, dated December 2!, 2005 as #SC051 0288655.

76.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor ofEbboni Ames against Pep Boys Automotive Corp. in the amount of$464.33, dated July 8, 2002 as #SC0206040277.
77.	Judgment on property located at 9101-15 Ridge Avc., Philadelphia, PA, in favor of Li Ling against Pep Boys Inc. Corp. Headquarters in the amount of $2,519.00, dated April 30, 2003 as #SC03040203891.
78.	Judgment on property located at 9101-15 Ridge Ave., Philadelphia, PA, in favor of Victor J. Cabrera against Pep Boys Inc. in the amount of $1,022.34, dated March 20, 2006 as #SC0602025289.
79.	Judgment on property located at 2455 Decker Blvd., Columbia, SC, in favor of Neshia A. McCall against Pep Boys in the amount of$55.00, dated September 12, 2000 as #004660870.
80.	Judgment on property located at 8825 S. Jewella Ave., Shreveport, LA, in favor of Superior National Insurance Group and against the Pep Boys- Manny, Moe & Jack, Inc. in the amount of $14,152.18, plus penalties and interest, dated March 24,2000, recorded in Book 2964, Page 73.
81.	Judgment on property located at 1509 Easton Rd., Willow Grove, PA, in favor of Jee Sung Kim against Pep Boys, Inc. and Worldwide Automotive in the amount of$2,045.93, dated June 28,2002 as #2002-12060.
82.	Judgment on property located at 2380 S. Hamilton Rd., Columbus, OH, in favor of Ohio State Department of Taxation against Pep Boys in the amount of $1 ,459.41, dated March 5, 1996, recorded in Book 96JG, Page 2772, Franklin County Real Property Records.
83.	Abstract of Judgment on property located at 10501 Gateway West 11, El Paso, TX, in favor of Devant Stewart and Deanna Stewart against The Pep Boys Manny Moe and Jack in the amount of$1 ,384.00, plus costs, interest and attorney’s fees, dated May 15, 1997, in Volume 3202, Page 1724, Real Property Records of El Paso County.
84.	Abstract of Judgment on property located at 10501 Gateway West II, El Paso, TX, in favor ofRonald S. Vievra against Pep Boys in the amount of$571.73, plus costs, interest and attorney’s fees, dated June 17,2003, in Volume 4581, Page 1798, Real Property Records ofEl Paso County.
85.	Abstract of Judgment on property located at 5616 Walzem Rd., San Antonio, TX, in favor of Gracie Thompson against Pep Boys #746 in the amount of $686.00, plus interest and costs, filed June 20,2002, in Volume 9438, Page 791, Real Property Records of Bexar County.

86.	Abstract ofJudgment on property located at 4010 W. Camp Wisdom Rd., Dallas, TX, in favor of Sandra L. MeWhorter against Pep Boys #717 in the amount of $336.34, tiled March 22,2004, in Volume 2004056, Page 1560, Real Property Records of Dallas County.
87.	Abstract of Judgment on property located at 40l0 W. Camp Wisdom Rd., Dallas, TX, in favor of Jay Wesley Kralik against Pep Boys Manny Moe & Jack, eta!. in the amount of$2,399.14, filed June 7, 2005, in Volume 2005111, Page 5302, Real Property Records of Dallas County.
88.	Abstract of Judgment on property located at 2317 N. Galloway Blvd., Mesquite, TX, in favor of Sandra L. McWhorter against Pep Boys #717 in the amount of $336.34, filed March 22, 2004, in Volume 2004056, Page 1560, Real Property Records of Dallas County.
89.	Abstract of Judgment on property located at 2317 N. Galloway Blvd., Mesquite, TX, in favor of Jay Wesley Kralik against Pep Boys Manny Moe & Jack, eta!. in the amount of$2,399.14, filed June 7, 2005, in Volume 2005111, Page 5302, Real Property Records of Dallas County.
90.	Abstract of Judgment on property located at 1455 W. Trinity Mi11s Rd., Carrollton, TX, in favor of Sandra L. McWhorter against Pep Boys #717 in the amount of$336.34, filed March 22,2004, in Volume 2004056, Page 1560, Real Property Records of Dallas County.
91.	Abstract of Judgment on property located at 1455 W. Trinity Mills Rd., Carrollton, TX, in favor of Jay Wesley Kralik against Pep Boys Manny Moe & Jack, et al. in the amount of $2,399.14, filed June 7, 2005, in Volume 2005 I 11, Page 5302, Real Property Records of Dallas County.
92.	Abstract of Judgment on property located at 1212 N. Collins St., Arlington, TX, in favor of Alfred J. Doldorf against Pep Boys in the amount of $244.00, filed on August 2, 2002, in Volume 15863, Page 628, Real Property Records of Tarrant County, as corrected in Volume 17086, Page 232, Real Property Records of Tarrant County.
93.	Abstract of Judgment on property located at 1710 Buckner Blvd. S., Oallas, TX, in favor of Sandra L. Me Whorter against Pep Boys #717 in the amount of $336.34, filed March 22,2004, in Volume 2004056, Page 1560, Real Property Records of Dallas County.
94.	Abstract of Judgment on property located at 1710 Buckner Blvd. S., Dallas, TX, in favor of Jay Wesley Kralik against Pep Boys Manny Moe & Jack, et al. in the amount of$2,399.14, filed June 7, 2005, in Volume 2005111, Page 5302, Real Property Records of Dallas County.

95.	Abstract of Judgment on property located at 6200 San Pedro Ave., San Antonio, TX, in favor of Gracie Thompson against Pep Boys #746 in the amount of $686.00, plus interest and costs, filed June 20,2002, in Volume 9438, Page 791, Real Property Records of Bexar County.
96..	Abstract of Judgment on property located at 8103 Marbach Rd., San Antonio, TX, in favor of Gracie Thompson against Pep Boys #746 in the amount of $686.00, plus interest and costs, tiled June 20,2002, in Volume 9438, Page 791, Real Property Records of Bexar County.
97.	Abstract of Judgment on property located at 101 W. Seminary Dr., Fort Worth, TX, in favor of Alfred J. Doldorf against Pep Boys in the an1ount of $244.00, filed on August 2, 2002, in Volume 15863, Page 628, Real Property Records of Tarrant County, as corrected in Volume 17086, Page 232, Real Property Records of Tarrant County.
98.	Abstract of Judgment on property located at 101 W. Seminary Dr., Fort Worth, TX, in favor ofTan1 Tran Nguyen against Pep Boys in the an1ount of$400.00, tiled on November 28, 1995, in Volume 12178, Page 2400, Real Property Records of Tarrant County.
99.	Abstract of Judgment on property located at 424 E. State Highway 303, Grand Prairie, TX, in favor of Sandra L. MeWhorter against Pep Boys #717 in the amount of$336.34, filed March 22,2004, in Volume 2004056, Page 1560, Abstract of Judgment Records of Dallas County.
100.	Abstract of Judgment on property located at 424 E. State Highway 303, Grand Prairie, TX, in favor of Mrs. Pat Washington against Pep Boys in the amount of$310.94, filed August 1, 1995, in Volume 95148, Page 2508, Abstract of Judgment Records of Dallas County.
101.	Abstract of Judgment on property located at 424 E. State Highway 303, Grand Prairie, TX, in favor ofClebum W. Wrisner against Pep Boys #765 The Pep Boys Manny Moe & Jack in the an10unt of $2,677.08, tiled May 30, 1996, in Volume 96107, Page 5514, Abstract of.Tudgment Records of Dallas County.
I 02.	Affidavit Claiming Mechanic’s Lien on property located at 2473 S. Danville St., Abilene, TX, in the amount of $1 ,350.00, dated February 26, 2003, executed by Thomas J. Bertrand, d/b/a TNT Striping, filed on March 10, 2003, in Volume 2794, Page 315, Official Records of Taylor County.

The Lenders are fully insured tor all liens listed in iiems 5 - 102 above.

Schedule Ll(c)- Allocated Payoff Amount

See attached.

						land Area		Appraised
Store#	Store Name	Address	City	Sttlfe	Bldg SF	(Acrest	Oate Opened	Value		Allocated Loan
2	MONTGOMERYVILLE	901 N WALES RO	NWALES	PA	20,615	3.39	Sep-82	$	4,441,203	$	2.220,602
10	SCRANTON	1113US-6	SCRANTON	PA	22,211	5.61	Oct-87	$	3,000,000	$	1,500,000
32	41ST STREET	4101-19 MARKET ST	PHILADELPHIA	PA	17,083	0.98	Aug-69	$	1,961,453	$	980,727
34	OXFORD VALLEY	101 LINCOLN HWY	FAIRLESS HILLS	PA	17,441	2.25	Nov-73	$	3,024,203	$	1,512,102
36	GREENSBORO	4320 HIGH POINT RD	GREENSBORO	NC	20,374	4.13	Feb-90	$	2,300,000	$	1,150,000
50	TOMS RIVER	301 RTE 37 E	TOMS RIVER	NJ	17,690	2.85	Nov-86	$	3,405,703	$	1,702,852
54	HOI/JELL	4204 RTE 9 S	HOWELL	NJ	17,690	3.71	Oct-86	$	3,700,000	$	1,850,000
61	STRATFORD/NJ	10 N WHITEHORSE PIKE	STRATFORD	NJ	18,429	1.53	Aug-71	$	2,697,203	$	1,348,602
74	RANDALLSTOWN	8635 LIBERTY RD	RANDALLSTOWN	MD	13,227	1.38	Dec-73	$	1,879,703	$	939,852
75	ROUTE 40	6515 BALTIMORE NATIONAL P	BALTIMORE	MD	19,950	3.01	Jan-86	$	2,860,703	$	1,430,352
79	TOWSON	1739-41 E JOPPA RD	BALTIMORE	MD	8,160	0.79	May-65	$	1,400,000	$	700,000
85	DENBIGH	13200 WARW1CK BLVD	NEWPORT NEWS	VA	20,615	3.98	Dec-85	$	2,650,000	$	1,325,000
90	WOODBRIDGE	1641 VV!GGLESWORTH WAY	WOODBRIDGE	VA	20,374	2.58	Oct-87	$	4,500,000	$	2,250,000
91	PEtERSBURG	3120 S CRATER RD	PETERSBURG	VA	22.211	3.31	Oct-88	$	2,899,766	$	1,449.883
98	ROCK HILL	2514 N CHERRY RD	ROCKHILL	SC	22,211	2.20	Jul-89	$	3,170,000	$	1,585,000
100	VIRGINIA BEACH	1116 LYNNHAVEN P’tWIIY	VIRGINIA BCH	VA	20,374	1.88	May-89	$	3,335,766	$	1,667,883
102	NINE MII.E ROAD	4507 NINE MILE RD	RICHMOND	VA	20,615	3.89	Apr-88	$	2,790,766	$	1,395,383
103	NORCROSS	5620 JIMMY CARTER BLVD	NORCROSS	GA	20,615	2.42	Feb-88	$	3,383,521	$	1,691.761
108	SNELLVILLE	2207 E MAIN ST	SNELLVILLE	GA	22.211	1.81	Oct-88	$	3,274,521	$	1,637,261
116	DOUGLASVILLE	3150 HIGHWAY 5	DOUGLASVILLE	GA	22,211	1.59	Nov-88	$	3,165,521	$	1.582.761
117	GRETNA	1100 BEHRMAN HWY	GRETNA	LA	22,211	2.35	Mar-91	$	2,451,000	$	1,225,500
134	BROAD RIVER ROAD	1804 BROAD RIVER RD	COLUMBIA	SC	22,211	4.19	Nov-90	$	2,893,021	$	1.446,511
141	BOSSIER CITY	2941 E TEXAS AVE	BOSSIER CITY	tA	21,771	4.26	Jan-94	$	2,675,021	$	1,337,511
144	ANDORRA	9101-15 RIDGE AVE	PHILADELPHIA	PA	22,211	2.73	Oec-92	$	4,086,953	$	2.043.477
146	OLD HICKORY	15001 OLD HICKORY BLVD	NASHVILLE	TN	22.211	2.23	Mar-91	$	2,575,000	$	1,287,500
147	SUDELL	1421 GAUSE BIVD	SLIDELL	LA	22,211	2.37	Mar-91	$	3,000,000	$	1,500,000
151	KINGSTON	106 MARKET PLACE BLVD	KNOXVILLE	TN	22.211	2.30	Oct-91	$	3,165,521	$	1,582,761
152	DECKER	2455 DECKER BLVD	COLUMBIA	SC	22,211	2.49	Oec-91	$	2,893,021	$	1,446.511
164	SHREVEPORT	8825 S JEWELLA AVE	SHREVEPORT	LA	20,374	2.83	Jan-92	$	1,803,021	$	901,511
175	WIILOW GROVE	1509 EASTON RD	WILLOW GROVE	PA	22.211	3.73	Jan-94	$	4,495,703	$	2,247,852
184	GREENVILLE	2418LAURENS RD	GREENVILLE	SC	22,211	2.79	Jan-93	$	3,002,021	$	1,501,011
185	AIRPORT HIGHWAYfAL	831 MONTUMAR DR	MOBILE	Al	22,211	2_79	Dec-92	$	2,348,021	$	1,174,011
186	HAMPTON	2224 W MERCURY BLVD	HAMPTON	VA	22,211	3.25	Jan-93	$	3,662,766	$	1,831.383
212	LAFAYETTE/LA	5639 JOHNSTON ST	LAFAYETTE	LA	22,211	2.00	Nov-93	$	2,811,271	$	1,405,636
214	CLARKSVILLE	1317 TRIANGLE DR	CLARKSVILLE	IN	22,211	2.31	Oec-93	$	2,424,703	$	1,212.352

236	HAMILTON ROAD	2830 S HAMILTON RO	COLUMBUS	OH	22,354	2.46	Apr-94	$	2,150,000	$	1,075,000
259	FLORENCE MALL	832 HEIGHTS BLVD	FLORENCE	KY	22,211	3.45	Oct-94	$	2,784,021	$	1,392,011
277	WATERBURY	699 WOLCOTT ST	WATERBURY	CT	18,196	089	Oct-97	$	2,751,703	$	1.375,852
337	WASHINGTON	7201 E WASHINGTON ST	INDfANA,POUS	IN	31.368	4.24	Jul-95	$	2,600,000	$	1,300,000
372	CRANBERRY	20229 RT 19	CRANBERRY	PA	18,196	2.00	Apr-97	$	2,969,703	$	1.484,852
375	MISHAWAKA	3415 GRAPE RD	MISHAWAKA	IN	21,723	2.24	Feb-97	$	1,879,703	$	939,852
383	DULUTI1	4055 PLEASANT HILL RD	DULUTH	GA	18,196	2.50	Dec-96	$	3,150,000	$	1,575,000
426	STERLING HEIGHTS	39755 VANDYKE AVE	STERLING HGTS	MI	22,073	2.24	Apr-97	$	4,277,703	$	2,138,852
504	COON RAPIDS	3325 124TH AV N.W.	COON RAPIDS	MN	21.875	2.43	Jul-99	$	3,514,703	$	1,757,352
551	SALISBURY	1628 N SALISBURY BIVD	SALISBURY	MD	18,196	2.24	Nov-97	$	2,588,203	$	1,294,102
608	SAN BERNARDINO	147SEST	SAN BERNARDINO	CA	22,908	1.13	Apr-79	$	1,770,703	$	885,352
611	LA MIRADA	14207 ROSECRANS AVE	LA MIRADA	CA	<9,122	2.09	Feb-80	$	3,078,703	$	1,539,352
624	FRESNO	716 BROADWAY	FRESNO	CA	17,321	0.98	Jul-48	$	1,400,000	$	700,000
626	ORACLE	3783 N ORACLE RD	TUCSON	1>-Z	22,960	1.77	Jul-86	$	3,2.69,453	$	1,634,727
630	INGLEWOOD	200 E SPRUCE AVE	INGLEWOOD	CA	17,920	0.93	Mar-70	$	2,293,903	$	1,146,952
645	TUCSON	1300 S 6TH AVE	TUCSON	A:Z.	22,390	2.02	Apr-84	$	2,751,703	$	1,375,852
647	67TH STREET	6714 EL CAJON BLVD	SAN DIEGO	CA	15,200	0.80	Jun-82	$	2,684,503	$	1.332,252
661	SPEEDWAY	4491 E SPEEDWAY BLVD	TUCSON	A:Z.	22,750	2.37	Mar-82	$	3,350,000	$	1,675,000
674	YVMA	155 E 32NDST	YUMA	AZ	24,430	3.63	Feb-84	$	2,915,203	$	1,<157,602
684	SCOTISDALE	2524 N SCOTTSDALE RD	SCOTTSDALE	AZ	19,110	1.55	Apr-84	$	2,479,2.03	$	1,239,602
688	SAHARA	637 E SAHARA AVE	LAS VEGAS	NV	20,736	1.72	Jun-88	$	2,900,000	$	1,450,000
689	S!ERRA VISTA	1255 E FRY BLVD	SIERRA VISTA	1>-Z	11,842	0.94	Mar-85	$	1,291,103	$	645,552
697	WEST CENTRAL	4523 CENTRAL AVE N W	ALBUQUERQUE	NM	17,523	1.51	Jun-85	$	2,100,000	$	1,050,000
698	YARBROUGH	10501 GATEWAY WEST 11	ELPASO	TX	20,400	1.77	Jun-85	$	1,552,703	$	776,352
713	WALZEM	5616WALZEM	SAN ANTONIO	TX	22,362	3.14	Apr-88	$	1,743,453	$	871,727
716	CAMP WISDOM	4010 W CAMP WISDOM RD	DALLAS	TX	21,521	1.33	Nov-86	$	2,097,703	$	1,048,852
717	MESQUITE	2317 N GALLOWAY BLVD	MESQUITE	TX	20,843	1.39	Nov-86	$	1,879,703	$	939,852
721	CARROLLTON	1455 WTRIN_ITY MIILS RD	CARROLLTON	TX	20,984	1.42	Fet>-87	$	2,206,703	$	1,103,352
725	ARLINGTON	1212 N COLLINS ST	ARLINGTON	TX	21,193	1.75	Aug-87	$	2,533,703	$	1,266,852
725	BUCKNER	1710 BUCKNER BLVD S	DALLAS	TX	21,193	1.19	Jan-91	$	1,661,703	$	e30,852
730	MONTCLAIR	51SO ARROW H’NY	MONTCLAIR	CA	20,400	2.16	Oec-87	$	2,260,000	$	1.130,000
734	SAN PEDRO	6200 SAN PEDRO AVE	SAN ANTONIO	TX	22,362	1.86	Feb-88	$	2,315,703	$	1,157,852
737	MARBACH	8103 MARBACH RD	SAN ANTONIO	TX	22.362	1,99	Feb-88	$	1,750,000	$	875,000
743	NILESICA	4014 E NILES ST	BAKERSFIELD	CA	20.528	1.35	Apr-88	$	1,716,203	$	858,102
751	SEMfNARY	101 W SEMINARY	FORT WORTH	TX	22,229	1.77	Jan-89	$	1,661,703	$	830.852
754	SOUTH WALKER	7600 S WALKER ST	OKLAHOMA CITY	OK	22,362	1.02	Feb-89	$	2,424,703	$	1,212,352
756	NORTHWEST HIGHWAY	7401 NW EXPRESSWAY	OKLAHOMA CITY	OK	22,491	2.21	Feb-89	$	2,860,703	$	1,430,352

758	GRAND PRAIRIE	424 ESTATE HWY 303	GRAND PRAIRIE	TX	22,700	1.82	Sep-88	$	4,315,703	$	1.157,852
760	HARLINGEN	2321 W EXPRESSWAY 83	HARLINGEN	TX	22,491	1.62	Mar-89	$	1,552,703	$	776,352
764	QUAIL SPRINGS	2317 W MEMORIAL RD	OKLAHOMA CITY	OK	22,491	1.71	Mar-89	$	2,800,000	$	1,400,000
769	KOL8	7227 E 22ND ST	TUCSON	AZ	22,200	1.66	Juo-89	$	3,187,703	$	1,593,852
779	63RD & BELL	6311 W BELL RD	GLENDALE	AZ	22,298	1.95	Juf-90	$	3,187,703	$	1,593,852
781	DENTON	1605 DALLAS OR	DENTON	TX	20,374	1.73	Jan-92	$	2,275,000	$	1,137,500
788	ABILENE	2473 S DANVILLE ST	ASILENE	TX	22,200	!.95	Jun-90	$	2,206,703	$	1,103,352
791	MEMORIAL	6714 S MEMORIAL DR	TULSA	OK	20,374	1.91	Jan-91	$	2,533,703	$	1,266,852
818	NAPERVILLE	2936 W OGDEN AVE	NAPERVILLE	IL	20.374	2.51	Jun-94	$	4,168,703	$	2,0!14,352
824	KELLOGG EAST	9045 E KELLOGG	WICHITA	KS	22,211	2.85	Jan-94	$	3,024,203	$	1,512.102
856	ELSTON	2604 N ELSTON AVE	CHICAGO	IL	21,536	1.83	Aog-95	$	6,850,000	$	2,925,000
923	S.PONCE	CARR#2 KM 26 2	PONCE BYPASS	PR	19,300	1.83	Oct-97	$	3,732,703	$	1,866,352
924	GUAYAMA	CARR#54KM 0 90ESVIO DEL S	GUAYAMA	PR	19,300	0.60	Jan-98	$	3,732,703	$	1,866,352
926	ALTAMlRA	RT 17 PINERO RD 20	GUAYNABO	PR	19,300	1.00	Sep-97	$	3,841,703	$	1,920,852
928	SANTURCE	AVE MARGINAL BALDORIOTY O	SANTURCE	PR	8,465	0.57	Nov-97	$	1,879,703	$	939,852
			87 Properties	Total	1,790,639	192.97		$	240,010,913	$	120.005,457

Schedule 2.l(d)

(FORM OFl

TERM LOAN NOTE

[Date]

FOR VALUE RECEIVED, the undersigned, THE PEP BOYS — MANNY, MOE & JACK, a Pennsylvania corporation (the “Borrower”), hereby unconditionally promises to pay, on the Maturity Date (as defined in the Credit Agreement referred to below), to the order of            (the “Lender’’) at the office of Wachovia Bank, National Association, located at 201 South College Street, NC0680/CP8, Charlotte, North Carolina 28288-0680, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of the Term Loan made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof from time to time from the date hereof until payment in full of the principal ammmt hereof and accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.

The holder of this Term Note is authorized to endorse the date and amount of each payment of principal and interest with respect to the Term Loan evidenced by this Term Note and the portion thereof that constitutes a LIBOR Rate Loan or an Alternate Base Rate Loan on Schedule 1 annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the infonnation endorsed (absent etTOr); provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Term Note.

This Note is one of the Term Notes referred to in the Amended and Restated Credit Agreement, dated as of October (_j, 2006 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto, and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), and the holder is entitled to the benefits thereof. Capitalized terrns used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

[This Term Note is in substitution for and replacement of that certain Term Note, dated as of [January 27, 2006], made by the Borrower and payable to the order of the Lender.]

Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Term Note is not paid \.vhen due at any stated or accelerated maturity, the Borrower

agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

All parties now and hereafter liable with respect to this Tenn Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

THE PEP BOYS- MANNY, MOE & JACK,
a Pennsylvania corporation

By:

Name:

Title:

SCHEDULE 1
to

Term Note

LOANS AND PAYMENTS OF PRINClPAL

					Principal
Amount	Type				Paid
of	of	Interest	Interest	Maturity	or	Principal	Notation
Loan	Loan (1)	Rate	Period	Date	Converted	Balance	Made By

The type of Loan may be represented by “L” for LlBOR Rate Loans or ‘‘ABR” for Alternate Base Rate Loans.

Schedule 2.6

[FORM OF]

NOTICE OF CONVERSION/EXTENSION

[Date]

Wachovia Bank, National Association,

as Administrative Agent

201 South College Street

NC0680/CP8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services

Ladies and Gentlemen:

Pursuant to Section 2.6 of the Amended and Restated Credit Agreement, dated as of October [      ], 2006 (as amended, restated, amended and restated or otherwise modified, the “Credit Agreement”), by and among The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto, and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), the Borrower hereby        requests conversion or        extension of the following Loans be made as follows (the ‘‘Proposed Conversion/Extension”):

Applicable
Loan Current
Interest
Rate and
Interest
Period Date Amount to
be
Converted/
Extended Requested
Interest
Rate
(Alternate Base
Rate/LIBOR
Rate) Requested Interest
Period
(one, two, three or six
months
- for LIBOR Rate only)

NOTE:    PARTIAL CONVERSIONS MUST BE IN AN AGGREGATE PRINCIPAL AMOUNT OF $5,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEROF.

Terms defined in the Credit Agreement shall have the same meanings when used herein.

The undersigned hereby certifies that no Default or Event of Default has occurred and is (continuing or would result from such Proposed Conversion/Extension or from the application of) the proceeds thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

THE PEP BOYS -MANNY, MOE & JACK,
a Pennsylvania corporation

By:

Name:

Title:

Schedule 3.3- Credit Party Jurisdictions

Each Credit Party is organized in the following states:

Credit Partx	Jurisdiction of Organization
Pep Boys	Pennsylvania
PBY-California	California
PBY-Delaware	Delaware
PBY-Puerto Rico	Delaware
Carrus	Delaware
PBY	Delaware

Each Credit Party is qualified to do business in the following states:

Credit Party	Jurisdiction
Pep Boys	AL, AR, DE, FL, GA, IN, KY, LA, MD, NC, SC, TN & VA
PBY-California	AZ, IL, KS, ME, MN, NV, NH, NM, OR, TX & LIT
PBY-Dclaware	CO, CT, DC, MA, MI, MO, NJ, NY, OH, OK, RJ, TX & WA
PBY-Puerto Rico	PR

Schedule 3.5- Violations; Defaults

None.

Schedule 3.12- Subsidiaries

I. Wholly-owned subsidiaries of Pep Boys:

·    PBY-DE

·    PBY-PR

·    PBY

·    Carrus

·    Colchester

2. Wholly-owned subsidiaries ofPBY:

PBY-CA

3. Wholly-owned subsidiaries of Colchester:

The Pep Boys, LLC

Schedule 3.19(a) - Mortgaged Properties

See Schedule l.l(c).

Schedule 3.19(b) Credit Parties’ Chief Executive Offices

1.        Pep Boys

PBY-DE

PBY-CA

PBY-PR

Carrus:

3111 West Allegheny Avenue

Philadelphia, PA 19132

2.        PBY:

11 05 North Market Street

Wilmington, Delaware 19801

3.        Colchester:

Seven Burlington Square, 6th Floor

Burlington, Vermont 05402

Schedule 3.22 - Labor Matters

None.

Schedule 3.24- Material Contracts

1.  Merchandise Vendor Agreements

·Vendor Agreement, dated November 1, 1995, between the Borrower and Cooper Tire & Rubber Company, as amended by the Amendment to Vendor Agreement dated November 20,2001.

·Supply Agreement- Johnson Controls Batteries, dated as of April 1, 1995, between the Borrower and Johnson Controls Battery Group, Inc.

·Merchandise Vendor Agreement between the Borrower and Wen Products -Great Lakes Tool Mfg.

·Merchandise Vendor Agreement between the Borrower and Hankook Tire America Corp.

·Vendor Agreement #PBY 28 dated November 28, 2005 between the Borrower and Baja Motorsports, LLC and related Addendums

·Vendor Agreement #PBY 273 dated December 23,2005 between the Borrower and Sopus Pennzoil Oil and related Addendums

·Vendor Agreement #PBY 233 dated January 3, 2006 between the Borrower and Castro! Inc. and related Addendums

2.Amended and Restated Private Label Consumer Credit Card Program Agreement, dated as ofNovember 14, 2005 among the Borrower, The Pep Boys- Manny, Moe & Jack of California, The Pep Boys- Manny, Moe & Jack of Delaware, Inc., The Pep Boys- Manny, Moe & Jack of Puerto Rico, Inc. and GE Money Bank.

3.IBM Customer Agreement, dated October 11, 1999, between the Borrower and International Business Machines Corporation, as amended by the Amendment to the IBM Customer Agreement dated November I 0, 1999.

4.Term Lease Master Agreement, dated October 27, 1999, between the Borrower and IBM Credit Corporation, as amended by the Addendum to Term Lease Master Agreement dated October 27, 1999.

5.Any and all documents evidencing the Indebtedness and Synthetic Leases set forth on Schedule 6.1(b).

Schedule 3.25- Insurance

1. Pollution & Remediation Legal Liability Insurance Policy (Policy # PECOO19972) issued by Indian Harbor Insurance Company, with a tenn from January 27, 2006 through January 27, 2011.

2. See attached schedule.

PEPBOYS AUTO Executive Risk Program Directors’ and Officers’ Liability Insurance 7/1/06 to 7/1/2007 Aggregate Limit: $50 million Fiduciary Liability 7/1/06 to 7/1/2007 Crime Insurance 10/14/05 to 10/14/06 Employment Practices Liability Insurance 10/14/05 to 10/14/2006 $50MM Chubb $10mm xs $40mm Aggregate Limit: $20 million Per Occurrence Limit: $10 million Aggregate Limit: $40 million $40MM St. Paul $40MM XL Bermuda $40mm $10mm xs $30MM $30mm Chubb $0 $2.5 million retention $15mm xs $15mm $20MM St.Paul Lloyds of London 19.05% Catlin, 4.29% Harrington 19.05% ACE, 9.52% Hiscox 23.8% AIG Europe (UK) Ltd 14.2% Brit $10mm xs $10mm $10MM $15mm AIG $10mm $15MM $0 Chubb $10mm $0 $0 $1,000,000 retention per loss (indemnifiable claims) $0 (non-indemnifiable claims) $50,000 retention per loss (indemnifiable claims) $0 (non-indemnifiable claims) $200,000 deductible

[LOGO]  Casualty Program Policy Period : June 30, 2006 to June 30, 2007 $100M Chubb / Federal Insurance Company Policy Number: 7913 09 75 Limits of Liability: $25,000,000 Each Occurrence $25,000,000 Prods-Comp Operations Aggregate $25,000,000 Other Aggregate (where applicable) Occurrence Form Excess Liability Policy Form #07-02-1344 (12/97) $75M Liberty Insurance Company Policy Number:[ILLEGIBLE] Limits of Liability: $25,000,000 Each Occurrence $25,000,000 Aggregate (where applicable) Occurrence Form Excess Liability Policy Form [ILLEGIBLE] $50M Great American Assurance Company Policy Number: EXC4718578-1 Limits of Insurance: $25,000,000 Each Accident or Occurrence and in the Aggregate Occurrence Form Excess Insurance Policy Form #GAJ6524(06/97) $25M ACE American Insurance Company Policy Number: X00 023574548 Limits of Insurance: $25,000,000 Each Occurrence $25,000,000 Aggregate $500,000 Self Insured Retention Occurrence Form Commercial Umbrella Liability Policy Form #[ILLEGIBLE]  $2M $1M $250K ACE USA / ACE American $250,000 SJR ACE USA / ACE American $250,000 Deductible $1,000,000 Deductible Zurich American Insurance Company Policy Period: January 1, 2006 to January 1, 2007 GL AL [ILLEGIBLE] General Agg. [ILLEGIBLE] $4,000,000 Liability - CSL [ILLEGIBLE] $2,000,000 Coverage A-WC Statutory Prods-Comp Ops. $4,000,000 PIP Reject/Minimum Coverage B-EL Personal & Adv. Injury $1,750,000 Auto Medical Pay Nil Bodily Injury by Acc. $1M Each Accident Each Occ Limit $1,750,000 Uninsured Motorists Reject/Minimum Bodily Injury by Disease $1M Policy Limit [ILLEGIBLE] $1,750,000 [ILLEGIBLE] Motorists Reject/Minimum Bodily Injury by Disease $1M Each Employee Medical Expense Nil Deductible $250,000 Deductible $1,000,000 ALAE is included in the SIR / Outside the Limit of Liability, SIR is $250,000 ALAE is included in the Deductible / Outside the Limit of Liability ALAE is included in the Deductible / Outside the Limit of Liability Note: The following coverage is also provided (not scheduled to the Umbrella Excess Liability policy) Off Shore [ILLEGIBLE] Damages Wrap Around Policies ACE Bermuda-Limits: $25M & Magna Carts [ILLEGIBLE] Limits: $25M

[LOGO] $ [ILLEGIBLE] $50 MM Cal EQ in program, $10MM add/[ILLEGIBLE] DIC Policy Period 3/1/06 - [ILLEGIBLE]/1/07 $100 Mn Arch 19.53% [ILLEGIBLE] RE 5.00% [ILLEGIBLE] 20.00% RSUI 10.00% [ILLEGIBLE] 13.33% Commonwealth 7.69% Swiss Re 10.00% Global Excess Partners 2.78% [ILLEGIBLE] $25 Mn AWAC 20% Axis 16.67% Lexington 12.22% Max RE 26.67% $10 Mn AWAC 20% Lexington $2.5 MM deductible for [ILLEGIBLE] in DCs  $250,000 deductible [ILLEGIBLE] Cat Ded DEDUCTIBLES Note [ILLEGIBLE] deductible apply to stock in DCs’ via Stock Through [ILLEGIBLE] program

Schedule 3.27- Classification of Senior Indebtedness

None.

Schedule 3.31(b) – Leases

Store #	Store Name	Store Address	Tenant Name
0009	Hunting Park	1050 E Hunting Park Avenue Philadelphia, PA 19124	Hong Thach
0009	Hunting Park	1050 E Hunting Park Avenue Philadelphia, PA 19124	Li Duan Ren
0009	Hunting Park	1050 E Hunting Park Avenue Philadelphia, PA 19124	Rent-A-Center
0009	Hunting Park	1050 E Hunting Park Avenue Philadelphia, PA 19124	Mag 1020, Inc.
0059	Cherry Hill	316 Haddonfield Road Cherry Hill NJ, 08002	J&L Pets, LLC
0171	East Brunswick	538 Route 18 East Brunswick NJ, 08816	Vacant
0213	Pleasant Hills	320-330 Clairton Blvd., Route 51 Pleasant Hills PA, 15236	Allcare Dental Management, Inc
0213	Pleasant Hills	320-330 Clairton Blvd., Route 51 Pleasant Hills PA, 15236	Mattress World, Inc
0636	Downey	10227 Lakewood Blvd Downey CA,90241	McDonald’s Corporation
0636	Downey	10227 Lakewood Blvd Downey CA,90241	Farr’s Stationary, Inc.
0636	Downey	10227 Lakewood Blvd Downey CA,90241	Jason and Judy Cheng, Husband and Wife 99 Cents Mart III
0652	Atlantic	256 South Atlantic Boulevard Los Angeles, CA 90022	Tony’s Shoe Repair
0668	Clovis	693 West Shaw Avenue Clovis CA,93612	Caffe e Via, LLC
0670	Decatur	506 South Decatur Las Vegas NV, 89107	Luxottica Retail
0775	Laredo	NW Ortiz Street and W San Francisco Avenue Laredo TX, 16830	United Equipment Rental Gulf, LP
0824	Kellogg East	9045 E. Kellogg, Wichita, KS 67207	Clear Channel

Schedule 3.31(e)

I. 0656   Visalia, CA.  The proposed partial fee taking comprises 149 SF on the corner of Highway 63 and Sunny Side Avenue.

2. 0659   T mpe, AZ.  This is a partial taking of a strip along Apache Boulevard that turns the comer onto McClintock Drive.  The taking comprises 2,935 SF fee taking, 162 slope easement and a I ,614 SF temporary construction easement.

Schedule 4.1 (b)

[FORM OF) SECRETARY’S
CERTIFICATE

[CREDIT  PARTY)

[Date]

Pursuant to Section 4.1 (b) of the Amended and Restated Credit Agreement, dated as of October [   ], 2006 (as amended,  restated, amended  and restated, or otherwise  modified, the “Credit Agreement”; capitalized  terms used herein  and  not defined shall  have the meanings provided  in the Credit Agreement),  by and among The  Pep Boys - Manny,  Moe & Jack, a Pennsylvania corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto, and Wachovia Bank, National Association,   as  administrative   agent  for  the   Lenders  (the  “Administrative   Agent”),  the undersigned                of[CREDIT PARTY} (the ‘‘Companv”) hereby certifies as follows:

1.        [Attached hereto as Exhibit A is a true and complete copy of the (articles of incorporation)  [certificate of formation)(certificate of limited partnership) of the Company and all amendments thereto as in effect on the date hereof.] [The [articles  of incorporation] {certificate  of  formation]   (certificate  of  limited  partnership)   of  the  Company  and  the (bylaws)  (operating  agreement)   (partnership  agreement)   of  the  Company,  which  were delivered to the Administrative Agent in connection with the closing of the Existing Credit Agreement, have not been rescinded or modified, have been in full force and effect since the closing date of the Existing Credit Agreement and are in full force and effect as of the Closing Date.]

l2.       Attached  hereto  as  Exhibit  B  is  a  true  and  complete  copy  of  the  (bylaws) (operating agreement]  [partnership agreement)  of the Company and all amendments thereto as in effect on the date hereof.l

3.        Attached  hereto as Exhibit C  is a tme  and complete  copy of  resolutions duly adopted by the board of directors of the Company on                    .  Such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption  to and  including  the  date  hereof  and  are  now  in  full  force  and  effect,  and  such resolutions  are the only  corporate  proceedings  of  the Company  now  in  force  relating  to or affecting the matters referred to therein.

4.        Attached  hereto as Exhibit D is a true and complete copy of the certificates of good standing, existence or its equivalent of the Company.

5.        The following persons are the duly elected and qualitied officers of the Company, holding the oftices indicated next to the names below on the date hereof, and the signatures appearing  opposite the names of the officers below are their true and genuine signatures,  and

each of such officers is duly authorized to execute and deliver on behalf of the Company, the Credit Agreement, the Notes and the other Credit Documents to be issued pursuant thereto:

Signature

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the day and year first above w-ritten.

Name:

Title:

I,           , the                     of the Company, hereby certify that        is the duly elected and qualified                 of the Company and that his/her true and genuine signature is set forth above.

Name:

Title:

Schedule 4.l(g)

[FORM OF] SOLVENCY
CERTIFICATE

[Date]

The  undersigned chief  financial officer of  The  Pep  Boys  -  Manny,  Moe  &  Jack,  a Pennsylvania  corporation  (the “Borrower”), is familiar with the properties,  businesses,  assets and liabilities  of the Credit  Parties and is duly authorized  to execute  this certificate  on behalf of the Borrower.

Reference  is made to that Amended and Restated Credit Agreement,  dated as of October (   ),  2006  (as  amended,  restated,  amended  and  restated,  or  otherwise  modified,  the “Credit Agreement”), by and among the Borrower,  the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders  from time to time party thereto, and Wachovia  Bank, National Association,   as  administrative  agent   for  the   Lenders   (the  “Administrative  Agent”).      All capitalized  terms used herein and not defined shall have the meanings  provided in the Credit Agreement.

The undersigned  certifies  that he/she has made such investigation  and inquiries as to the financial  condition  of the Credit Parties as the undersigned  deems  necessary  and prudent  tor the purpose  of  providing  this Certificate.   The  undersigned  acknowledges that  the  Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate  in connection  with the making of the Term Loan under the Credit Agreement

To the best knowledge of the undersigned, the financial information, projections and assumptions which underlie  and form the basis for the representations made  in this Certificate were reasonable  when made and were made in good faith and continue  to be reasonable as of the date hereof.

BASED  ON  THE  FOREGOING, the  undersigned  certifies  that,  both  before  and  after giving effect to the Term Loan made on the Closing Date:

A.The Credit  Parties, as a whole, are solvent  and are able to pay their debts and other liabilities,  contingent  obligations and other commitments as they mature in the normal course of business.

B.None  of the Credit  Parties  intends  to, and  does  not  believe  that  it will, incur  debts  or  liabilities  beyond  its ability  to pay as such  debts  and  liabilities  as they mature in their ordinary course.

C.None of the Credit Parties is engaged  in any business  or transaction,  or is about to engage in any business or transaction,  lor which the assets of such Credit  Party would   constitute   unreasonably   small   capital   aller   giving   due   consideration  to  the prevailing  practice in the industry in which such Credit Party is engaged or is to engage.

D.The present fair saleable value of the consolidated  assets of each Credit Party and its Subsidiaries, measured on a going concern basis, is not less than the amount that will be required to pay the probable liability on the debts of such Credit Party and its Subsidiaries, on a consolidated basis, as they become absolute and matured.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN  WITNESS WHEREOF, the  undersigned  has executed  this  Certificate  as of  the day and year first above written.

THE PEP BOYS - MANNY, MOE & JACK,

a Pennsylvania corporation

By:

Name:

Title:

Schedule 5.2(a)(i)

[FORM OF]

OFFICER’S COMPLIANCE CERTIFICATE

[Date]

For the fiscal [quarter][year] ended-------’               .

The undersigned, on behalf of The Pep Boys - Manny, Moe &  Jack, a Pennsylvania corporation (the “Borrower”), hereby certifies on behalf of the Credit Parties that, with respect to the Amended and Restated Credit Agreement, dated as of October LJ, 2006 (as amended, restated, amended and restated, or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time party thereto, the Lenders from  time  to  time  party thereto, and  Wachovia Bank,  National Association, as administrative agent for the Lenders (the “Administrative Agent”):

(a)Each of the Credit Parties during the fiscal period referred to above observed or performed in all material respects all of its covenants and other agreements, and satisf1ed in all material respects every condition, contained in the Credit Agreement to be observed, performed or satisfied by it.

(b)I have obtained no knowledge of any Default or Event of Default under the Credit Agreement; (1)

(c)Attached hereto on Schedule 1  are calculations in reasonable detail [(i)] demonstrating compliance by the Credit Parties with the financial covenant contained in Section 5.9 of the Credit Agreement as of the last day of the f1scal period referred to above and [(ii)  determining the Senior Leverage Ratio as of the last day of the tlscal period referred to above to the extent the Senior  Leverage Ratio meets the Senior Leverage Ratio Target].

(d)Attached hereto on Schedule 2 is a certificate detailing the amount of all Asset Dispositions that were made during the fiscal period referred to above, and amounts received in connection with a Recovery Event during the fiscal period referred to above.

(e)[Attached hereto on Schedule 3 is an updated copy of Schedule 3.12 to the Credit Agreement.]’

If a Default or Event of Default shall have occurred, an explanation of such Default or Event of Default shall be provided on a separate page anached hereto together with an explanation of the action taken or proposed to be taken by the Borrower with respect thereto.

’Attach Schedule 3 if the Borrower or any of its Subsidiaries has formed or acquired a new Subsidiary since the Closing Date or since Schedule 3.12 to the Credit Agreement was last updated.

(f)(Attached hereto on Schedule 4 is an updated copy of Schedule 3.24 to the Credit Agreement.]’

(g)[Attached hereto on Schedule 5 is an updated copy of Schedule 3.25 to the Credit Agreement.]’

(h)The financial statements delivered for the fiscal period referred to above present fairly the financial position of the Borrower and its Consolidated Subsidiaries, for the periods indicated, in conformity  with GAAP applied on a consistent basis.

Capitalized  terms  used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

Attach Schedule 4 if any new Material Contract has been entered into since the Closing  Date or since Schedule 3.24 to the Credit Agreement was last updated (together with a copy of such Material Contract(s)).

’Attach Schedule 5 if the Borrower or any of its Subsidiaries has altered or acquired any insurance policies since the Closing Date in any material respect.

IN WITNESS WHEREOF, the undersigned has executed this officer’s compliance certificate as of the day and year first above written.

THE PEP BOYS - MANNY, MOE & JACK,

a Pennsylvania corporation

By:

Name:

Title:

Schedule I

Financial Covenant Calculations

Financial Covenant Calculation Worksheet

A.	Consolidated EBITDA
	1.	Consolidated Net Income	1.
	2.	Consolidated Interest Expense	2.
	3.	tax expense (including, without limitation, any federal, state, local and foreign income and similar taxes) of the Credit Parties and their Subsidiaries for such period	3.
	4.	depreciation and amortization expense of the Credit Parties and their Subsidiaries tor such period	4.
	5.	other non-cash charges (excluding reserves for future cash charges) of the Credit Parties and their Subsidiaries for such period	5.
	6.	the sum of Lines I through 5:	6.
	7.	non-cash charges previously added back to Consolidated Net Income in determining Consolidated EBITDA to the extent such non-cash charges have become cash charges during such period	7.
	8.	any other non-recurring cash or non-cash gains during such period	8.
	9.	the sum of Lines 7 and g	9.
	10.	Line 6 minus Line 9: Consolidated EBITDA	10.

*Line I 0 must equal at least S 170 million.

Schedule 2

Asset Dispositions/Recovery  Events

I.	Asset Dispositions	I.
II.	Recovery Events	II.

Schedule 3

Schedule 3.12 to Credit Agreement

 Schedule 4

Schedule 3.24 to Credit Agreement

[Please attach a copy of each Material Contract]

 Schedule 5

Schedule 3.25 to Credit Agreement

Schedule 5.2(a)(ii)

[FORM OF]

COLLATERAL VALUE REPORT

[Date]

For the fiscal [quarter][year] ended - - - - -                   ,           .

The undersigned, on behalf of The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Borrower”), hereby certifies on behalf of the Credit Parties that, with respect to the Amended and Restated Credit Agreement, dated as of October [ ], 2006 (as amended, restated, amended and restated, or otherwise modified, the “Credit Agreement”), by and among the Borrower, the Domestic Subsidiaries of the Borrower from time to time patty thereto, the Lenders from time to time party thereto, and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”):

l.         The Collateral Value, as demonstrated by the calculations attached hereto as Schedule l, is true and accurate on and as of the last day of the fiscal period referred to above.

[Use the following paragraphs 2 and 3 for {a) substituting additional Properties as Collateral for Properties previously pledged as Collateral or (b) releasing certain Collateral, in each case pursuant to Section 5. 12.]

2.        No Default or Event of Default exists and is continuing on the date of this Certificate, or after giving effect to the [substitution of Collateral][release of Collateral] set forth on Schedule 2 (the “(Replaced][Released] Collateral”).

3.        The total aggregate amount of all Replaced Collateral does not exceed fifteen percent (15%) of the aggregate total value of the Collateral as determined by the 2005 Appraisals, the 2006 Appraisals or such later appraisals as may be required by the Administrative Agent.

4.        After giving effect to the Released Collateral (and any new Collateral pledged in substitution therefore) the Collateral Value of the Mortgaged Properties will be greater than or equal to 2.0 times the principal amount of the then outstanding Term Loan and will be at least $150,000,000, as demonstrated by the calculations attached hereto as Schedule 3.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the day and year first above written.

THE PEP BOYS - MANNY, MOE & JACK,

a Pennsylvania corporation

By:

Name:

Title:

Schedule 1 Collateral Value

Calculation See attached.

[to be completed by the Borrower and subject to review by Administrative Agent]

Schedule 2

[Replaced][Released] Collateral

[to be completed by the Borrower and subject to review by Administrative Agent]

Schedule 3

Collateral V alue

(to be at least equal to 2.0 times the principal amount of the then outstanding Term Loan)

I.	Collateral Value (See Schedule I calculations)’
II.	outstanding Term Loan
III.	I. equals at least 2.0 times II.	yes/no

‘ Collateral Value should take into account any [Replaced][Released] Collateral and any Collateral pledged in substitution therefore.

Schedule 5.5(c)- O&M Plans

See attached.

PEP BOYS STORE ASBESTOS POLICY

Prior to its identified hazards, asbestos was commonly used in construction and general industry. For these reasons, Pep Boys has established the following procedures to identify, manage, and when appropriate, remove asbestos containing materials {ACM).

Real Estate Development

Since Pep Boys began 1t’s expansion in the early 1990’s, our extensive due diligence process mandates that a Phase l Environmental Site Assessment is to be performed on all properties, without exception When recommended by the environmental consultant or if required by Pep Boys, a Phase II is also performed. In new store remodels, it is Pep Boys’ policy to perform ACM studies, regardless of the Phase I results. Based upon these results, any ACM that is identified is to be removed in accordance with all local, state and federal regulations.

Remodel Activity

Prior to a remodel of an existing store, an asbestos survey is to first take place for ail stores constructed before 1980. If no asbestos is identified, Pep Boys Environmental Department will sign-off for the remodel to begin. If any ACM is found to be present, the following protocol must be followed

1.The condition of the ACM must be identified.

2.The scope of work for the remodel must be reviewed to identify if any of the affected areas are to be altered many way

3.If the ACM is found to be in poor condition, regardless of the extent of the remodel, it shall be removed m accordance With all local, state and federal regulations

4.If the ACM 1s found to be in good condition, and the scope of the remodel does not affect the ACM, the asbestos is labeled and an Asbestos Management Plan is created for the store (see Attachment A for a sample plan).

5If the ACM ts found to be in good condition and the scope of the remodel encompasses the ACM, a determination must be made to e1ther remove the ACM or alter the scope of work to exclude the remodel

3/Jl West AIIegheny Avenue· Philadelphia,
PA. 19132

215-430-9876 {phone) 215-430-4665 (fax)

ATTACHMENT

A

Health Building International, Inc.

HBI ASBESTOS OPERATIONS AND MAINTENANCE PROGRAM

Date of Site Visit: March 16, 2005

Date Report Issued: April 6, 2005

Table of Contents

1  General Introduction	2
2  Administrative Policy and Procedures (Responsibility of Key Participants)	3
2.1  Building Owner Agent	3
2.2  Maintenance Workers	3
2.2.1  Class Ill Asbestos Work	3
2.2.2  Class Asbestos Work	5
2.2.3  Custodial and Routine Housekeeping Duties	7
3  Operations and Maintenance Program	8
3.1  Notification	8
3.1.1  Maintenance and Custodial Employees	8
3.1.2  Contractors	8
3.1.3  Building Occupants and Tenants	9
3.2  Surveillance	9
3.2.1  Re-inspection - (for sample form, refer to Appendix B. Form 1)	9
3.2.2  Visual Evaluation - (Appendix B Form 1 may be used)	10
3.2.3  Air Monitoring	10
3.3  Controls for Asbestos Containing Material - (for exact descriptions and wording of signs and labels refer to Appendix I)	10
3.3.1  Floor Tile Mastic-Throughout most of retail area of site	10
3.3.2  Building Rooftop	11
3.3.3  Work Practices	11
3.3.4  Worker Protection	11
3.3.5  Protective Clothing	12
3.3.6  Operations and Maintenance Procedures	12
3.4  Record Keeping	13
3.4.1  Operations and Maintenance Plan	13
3.4.2  Asbestos Program Participants	13
3.5 Notification	13
3.6  Surveillance	14
3.7  Controls for Asbestos Containing Material	14
3.8  Work Practices	14
3.9  Training	14

1 General Introduction

The purpose of an Asbestos Operations and Maintenance Program is to establish and maintain a system which implements and documents an asbestos control program in the building located at      . The steps taken to identify asbestos containing material and associated hazards and to minimize the potential exposure to employees and occupants of a building must be implemented, recorded and maintained for future reference. It is the responsibility of the Asbestos Program Manager(s) to establish and maintain the required controls and record keeping system of the Operations and Maintenance Program.

Asbestos Program Manager

Authority for all asbestos related activities has been designated to:

The Asbestos Program Manager shall be, through training and experience, actively involved and oversee all asbestos related activities.

Requisite training for the Asbestos Program Manager shall be E.P.A. accreditation under the Asbestos Hazard Emergency Response Act (AHERA) and/or state certification as a Building Inspector/Management Planner.

The Asbestos Program Manager shall either train or have training provided for building workers in the techniques of the Operations and Maintenance Program.

The Asbestos Program Manager shall provide notification to tenants, employees and contractors concerning any asbestos related issue. The tenants shall be bound by written agreement or legal contract to inform the Asbestos Program Manager of any renovation or demolition project undertaken by the tenant.

The Asbestos Program Manager shall be responsible to review and update the Operations and Maintenance Program on an annual basis and an as needed basis.

2 Administrative Policy and Procedures (Responsibility of Key Participants)

2.1 Building Owner Agent

Building owners of buildings constructed prior to 1981 are required to undertake a number of measures regarding the possibility of asbestos containing materials in their facility. Per A.S.H.A. Asbestos Construction Standard 29 CFR 1926.110 1 (k) (2) “building and facility owners shall determine the presence, location and quantity of Asbestos Containing Material (ACM) and/or Presumed Asbestos Containing Material (PACM).” Identification and recordkeeping of potential hazards is required. Notification by means of signage to warn of potential asbestos hazards as well as the communication of information as to potential asbestos hazards is required. If work is to be performed involving asbestos containing material(s), the building owner (agent) shall ensure that only qualified asbestos contractors may conduct the work and that all required notifications to local, state, and federal agencies have been completed.

2.2 Maintenance Workers

2.2.1 Class III Asbestos Work

Employees who, during the course of their work, do repair and maintenance operations where ACM or PACM is likely to be disturbed must be protected from exposure to asbestos fibers. The work as described above is classified a Class III asbestos work under the A.S.H.A. Asbestos Construction Standard 29 CFR 1926.1101 (g) (9).

Under this regulation an operation fitting this description must be conducted and demarcated within a regulated area. The use of signs, critical barriers or negative pressure enclosures are considered adequate methods of demarcation.

Proper training and respiratory protection of workers is required where the A.S.H.A. Permissible Exposure Limit (PEL) of 0.1 fibers per cubic centimeter of air as an 8 hour time weighted average or 1.0 fibers per cubic centimeter of air during a 30 minute period is expected to be exceeded as a result of the work.

Eating, drinking, smoking, chewing tobacco or gum, or applying cosmetics in the regulated area is not permitted.

A competent person must supervise all work involving the disturbance of ACM or PACM. A competent person is an employee who is knowledgeable about construction safety and health and who is capable of identifying asbestos hazards, selecting the appropriate control strategy, and will take prompt action to correct or eliminate problems. The competent person who supervises Class III asbestos work must receive training equivalent to EPA’s 16 hour operations and maintenance training and an annual refresher training at no cost to the employee.

Training must focus on the locations of suspect materials, work practices, job assessment and methods of control.

An initial exposure assessment must be conducted by a competent person to determine whether or not airborne asbestos fibers in excess of the PEL may be present.

The following work practices and engineering controls are required for all Class ill work:

(1)           Vacuum cleaners with HEPA filters

(2)           Wet methods or wetting agents

(3)           Clean-up and disposal using leak tight containers

(4)           Impermeable drop cloths and isolation methods such as mini-enclosures or glove bag systems must be used where the disturbance involves drilling, cutting, abrading, sanding, chipping, breaking or sawing ACM or PACM.

(5)           The work area must be contained using a critical barrier or the operation must be isolated using a control system such as a negative pressure enclosure or glove bag.

Protective clothing is required when it is expected that the PEL will be exceeded by the work or where a negative exposure assessment is not produced.

Hygiene practices are required when it is expected that the PEL will be exceeded by the work or where a negative exposure assessment is not produced. Hygiene practices include an equipment room or decontamination area, which guards against contamination beyond the work area. Work clothing must be vacuumed and equipment must be cleaned prior to removal from the work area.

Employees who perform Class ill asbestos work must receive 16 hours of EPA required operations and maintenance training. The training shall be equivalent in curriculum, method and length to the EPA Model Accreditation Plan. Annual refresher training for this group is required without specific duration.

Medical surveillance is required for all workers who perform Class I, II, ill work for a cumulative total of 30 days or more per year, or whoever wears a negative pressure respirator, or who ever is exposed above the PEL for 30 days or more per year. The 30 day limit excludes days in which less than one hour is spent in Class ill work when required work practices are followed.

The following work practices are prohibited:

(1)           The use of high abrasive disk saws without HEPA filtered exhausts or point-of-cut ventilators.

(2)           The use of compressed air without an enclosed ventilation system such as a capturing device.

(3)           Dry sweeping, shoveling or other dry clean-up method.

(4)           Employee rotation to circumvent the PEL.

For workers who do any Class ill asbestos work where an initial exposure assessment indicates the possibility that airborne asbestos fibers may exceed the PEL of 0.1 fibers per cubic centimeter of air as an 8 hour time weighted average or 1.0 fibers per cubic centimeter of air during a 30 minute period, the following applies:

(1)           Air sampling that represents a full shift exposure must be conducted periodically over the course of a job to determine accurate concentrations of airborne asbestos fibers. (Air monitoring may be discontinued if it shows exposure to asbestos fiber concentrations less than the PEL and this condition is expected to continue.)

(2)           Appropriate respirators are required (refer to Appendix E Respiratory Protection Recommendations)

(3)           Appropriate protective work clothing and equipment, at no cost to the employee, must be provided.

(4)           An equipment room or area must be established next to the regulated area for decontamination of employees and their equipment. All personal protective equipment and clothing must be decontaminated and all persons must enter and exit the regulated area through the equipment/decontamination area.

(5)           The regulated work area must be enclosed by critical barriers or the work operation must be isolated using a control system such as glove bags or a negative pressure enclosure. Ventilation and dust collection systems must be equipped with HEPA filters.

(6)           Medical surveillance is required for all workers who wear negative pressure respirators or who do Class I, II, or ill asbestos work for 30 or more days per year. Days in which less than one hour is spent in Class ill asbestos work when work practices are followed are not included in the accumulation of 30 days per year.

2.2.2 Class IV Asbestos Work

Employees who, during the course of their work, may clean up dust or debris after work that involved disturbance or removal of ACM or PACM must be protected from exposure to asbestos fibers. The work as described above is classified as Class IV asbestos work under the A.S.H.A. Asbestos Construction Standard 29 CFR 1926.1101 (g) (10), if the work is the result of Class I, II or ill asbestos work.

Under the regulation as described above, a competent person must supervise all Class IV asbestos work involving contact with and clean up of ACM or PACM. A competent person is an employee who has received specialized training to identify asbestos hazards, to select the best control strategy and to take prompt action to correct or eliminate problems. The competent person who supervises Class IV asbestos work must receive training equivalent to EPA’s 16 hour operation and maintenance training and annual refresher training at no cost to the employee. Training must focus on the locations of suspect materials, work practices, job assessment and methods of control.

An initial exposure assessment must be conducted by a competent person to determine whether or not airborne asbestos fibers in excess of the PEL may be present.

Employees who do asbestos construction clean up work must receive annual asbestos hazard awareness training at no cost to the employee.

Smoking is not allowed in the work area.

Wet methods and/or wetting agents and appropriate work practices must be followed.

HEPA vacuums must be used.

Prompt clean up and disposal of debris in leak proof containers is required.

The following work practices are prohibited:

(1)  The use of high speed abrasive disk saws without HEPA filtered exhausts or point of cut ventilator.

(2)  The use of compressed air without a capture device.

(3)  Dry sweeping, shoveling or other dry clean up method.

(4)  Employee rotation to circumvent the PEL.

(5) Medical surveillance is required for all workers doing Class IV asbestos work who are exposed to asbestos above the PEL for 30 days or more per year. The 30 day requirement excludes days in which less than one hour is spent in Class III asbestos work when required work practices are followed.

For workers who clean up any job where the exposure assessment (refer to Appendix J) indicates the possibility that airborne asbestos fibers may exceed the PEL of 0.1 fibers per cubic centimeter of air over an 8 hour time weighted average or 1.0 fiber per cubic centimeter of air averaged over a 30 minute period.

(1)           Periodic exposure monitoring, which represents full shift exposures, must be performed at the work area to determine the airborne asbestos fiber concentration. Monitoring may be discontinued if it shows asbestos fiber concentrations less than the PEL.

(2)           Negative pressure air purifying respirators or higher level protection are required. (Refer to Appendix E Respiratory Protection Recommendations)

(3)           Appropriate protective work clothing and equipment must be provided at no cost to the employee.

(4)           Work clothing must be HEPA vacuumed and equipment decontaminated on a plastic drop cloth. If Class IV clean up takes place in a regulated area, the clean up must comply with the hygiene required in a higher classification of asbestos work.

(5) A regulated area must be established and demarcated in any manner that minimizes the number of persons in the area and protects persons outside the area from exposure to airborne asbestos. Signs must be provided and displayed.

(6)           Medical surveillance is required for all workers doing Class IV work who are exposed to asbestos above the PEL for 30 days or more per year. The 30 day requirement excludes days in which less than one hour is spent in Class III work when the required work practices are followed.

2.2.3 Custodial and Routine Housekeeping Duties

Employees who perform routine custodial duties that involve working near or cleaning known ACM or PACM that is not enclosed, sealed or otherwise protected from release of asbestos fibers into the air are covered by the O.S.H.A. General Industry Standard for Asbestos 29 CPR 1910.1001.

The affected workers must be provided with asbestos awareness training each year. The course must be provided at no cost to the employee. The course must cover the health effects of asbestos exposure, the hazards of smoking and asbestos, the use of respirators, the locations of asbestos materials and signs of damage, and who to notify and what procedures to follow should such materials be dislodged or become non-intact. This training must be provided regardless of the expected exposure levels to housekeepers.

If it can be reasonably expected that any of your housekeeping employees may be exposed in excess of a PEL, then the following must be done:

(I)            Air monitoring according to the O.S.H.A. General Industry Standard for Asbestos to accurately determine the airborne concentration of asbestos fibers.

(2)           Provide employees with medical surveillance. A medical surveillance program requires the worker to complete a health questionnaire and may include a physical examination at no cost to the employee. Exposure and medical surveillance records must be kept for the duration of employment plus 30 years.

(3)           Access to areas of expected over exposure shall be restricted.

(4)           An annual asbestos awareness course must be provided at no cost to the employee. The course must cover the health effects of asbestos exposure, hazards of asbestos and smoking, use of respirators, locations of asbestos materials and signs of their damage, how to respond to asbestos exposure and required housekeeping work practices.

Provide appropriate respirators and protective clothing at no cost to employees to use while working in the areas of potential over exposure. Respirators must be equipped with HEPA filters.

3 Operations and Maintenance Program

3.1 Notification

A system to inform workers, tenants, and building occupants where ACM or PACM is located, how to avoid disturbing the material. Before construction activity, including maintenance, repair or renovation is undertaken, information regarding the presence, location and quantity of ACM or PACM must be provided to those who may come in contact with the material. Building occupants should be informed of any potential hazard in their vicinity. Building owners (agent) may inform building occupants by written notices, posting signs or labels in a central location where affected occupants can see them, and holding awareness or information sessions.

3.1.1 Maintenance and Custodial Employees

Information regarding the location of ACM or PACM which may be disturbed during the course of their work.

The condition of the ACM or PACM and the response in the form of protective measures required in the vicinity of such material.

Convey the fact that asbestos only presents a health hazard when the fibers become airborne and are inhaled. The mere presence of ACM or PACM does not represent a health hazard.

Do not intentionally disturb ACM or PACM.

Report any evidence of disturbance, damage or deterioration of ACM or PACM to the Asbestos Program Manager.

Take special precautions to properly clean up any asbestos debris which may be discovered.

3.1.2 Contractors

Information regarding the location of ACM or PACM which may be disturbed during the course of their work.

The condition of the ACM or PACM and the response in the form of protective measures required in the vicinity of such material.

Convey the fact that asbestos only presents a health hazard when the fibers become airborne and are inhaled. The mere presence of ACM or PACM does not represent a health hazard.

Do not intentionally disturb ACM or PACM.

Report any evidence disturbance, damage or deterioration to the Asbestos Program manager.

Notify the Asbestos Program Manager as soon as possible of any dust or debris that might come from ACM or PACM, any change in the condition of the ACM or PACM, or any improper action (relative to ACM or PACM) of building personnel.

Convey that all ACM or PACM is inspected periodically and additional measures will be taken if needed to protect the health of the building occupants.

3.1.3 Building Occupants and Tenants

Information regarding the location of ACM or PACM which may be disturbed during the course of their work.

The condition of the ACM or PACM and the response in the form of protective measures required in the vicinity of such material.

Convey the fact that asbestos only presents a health hazard when the fibers become airborne and are inhaled. The mere presence of ACM or PACM does not represent a health hazard.

Do not intentionally disturb ACM or PACM.

Report any evidence of disturbance, damage or deterioration of ACM or PACM to the Asbestos Program Manager.

Notify the Asbestos Program Manager as soon as possible of any dust or debris that might come from ACM or PACM, any change in the condition of the ACM or PACM, or any improper action (relative to ACM or PACM) of building personnel.

Convey that all ACM or PACM is inspected periodically and additional measures will be taken if needed to protect the health of the building occupants.

3.2 Surveillance

3.2.1 Re-inspection (for sample form, refer to Appendix B. Form 1)

A visual inspection accompanied by an assessment of the condition of each type of ACM or PACM shall be done at least every 3 years.

The reinsertion shall be performed by an accredited asbestos inspector or the asbestos program manager.

Recommendations on the course of action regarding the ACM or PACM shall be provided.

Air monitoring for the presence of airborne asbestos fibers should be performed in conjunction with the re-inspection.

Documentation of the re-inspection must be incorporated into the Operations and Maintenance Program.

3.2.2 Visual Evaluation -(Appendix B Form 1 may be  used)

Every six months, a visual evaluation of the ACM or PACM shall be performed.

The visual evaluation may be performed by custodial or maintenance staff with sufficient asbestos awareness training, typically 16 hour asbestos awareness training.

Air monitoring for the presence of airborne asbestos fibers may be performed in conjunction with the visual evaluation.

Observations and any changes in condition should be noted and reported to the Asbestos Program Manager.

Documentation of the visual observations must be incorporated into the Operations and Maintenance Program.

3.2.3 Air Monitoring

Air monitoring for the presence of airborne asbestos fibers should be performed in conjunction with the re-inspection of ACM or PACM.

Air monitoring may be performed at any time in the vicinity of known asbestos containing material.

Observations in the condition of ACM or PACM in the vicinity of the air monitoring shall be done.

A knowledgeable and experienced individual should be consulted to design a proper air sampling strategy.

Documentation of the observations and air analysis results must be incorporated into the Operations and Maintenance Program.

Note: Air monitoring does not replace re-inspection and visual evaluation.

3.3 Controls for Asbestos Containing Material -(for exact descriptions and wording of signs and labels refer to Appendix I)

3.3.1 Floor Tile Mastic -Throughout most of retail area of site

The material in this group is the mastic or glue that holds the floor tile to the floor. This material is enclosed by the adhering floor tile. Periodic monitoring of the adhering floor tile to ensure that it has not become damaged is all that is necessary. If the adhering floor tile does become damaged, the affected area should be repaired using a non-asbestos patch or replacement material. The floor tile mastic is a non-friable material and was found to be in good condition. It is recommended that if a renovation is to be performed in the same areas as the floor tile mastic, consideration should be given to removing floor tile mastic.

3.3.2 Building Rooftop

Sampling of roofing components can be problematic. Over time it is not unusual for rooftops to undergo repeated repairs, both major and minor. These repairs can range from an almost complete replacement to a minimal patch with roofing tar, sealant compound, flue tape, etc. With weathering, it is difficult to distinguish new from old or original components. Further, if sampling involves even a minimum amount of rooftop penetration, this can raise liability and insurance concerns.

For these reasons, HBI generally does not sample roofing materials unless they are relatively “safe” samples to take; examples might include a “pinch” of a sealant/compound or putty or piece of tape sealant. Where such samples were taken they are generally not friable and are not readily accessible and currently do not pose a significant health hazard. However, these materials should be periodically inspected and if they should become friable, then they become a regulated asbestos containing material with more stringent requirements.

Long term however, with roofing materials generally not sampled, roofs should be “assumed” to have asbestos containing materials. This becomes an important issue if rooftop work involving significant disturbance, component removal, or any sort of destructive activities is to be performed. If any such projects are planned, an asbestos inspection of the rooftop will need to take place and identified asbestos containing components will need to be properly removed.

3.3.3 Work Practices

All work by employees or contractors to be performed in the vicinity of ACM or PACM shall have:

An Application for Maintenance Work (refer to Appendix B. Form 2) must be properly filled out and signed by the Asbestos Program Manager.

A Maintenance Work Authorization Form (refer to Appendix C. Form 1) must be properly filled out and signed by the Asbestos Program Manager.

An Evaluation of Work Affecting ACM or PACM (refer to Appendix C. Form 2) must be properly filled out and signed by the Asbestos Program Manager.

3.3.4 Worker Protection

Respiratory Protection - (refer to Appendix E Respiratory Protection Recommendations)

Appropriate respirators shall be made available to employees who perform certain activities which may reasonably expose them to asbestos fibers. (Typically a NIOSH and MSHA approved half-face or full-face negative pressure, air purifying respirator equipped with HEP A canister filters for asbestos dusts, mists and fumes)

A respiratory protection program shall be developed according to the O.S.H.A. respirator standard 29 CFR 1910.134 and should include:

(a) written operating procedure for respirator use

(b) personnel responsibilities for respirator cleaning, storage and repair

(c) medical examinations of workers for respirator use

(d) training in proper respirator use and limitations

(e) respirator fit testing

(f)  respirator cleaning and care

(g) work site supervision

Air monitoring shall be performed in the form of personal air sampling to verify that the respirator protection level is adequate.

The respiratory protection program shall be administered by the Asbestos Program Manager.

3.3.5 Protective Clothing

Protective clothing consists of coveralls, a head cover and foot cover made of a synthetic fabric which does not allow asbestos fibers to pass through.

Workers shall wear protective clothing whenever they are exposed or likely to be exposed to asbestos fiber levels above the A.S.H.A. PEL.

3.3.6 Operations and Maintenance Procedures

(a) Activities in the vicinity of ACM or PACM which are unlikely to involve direct disturbance of ACM or PACM such as wiping, dusting or sweeping.

Wet methods or wetting agents shall be used.

HEPA vacuums should be used to sweep up any dust or debris.

(b) Where the disturbance involves drilling, cutting, abrading, sanding, chipping, breaking or sawing ACM or PACM, impermeable drop cloths and isolation methods such as mini-enclosures or glove bag systems must be used.

The work area must be contained using a critical barrier or the operation must be isolated using a control system such as a negative pressure enclosure or glove bag. Provide appropriate respirators and protective clothing at no cost to employees to use while working in the areas of potential over exposure. Respirators must be equipped with HEPA filters.

(c) Asbestos Fiber Release Episodes (Involving more than three square or linear feet of ACM or PACM):

Notification of asbestos program manager as soon as possible

Isolation of the area by closing doors and/or erecting temporary barriers.

Signs shall be posted immediately outside the fiber release site to prevent persons not involved in the clean up from entering.

If necessary, the HVAC system shall be modified or shut down and sealed off.

Thorough clean up procedures, careful visual inspection and final clearance air monitoring to verify satisfactory clean up.

Documentation of how episode occurred, measurements taken and final verification of satisfactory clean-up shall be done.

3.4 Record Keeping

3.4.1 Operations and Maintenance Plan

The Asbestos Operations and Maintenance Plan along with the designated Asbestos Program Manager, Address, Phone Number shall be kept updated and on file.

Previous inspection and assessment reports shall be kept on file

Documentation regarding the removal of ACM or PACM shall be kept on file.

Drawings and/or sketches identifying the locations of ACM or PACM shall be kept on file.

3.4.2 Asbestos Program Participants

The name, address and phone number of the building owner (agent) shall be kept updated and on file.

Any and all accreditation and training certifications of the Asbestos Program Manager, maintenance workers and custodial staff for asbestos shall be updated annually and kept on file.

Personal air monitoring documentation shall be kept on file for the length of employment plus 30 years.

Documentation of medical surveillance records for any employee shall be kept on file for the length of employment plus 30 years.

Documentation for any employee required to wear a respirator shall be updated annually and kept on file.

3.5 Notification

Any and all documentation regarding the notification of employees, workers, contractors, tenants or building occupants of the presence, location and quantity of ACM or PACM shall be kept on file.

3.6 Surveillance

Any and all asbestos re-inspection documentation shall update the Asbestos Operations and Maintenance Program and be kept on file.

Any and all asbestos visual evaluation documentation shall update the Asbestos Operations and Maintenance Program and be kept on file.

Any and all air monitoring documentation for asbestos shall be kept on file.

3.7 Controls for Asbestos Containing Material

Any and all actions taken to repair ACM or PACM shall be documented and the Asbestos Operations and Maintenance Program shall be updated and kept on file.

Any and all actions taken to abate ACM or PACM in the form of removal, encapsulation or enclosure shall be documented and the Asbestos Operations and Maintenance Program updated and kept on file.

Any and all documentation regarding an asbestos fiber release episode shall be kept on file.

3.8 Work Practices

If any employee is required to wear a respirator, a respiratory protection program shall be developed according to O.S.H.A. respirator standard 29 CPR 1910.134 updated as necessary and kept on file

Work procedures for employees who work in the vicinity of ACM or PACM, but are unlikely to disturb ACM or PACM shall be developed, updated as necessary and kept on file.

Work procedures for employees who work in the vicinity of ACM or PACM and may disturb ACM or PACM shall be developed, updated as necessary and kept on file.

Work procedures for employees whose activities involve the disturbance of ACM or PACM shall be developed, updated as necessary and kept on file.

Procedures for an accidental asbestos fiber release episode shall be developed, updated as necessary and kept on file.

3.9 Training

Awareness Training for employees who are required to perform cleaning and simple maintenance tasks where ACM or PACM may be accidentally disturbed. (2 to 8 hour training)

(1) Background information on asbestos.

(2) Health effects of asbestos.

(3) Worker protection programs.

(4) Locations of ACM or PACM in buildings.

(5) Recognition of ACM or PACM damage and deterioration.

(6) Operations and Maintenance Program.

(7) Proper response to fiber release episodes.

Operations and Maintenance Training -for employees who are required to repair or remove small sections of ACM or PACM. (16 hour training)

(1) Federal, State and local asbestos regulations.

(2) Proper asbestos related work practices.

(3) Descriptions of the proper methods of handling ACM or PACM, inducing waste handling and disposal.

(4) Respirator use, care and fit-testing.

(5) Protective clothing donning, use and handling.

(6) Hands-on exercises for techniques such as glove bag work and HEPA vacuum use and maintenance.

(7) Appropriate and proper worker decontamination procedures.

APPENDIX A

Glossary

Asbestos -includes chrysotile, amosite, crocidolite, tremolite asbestos, anthophyllite asbestos, actinolite asbestos.

Asbestos Containing Material (ACM) -Any material that contains more than 1% asbestos.

Asbestos Program Manager -A building owner or designated representative who supervises all aspects of the facility asbestos management and control program.

Friable Asbestos -Any materials that contain greater than 1 % asbestos, and can be crumbled, pulverized or reduced to powder by hand pressure. Previously non-friable material may become broken or damaged by mechanical force and thus rendered friable.

HEPA Filter -High Efficiency Particulate Air filter rated to trap 99.97% of all particles 0.3 microns or larger.

Medical Surveillance -A periodic comprehensive review of a worker’s health status. The required elements of an acceptable medical surveillance program are listed in the O.S.H.A. standards for asbestos.

NIOSH -The National Institute for Occupational Safety and Health which conducts research, issues technical information and tests and certifies respirators.

Personal Air Samples -An air sample taken with a sampling pump directly attached to the worker with the collecting filter and cassette placed in the worker’s breathing zone.

Presumed Asbestos Containing Material (PACM) -Thermal system insulation, surfacing material and vinyl/asphalt flooring materials in a building built or renovated before 1981 and not tested for asbestos content.

Regulated Area -An area established to demarcate where Class I, II, III asbestos work is conducted and any adjoining area where debris and waste from such asbestos work may accumulate and a work area within which the airborne concentrations of asbestos may exceed or there is a reasonable possibility they may exceed the PEL.

APPENDIX B

Sample Record Keeping Forms

Form 1: A sample form for recording information during ACM reassessment

Re-inspection of Asbestos-Containing Materials

Location of asbestos-containing material (address, building, room, or general description):

Type of asbestos-containing material(s):

1. Sprayed-or ceilings or walls

2. Sprayed-or troweled-on structural members

3. Insulation pipes, tanks, or boiler

4. Other (describe):

Abatement Status:

1. The material has been encapsulated enclosed neither removed

Assessment:

1. Evidence of physical damage:

2. Evidence of water damage:

3. Evidence delamination or other damage:

4. Degree of accessibility of the material:

5. Degree of activity near the material:

6. Location in an air plenum, air shaft or airstream:

7. Other observations (including the condition of the encapsulant or enclosure if any):

*Recommended Action:

Signed: Date:     (Evaluator)

Form 2: A sample application form for maintenance work approval

Job Request Form for Maintenance Work

Name: Date:

Telephone No. Job Request No. 

Requested starting date: Anticipated finish date:

Address, building, and room number(s) (or description of area) where work is to be performed:

Description of work:

Description of any asbestos-containing material that might be affected, if known (include location and type):

Name and telephone number of requestor:

Name and telephone number of supervisor:

Submit this application to:

(The Asbestos Program Manager)

NOTE: An application must be submitted for all maintenance work whether or not asbestos-containing material might be affected. An authorization must then be received before any work can proceed.

Granted (Job Request No)

With conditions*

Denied

*Conditions

APPENDIX C

Form 1: A sample maintenance work authorization form

Maintenance Work Authorization Form No.

Authorization

Authorization is given to proceed with the following maintenance work:

Presence of Asbestos Containing Materials

Asbestos-containing materials are not present in the vicinity of the maintenance work.

ACM is present, but its disturbance is not anticipated; however if conditions change, the Asbestos Program Manager will reevaluate the work request prior to proceeding.

ACM is present, and may be disturbed.

Work Practices if Asbestos-Containing Materials Are Present

The following. work practices shall be employed to avoid or minimize disturbing asbestos:

Personal Protection if Asbestos-Containing Materials Are Present

The following equipment/clothes shall be used / worn during the work to protect workers:

(Manual on personal protection can be referenced)

Special Practices and/or Equipment Required:

Signed: Date:     (Asbestos Program Manager)

Form 2. As sample work evaluation form

Evaluation of Work Affecti9ng Asbestos-Containing Materials

This evaluation covers the following maintenance work:

Location of work (address. building. room number(s). or general description):

Date(s) of work:

Description of work:

Work approval form number:

Evaluation of work practices employed to minimize disturbance of asbestos:

Evaluation of work practices employed to contain released fibers and to clean up the work area:

Evaluation of equipment and procedures used to protect workers:

Personal air monitoring results (in-house worker or contract?)

Worker Name Results:

Worker Name Results:

Handling or storage of ACM waste:

Signed: Date:     (Asbestos Program Manager)

APPENDIX D

Additional Assistance and Training

EPA Regional Contacts

Additional assistance can be obtained from your U.S. EPA Regional Asbestos Coordinators. NESHAP Regional Coordinators and OSHA Regional Offices. Their telephone numbers are listed below:

EPA Region 1: (CT, ME, MA,.NH, RI, VT)
Asbestos Coordinator (617) 565-3835
NESHAP Coordinator (617) 565-3265

EPA Region II: (NJ, NY, PR, VI)
Asbestos Coordinator (201) 321-6671
NESHAP Coordinator (212) 264-6770

EPA Region III: (DE, DC, MD, PA, VA, WV)
Asbestos Coordinator (215) 597-3160
NESHAP Coordinator (215) 597-6550

EPA Region IV: (AL, FL, GJ\. KY, MS, NC, SC, TN)
Asbestos Coordinator (404) 347-5014
NESHAP Coordinator (404) 347-2904

EPA Region V: (IL, IN, MI, MN, OH, WI)
Asbestos Coordinator (312) 886-6003
NESHAP Coordinator (312) 353-2088

EPA Region VI: (AR, LA, NM, OK, TX)
Asbestos Coordinator (214) 655-7244
NESHAP Coordinator (214) 655-7229

EPA Region VII: (lA, KS, MO, NE)
Asbestos Coordinator (913) 551-7020
NESHAP Coordinator (913) 551-7020

EPA Region VIII: (CO, MT, ND, SD, UT, WY)
Asbestos Coordinator (303) 293-1442
NESHAP Coordinator (303) 294-7685

EPA Region IX: (AZ, CA, HI, NV, AS, aU)
Asbestos Coordinator (415) 556-5406
NESHAP Coordinator (415) 556-5526

EPA Region X: (AK, ID, OR, WA)
Asbestos Coordinator (206) 442-4762
NESHAP Coordinator (206) 442-1757

OSHA REGIONAL OFFICES
Region 1-Boston, MA: (617) 223-6710
Region II -New York, NY: (212) 944-3432
Region II1-Philadelphia, PA: (215) 596-1201 
Region IV -Atlanta, GA: (404) 347-3573 
Region V -Chicago, 11: (312) 353-2220 
Region VI -Dallas, TX: (214) 767 4731 
Region VII -Kansas City, MO: (816) 374-5861
Region VIII Denver, CO: (303) 844-3061
Region IX -San Francisco, CA: (415) 995-5672
Region X -Seattle, WA: (206) 442-5930

Toxic Substances Control Act (TSCA)
Assistance Hotline

Copies of the EPA Guidance Documents, Technical Bulletins and other publications cited here can be obtained by calling the TSCA Assistance Hotline, in Washington DC: (202) 554-1404.

Approved Training Centers

Certain training centers and satellite centers were initially funded by EPA to develop asbestos training courses. They, and other training providers approved by EPA or states, offer courses for professionals such as asbestos inspectors and management planners involved with ACM detection and control, for asbestos abatement project designers, project supervisors and abatement workers, and others. In general, qualified professionals trained as inspectors and asbestos management planners would be good choices to design an O&M plan. Original training centers are located at the following sites:

Georgia Institute of Technology
GTRIIEDUESTD
29 O’Keefe Building
Atlanta, GA 30332
(404) 894-3806

Tufts University
Curtis Hall
Asbestos Information Center
474 Boston Avenue
Medford, MA 02155
(617) 381-3531

University of Kansas Asbestos
Training Center 6600 College
Blvd. Suite 315
Overland Park, KS 66211
(913) 491-0181

University of Illinois at Chicago
Midwest Asbestos Information
Center Box 6998
Chicago, IL 60680
(311) 996-6904

Pacific Asbestos Information
Center University Cal Extension
2223 Fulton Street
Berkeley, CA 94720
(415) 643-7143

Additional training providers are listed in the Federal Register on a regular basis. Call (202) 554-1404 for information. In addition, information on how to receive a copy of an O&M Course produced by an EPA contractor may be obtained at the same number.

OTHER ORGANIZATIONS
National Conference of State Legislatures (NCSL) Denver, CO
(303) 623-7800
National Institute of Building Sciences (NIBS) Washington, DC -(202) 289-7800
American Board of Industrial Hygiene (ABIH)
Lansing, MI -(517) 321-2638
National Institute for Standards and Technology (NIST) Gaithersburg, MD -(contact for lab accreditation)
(301) 975-4016

APENDIX E

Respiratory Protection Recommendations

EPA recommends that the following guidelines be followed for respiratory protection during various custodial and maintenance tasks. These guidelines are issued to cover tasks that do not always create routine fiber levels high enough to trigger OSHA respiratory protection requirements. Therefore, building owners should note they go beyond OSHA requirements

· Routine maintenance where contact with ACM is unlikely. No respiratory protection required. (Air-purifying respirator with high-efficiency filters should be available if needed; half-face or full face piece).

· Routine maintenance where there is reasonable likelihood of ACM disturbance. Air-purifying respirator with high efficiency filters (half-face or full face piece).

· Maintenance or repair involving intentional small-scale disturbance of ACM. Powered air-purifying respirator with high-efficiency filters or air-purifying respirator with high efficiency filters (half-face or full face-piece). If glove bags are used to contain the ACM during disturbance, either half-face or full face piece air-purifying respirators with high-efficiency filters may be used.

· Any O&M activity requiring sawing, cutting, drilling, abrading, grinding, or sanding ACM. (NOTE: specially equipped tools with local exhaust ventilation should be used for these activities. See 29 CFR 1910.) Powered air-purifying respirator with high-efficiency filters, or full face piece, air purifying respirator equipped with high-efficiency filters should be used.

· Cleanup after a minor asbestos fiber release. Air-purifying respirator with high-efficiency filters (half-face or full face piece).

· Cleanup after a major asbestos fiber release. Air-supplied respirators, either the “Type C” airline respirator equipped with a backup high-efficiency filter or SCBA (Self-Contained Breathing Apparatus).

The U.S. EPA, in collaboration with NIOSH, has issued a guidance document, “A Guide to Respiratory Protection for the Asbestos Abatement Industry,” which recommends levels of respiratory protection for those engaged in large-scale asbestos abatement projects that are beyond routine O&M procedures. Air-supplied self-contained and “type C” airline respirators are the focus of the EPAINIOSH document. These respirators allow workers to breathe fresh air supplied through hoses and face masks, and are generally used only by asbestos abatement workers engaged in large-scale asbestos removal projects. They are usually not considered either practical or necessary for most custodial and maintenance jobs.

An industrial hygienist or environmental/occupational health professional should assist workers with respirator selection and fitting, and train them in respirator use. Fit-testing (which means determining whether a particular brand and size c respirator properly fits an individual worker) is essential, sine respirators which leak at the face seal provide significantly leg protection. OSHA requires fit-testing initially and every month employees are required to wear a negative pressure respirator for protection against asbestos, or for individual exposed at or above the OSHA-specified limits.

A respirator’s effectiveness is also influenced by how it is handled, cleaned, and stored. Custodial and maintenance staff should clean their respirators after each use, and disinfect their respirators at the end of a day’s use. This improves comfort and also reduces the chances of skin irritation or infection after cleaning the respirator, custodial and maintenance staff should place the respirator (with the worker’s name) in a clean and sanitary location and store the unit in a secure place for future use. Respirators should be visually inspected by the use before and after each use, during cleaning and at least monthly when not in use. Inspection records should be maintained accordingly. When the respirator’s high-efficiency filters are discarded, they should be disposed of as asbestos waste.

APPENDIX F

Existing EPA Guidance for Each Step That a Building Owner May Take to Control ACM

Action

Appoint Asbestos Program

F. Lanager and Develop an Organizational Policy.

Inspect the facility to determine if ACM is present. Take bulk samples of suspect: EM and assess the material’s condition.

Establish an O&M program.

Implement and Conscientiously Manage the O&M Program; Assess the Potential for Exposure to Asbestos and Select Response Actions.

Select and Implement Abatement Actions Other Than O&M When Necessary.

Existing EPA Guidance/Regulations*

“Guidance for Controlling Asbestos-Containing Materials in Buildings” (“Purple Book”) EPA publication number: 560(5-85-024

“Guidance for Controlling Asbestos-Containing Materials in Buildings” (“Purple Book”, chapter 2) EPA publication number: 560/5-85-024

“Simplified Sampling Scheme for Surfacing Materials” (“Pink Book”) EPA publication number: 560/5-85-030a

“Asbestos-Containing Materials in Schools; Final Rule and Notice” (Asbestos Hazard Emergency Response Act, or AHERA). Federal Register-October 30,1987. (Sections 763.85 to 763.88)

Model training course materials for accrediting asbestos building inspectors in accordance with AHERA (inspection/assessment materials).

“Purple Book”, Chapter 3

AHERA Regulations, Sections 763.91 and 763.92

EPA Guidance for Service and Maintenance Personnel. EPA publication number 560(5-85-018

“Purple Book”, Chapter 4

Model training course materials for accrediting asbestos management planners in accordance with AHERA (assessment materials).

AHERA Regulations. Section 763.88 and 793.92

“Purple Book”, Chapter 6

AHERA Regulations, Section 763.93 (including 763.85 through 763.92)

AHERA Regulation. Appendix A: Determining completion of Response Actions-Methods.

“Abatement of Asbestos-Containing Pipe Insulation” U.S. EPA; Asbestos-in-Buildings Technical Bulletin 1986-2.

U.S. EPA National Emission Standards for Hazardous Air Pollutants (NESHAP) Regulations (40 CFR 61)

Model training course materials for accrediting asbestos management planners in accordance with AHERA (assessment materials).

Most of these guidance materials are available through EPA’s TSCA Assistance Hotline, at (202) 554-1404.

APPENDIX G

Sample List of Suspect Asbestos-Containing Materials

Cement Pipes	Elevator Brake Shoes
Cement Wallboard	HVAC Duct Insulation
Cement Siding	Boiler Insulation
Asphalt Floor Tile	Breeching Insulation
Vinyl Floor Tile	Ductwork Flexible Fabric Connections
Vinyl Sheet Flooring	Cooling Towers
Flooring Backing	Pipe Insulation (corrugated air-cell, block, etc.)
Construction Mastics (floor tile, carpet. Ceiling tile)	Heating and Electrical Ducts
Acoustical Plaster	Electrical Panel Partitions
Decorative Plaster	Electrical Cloth
Textured Paints/Coatings	Electric Wiring Insulation
Ceiling Tiles and Lay-in Panels	Chalkboards
Spray-Applied Insulation	Rooting Shingles
Blown-in Insulation	Roofing Felt
Fireproofing Materials	Base Flashing
Taping Compounds (thermal)	Thermal Paper Products
Packing Materials (for wall/floor penetrations)	Fire Doors
High Temperature Gaskets	Caulking/Putties
Laboratory Hoods/Table Tops	Adhesives
Laboratory Gloves	Wallboard
Fire Blankets	Joint Compounds
Fire Curtains	Vinyl Wall Coverings
Elevator Equipment Panels	Spackling Compounds

NOTE: This list does not include every product/material that may contain asbestos. It is intended as a general guide to show which types of materials may contain asbestos.

APPENDIX H

References

USEPA. 1984. U.S. Environmental Protection Agency. National Emission Standards for Hazardous Air Pollutants. 40 CPR 61, April 5,1984.

USEPA. 1985. U.S. Environmental Protection Agency. Measuring airborne asbestos following an abatement action. Washington DC: USEPA. EPA 600/4-85-049. (“Silver Book”)

USEPA. 1985. U.S. Environmental Protection Agency. Asbestos in buildings: Simplified sampling scheme for surfacing materials. Washington DC: USEPA. EPA 560/5-85-030A. (“Pink Book”)

USEPA. 1985. U.S. Environmental Protection Agency. Guidance for controlling asbestos-containing materials in buildings. Washington DC: EPA 560(5-85-024. (“Purple Book”)

USEPA. 1985. U.S. Environmental Protection Agency. Asbestos in buildings: Guidance for service and maintenance personnel Washington DC: EPA 560/5-85-018. (“Custodial Pamphlet”).

USEPA. 1986. U.S. Environmental Protection Agency. Abatement of asbestos-containing pipe insulation. Washington DC: Technical Bulletin No. 1986-2.

USEPA. 1986. U.S. Environmental Protection Agency_ A guide to respiratory protection for the asbestos abatement industry. Washington DC: EPA 560{OPTS-86-001.

USEPA. 1987. Asbestos Abatement Projects; Worker Protection, Final Rule. 40 763. February 1987.

USEPA. 1987. U.S. Environmental Protection Agency. Asbestos Containing Materials in Schools; Final Rule and Notice. 40 CPR 763. Federal Register, October 30 1987.

USEPA. 1988. EPA Study of Asbestos-Containing Materials in Public Buildings: Report to Congress, February 1988.

USEPA. 1989. Asbestos Ban and Phase-out Rule. 40 CPR 763.160 to 763.179, Federal Register, July 12 1989.

USEPA. 1989. Guidelines for Conducting the AHERA TEM Clearance Test to Determine Completion of an Asbestos Abatement Project, Washington DC: EPA 560 (5-89-001.)

USEPA 1989. Transmission Electron Microscopy Asbestos Laboratories: Quality Assurance Guidelines, Washington DC: EPA 560{5-90-002.

U.S. Department of labor: OSHA Regulations. 29 CFR 1910.1001¬General Industry Asbestos Standards and 29 CFR 1926.58 Construction Industry Asbestos Standard, June 1986; Amended September 1988.

U.S. Department of Labor: OSHA Regulations. 29 CFR 1910.134 ¬Respiratory Protection Standard, June 1974.

Keyes, Dale L. and Chesson, Jean. 1989. A Guide to Monitoring Airborne Asbestos in Buildings. Environmental Sciences, Inc., 105 E. Speedway Blvd., Tucson, Arizona  5705.

APPENIX I

Signs

1.             Signs must be posted in or near areas where there is known or presumed ACM or PACM. The signs must be posted at a distance that will allow workers to read them and take protective steps before entering the area marked by the signs.

The signs must read:

DANGER ASBESTOS CANCER AND LUNG DISEASE HAZARD AUTHORIZED PERSONNEL ONLY

2.             If respirators and protective clothing are required in a regulated area, the warning signs must also include the following:

RESPIRATORS AND PROTECTIVE CLOTHING ARE REQUIRED IN TIDS AREA

3.             Warning labels must be affixed, if feasible, to known ACM or PACM and to all known or presumed asbestos containing scrap, waste, debris, raw materials, or their containers.

The warning labels must read:

DANGER CONTAINS ASBESTOS FIBERS AVOID CREATING DUST CANCER AND LUNG DISEASE HAZARD

APPINDIX J

Exposure Assessment

An exposure assessment shall be conducted immediately before or at the initiation of the operation of work directly involving or in the vicinity of ACM or PACM. The assessment must be completed in time to comply with the requirements which are triggered by exposure data or the lack of a negative exposure assessment and to provide information necessary to assure that all controls planned are appropriate for that operation and will work properly.

The exposure assessment shall be based on monitoring. The assessment shall take into consideration both monitoring results and all observations, information or calculations which indicate employee exposure to asbestos, including any previous monitoring conducted in the workplace, or of the operations of the employer which indicate the levels of airborne asbestos likely to be encountered on the job.

Negative Exposure Assessment

For anyone specific asbestos job which will be performed by employees who have been trained in compliance with the standard, the employer may demonstrate that employee exposures will be below the PEL’s by data which conform to the following criteria:

a)             Objective data demonstrating that the product or material containing asbestos minerals or the activity involving such product or material cannot release airborne fibers in concentrations exceeding the PEL’s under those work conditions having the greatest potential for releasing asbestos.

b)            Where the employer has monitored prior asbestos jobs for the PEL and the excursion limit within 12 months of current or projected job, the monitoring and analysis were performed in the compliance with the standard in effect; and the data were obtained during work operations conducted under workplace conditions closely resembling the processes, type of material control methods, work practices, and environmental conditions used and prevailing in the employer’s current operations, the operations were conducted by employees whose training and experience are no more extensive than that of employees performing the current job, and these data show that under the conditions prevailing and which will prevail in that current workplace there is a high degree of certainty that employee exposures will not exceed the PEL’s.

c)             The results of initial exposure monitoring of the current job made from breathing zone air samples that are representative of the PEL’s of each employee covering operations which are most likely during the performance of the entire asbestos job to result in exposures over the PEL’s.

APPENDIX K

Training Providers

1. Medical College of Virginia Dept. of Preventative Medicine Richmond, VA 804-786-9785

2. Industrial Training Company Richmond, VA 804-648-7836

3. National Asbestos Training Center University of Kansas Overland Park, KS 913-491-0181

4. White Lung Association 410-243-5864

5. Mantech Environmental Corp. Rockville, MD 301-315-0080

Training Videos

1. NUS Training Corp. Gaithersburg, MD 800-338-1505

2. Summit Training Source Inc. Grand Rapids, MI 800-842-0466

3. Asbestos Control Technology Inc. Pennsauken, NJ 800-228-3282

Safety Equipment

1. H.B. Fuller Co. (encapsulants) Houston, TX 713-926-3125

2. Asbestos Control Technology Inc. Pennsauken, NJ 800-228-3282

3. Abatement Technologies Inc. Duluth, GA 800-634-9091

Schedule 5.10

[FORM OF}

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”),  dated as of                   ,             , is by and among                                   , a                                              (the “Subsidiary Guarantor”), The Pep Boys - Manny, Moe & Jack, a Pennsylvania corporation (the “Borrower”), and  Wacho\<ia Bank, National  Association,  in its capacity  as administrative  agent  under  that (certain  Credit  Agreement  (the “Administrative  Agent”),  dated  as  of  October  U, 2006  (as amended,  restated, amended  and restated, or otherwise  modified, the ‘‘Credit  Agreement”),  by and  among  the Borrower,  the Domestic Subsidiaries of the Borrower from time to time party thereto (the “Guarantors”), the Lenders from time to time party thereto, and the Administrative Agent.     Capitalized  terms  used  herein  but  not  otherwise  defined  shall  have  the  meanings provided in the Credit Agreement.

The Subsidiary  Guarantor  is an Additional Credit  Party, and, consequently,  the Credit Parties are required by Section 5.10 of the Credit Agreement to cause the Subsidiary Guarantor to become a “Guarantor” thereunder.

Accordingly,  the Subsidiary  Guarantor  and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

1.             The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution  of this Agreement,  the Subsidiary  Guarantor will be deemed  to be a party to and a “Guarantor” under the Credit Agreement and shall  have all of the obligations  of a Guarantor thereunder as if it had executed the Credit Agreement.  The Subsidiary Guarantor hereby agrees to be bound by all of the terms, provisions and conditions contained in the applicable Credit Documents, including without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) aU of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement.   Without limiting the generality of the foregoing terms  of this  Paragraph  1, the  Subsidiary  Guarantor  hereby  guarantees,  jointly  and severally together  with  the  other  Guarantors,  the  prompt  payment  of  the  Credit  Party  Obligations  m accordance with Article X of the Credit Agreement.

2.             The Subsidiary Guarantor acknowledges and confirms that it has received a copy of  the  Credit  Agreement  and  the  schedules  and  exhibits  thereto.    The  information  on  the schedules  to the Credit Agreement are hereby supplemented  (to the extent permitted under the Credit Agreement) to reflect the infom1ation shown on the attached Schedule A.

3.             The Borrower confirms  that the Credit  Agreement  is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect.  The parties hereto confirm  and agree that immediately  upon the Subsidial}’ Guarantor  becoming a Guarantor the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Credit Document.

4.             Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement in order to effect the purposes of this Agreement.

5.             This Agreement may be executed in two or more counterparts, each of  which shall constitute an original but all of which when taken together shall constitute one contract.

6.             This Agreement shall be governed by and construed and enforced in accordance with the laws ofthe State of New York (including Sections 5 1401 and 5-1402 of The New York General Obligations Law).  The terms of Sections 9.14 and 9.17 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

IN WITNESS WHEREOF, each of the Borrower and the Subsidiary Guarantor has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

SUBSIDIARY GUARANTOR:	[SUBSIDIARY GUARANTOR]
	By:
	Name=
	Titlc:
BORROWER:	THE PEP BOYS MANNY, MOE & JACK, a Pennsylvania corporation
	By:
	Nan1e:
	Title:
Acknowledged, accepted and agreed:
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
I3y:
Name:
Title:

SCHEDULE A

to

Joinder Agreement

Schedules to Credit Agreement

Schedule 5.15 -Post-Closing Surveys

10

54

74

79

90

103

108

l16

141

146

147

151

152

164

184

185

214

236

259

269

277

337

375

383

426

504

551

645

661

674

698

713

716

717

721

726

737

743

754

756

758

764

769

779

788

791

818

824

856

924

Schedule 6.1(b) - Indebtedness

Description	Balance($)
Miscellaneous Mortgages
Gale/Ida Cook (Store #65)	272,760
Capital Leases
Miscellaneous	763,739
Congress Revolver	Up to 400,000,000
7.5% Senior Subordinated Notes	200,000,000
Colchester Note	80,000,000
PNC VISA Purchasing Card Agreement	Up to 7,500,000
GMAC Trade Payables Agreement	Up to 50,000,000
Synthetic Leases
Lombard Equipment Lease	Up to 35,000,000
WDC Synthetic Lease Facilit	132,000,000

Schedule 6.5 - Existing Loans, Advances and Guarantees

None

Schedule 6.9- Existing Encumbrances and Restrictions

None

Schedule 9.6(c)

[FORM OF]

ASSIGNMENT AGREEMENT

This  Assignment  Agreement  (the  “Assignment  and  Assumption”)  is  dated  as  of  the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item I   below ([theJLeach, an] ‘‘Assignor”)  and [the][each] Assignee identitled in item 2 below ([the][each, an] “Assignee”).   [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.f    Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement idcntitled below (as amended,  the “Credit  Agreement”),  receipt  of  a  copy  of  which  is  hereby  acknowledged  by [the][each) Assignee. The Standard Terms and Conditions set forth in Aru1ex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each) Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees), and [the][eachJ Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the  respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the  respective Assignors] under the respective  facilities identified below (including  without  limitation  any guarantees included in such facilities)  and (ii)  to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other  right of  [the  Assignor  (in  its  capacity  as  a  Lender)][the  respective  Assignors (in  their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in  connection  with  the  Credit  Agreement,  any  other  documents  or  instruments  delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims,  malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and  assigned  pursuant  to  clause  (i)  above  (the  rights  and  obligations  sold  and  assigned  by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned  Interest”).   Each such sale and assignment is without recourse  to  [the][any]  Assignor  and,  except  as  expressly  provided  in  this  Assigrunent  and Assumption, without representation or warranty by [theJ[any] Assignor.

1.             Assignor[s]:

2.             Assignee[s]:

[for each Assignee, indicate [Affiliate][Approvcd Fund] of [identify Lender]

‘Include bracketed language if there are either multiple Assignors or multiple Assignees.

3.	Borrower:	The Pep Boys- Manny, Moe & Jack, a Pennsylvania corporation
4.	Administrative Agent:	Wachovia Bank, National Association, as the administrative agent under the Credit Agreement.
5.	Credit Agreement:	The Amended and Restated Credit Agreement dated as of October (U. 2006), (among The Pep Boys — Manny), (Moe & Jack), (a) Pennsylvania corporation, the Domestic Subsidiaries of the Borrower from time to time party thereto, the lenders and other financial institutions from time to time party thereto, and Wachovia Bank, National Association, as Administrative Agent.
6.	Assigned lnterest[s]:
[7.	Trade Date:	js

Effective Date:                          , 20  .

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

‘To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[Sl

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE[SJ

[NAME OF ASSIGNEE]

By:

Title:

[Consented to and) Accepted:

WACHOVJA BANK, NATIONAL ASSOCIATION,. as

Administrative Agent

By

Title:

[Consented to:]

[NAME OF RELEVANT PARTY]

By

Title:

Al-..TNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties.

1.1Assignor[s].  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such) Assigned Interest is fre.e and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the. Credit Agreement or any other Credit Document, (ii) the execution, legality, validity,  enforceability,  genuineness,  sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2.Assignee[s].  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assigmnent and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.6 of the Credit Agreement (subject to such consents, if any, as may be required under Section 9.6(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [theJfsuchJ Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assigm:e; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perfom1 in accordance with their tenus all of the

obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the}[the relevant} Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant} Assignee for amounts which have accrued from and after the Effective Date.

3.General Provisions.  This Assigrunent and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts,  which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State ofNew York.

EX-10.17

Exhibit 10.17

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 15, 2007, is by and among THE PEP BOYS - MANNY, MOE & JACK, a Pennsylvania corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders (defined below) under the Credit Agreement (defined below) (in such capacity, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of October 27, 2006 (as previously amended or modified and as further amended, modified, supplemented, or restated from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby);

WHEREAS, the Credit Parties have requested the written consent of all Lenders to amend certain provisions of the Credit Agreement; and

WHEREAS, the Lenders are willing to make such amendments to the Credit Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT

1.1          New Definition.  The following definition is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“First Amendment Effective Date” shall mean February 15 , 2007.

1.2          Replacement Definition.  The following definition set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Percentage” shall mean (a) for Term Loans that are Alternate Base Rate Loans, 1.00% and (b) for Term Loans that are LIBOR Rate Loans, 2.00%.

1.3          Amendment to Section 2.4(c).  Section 2.4(c) of the Credit Agreement is hereby amended to be Section 2.4(d) and the following new Section 2.4 (c) shall be inserted in its place:

(c)           Call Protection.    Notwithstanding the foregoing, for any voluntary or mandatory prepayment of all, but not less than all, of the outstanding Term Loans made prior to the one year anniversary

of the First Amendment Effective Date with the proceeds of a new institutional term loan (including a new term loan under this Credit Agreement) entered into for the primary purpose of benefiting from an applicable percentage that is less than the Applicable Percentage for the Term Loan as of the First Amendment Effective Date may only be made if each Lender is paid a prepayment premium of 1.0% of the principal amount of such Lender’s portion of the Term Loan.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1          Closing Conditions.

This Amendment shall become effective as of the date hereof upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent):

(a)           Executed Amendment.  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent.

(b)           Executed Consents.  The Administrative Agent shall have received executed consents, in the form of Exhibit A attached hereto, from all of the Lenders, in each case authorizing the Administrative Agent to enter into this Amendment on their behalf.

(c)           No Default.  No Default or Event of Default shall have occurred and be continuing under the Credit Agreement.

(d)           Fees.  The Borrower agrees to pay all fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC

ARTICLE III

MISCELLANEOUS

3.1          Amended Terms.  All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2          Representations and Warranties of Credit Parties.  Each of the Credit Parties represents and warrants as follows as of the date hereof, after giving effect to this Amendment:

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)           This Amendment has been duly executed and delivered by such Person and constitutes such Person’s valid and legally binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)           The representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

3.3          Acknowledgment of Guarantors.  The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

3.4          Credit Document.  This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5          Entirety.  This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.6          Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

3.7          General Release.  In consideration of the Lenders entering into this Amendment, the Credit Parties hereby release each of the Administrative Agent, the Lenders, and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Documents on or prior to the date hereof, except, with respect to any such Person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such Person’s gross negligence or willful misconduct.

3.8          GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3.9          Consent to Jurisdiction and Service of Process; Waivers of Jury Trial and Consequential Damages.  The jurisdiction, service of process and waivers of jury trial and consequential damages provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have caused this Amendment to be duly executed on the date first above written.

BORROWER:	/s/THE PEP BOYS - MANNY, MOE & JACK
GUARANTORS:	/s/ THE PEP BOYS - MANNY, MOE & JACK OF CALIFORNIA
	/s/ PEP BOYS - MANNY, MOE & JACK OF DELAWARE, INC.
	/s/ PEP BOYS - MANNY, MOE & JACK OF PUERTO RICO, INC.
	/s/ CARRUS SUPPLY CORPORATION
	/s/ PBY CORPORATION
ADMINISTRATIVE AGENT	/s/ WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender

EXHIBIT A

CONSENT TO FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This Consent is given pursuant to the Amended and Restated Credit Agreement, dated as of October 27, 2006 (as previously amended and modified, the “Credit Agreement”; and as further amended by the Amendment (as defined below), the “Amended Credit Agreement”), by and among The Pep Boys -Manny, Moe & Jack, a Pennsylvania corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages thereto (individually a “Guarantor” and collectively the “Guarantors”), the certain banks and financial institutions from time to time party thereto (the “Lenders”) and Wachovia Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).  Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

The undersigned hereby approves the amendment of the Credit Agreement effected by the First Amendment to Amended and Restated Credit Agreement attached as Exhibit A hereto (the “Amendment”).  The undersigned hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf (and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement).

Delivery of this Consent by telecopy shall be effective as an original.

A duly authorized officer of the undersigned has executed this Consent as of the        day of             , 2007.

                                                                ,

as a Lender

By:

Name:

Title:

EX-10.18

Exhibit 10.18

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 5, 2011, is by and among THE PEP BOYS - MANNY, MOE & JACK, a Pennsylvania corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party hereto (collectively, the “Guarantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, certain banks and financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of October 27, 2006 (as previously amended and modified and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);

WHEREAS, the Credit Parties have requested that the Required Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, the Required Lenders are willing to make such amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT

1.1New Definition.  The following definition is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Acquisition” shall mean, with respect to any Person, (a) an Investment in or purchase of  the Capital Stock of any other Person that results in a controlling interest in

such other Person, (b) a purchase or other acquisition of all or a substantial portion of the assets or properties of another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or a substantial portion of all the assets, or a controlling interest in the Capital Stock, of any Person, or (d) any acquisition of any store location of any Person, in each case in any transaction or group of transactions which are part of a common plan.

1.2Amendment to Definition of Wachovia.  The definition of “Wachovia” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows and all references in the Credit Documents to Wachovia Bank, National Association shall hereafter refer to “Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association)”:

“Wells Fargo” shall mean Wells Fargo Bank, National Association (successor by merger to Wachovia Bank, National Association), a national banking association, together with its successors and/or assigns.

1.3Amendment to Section 6.4(a).  Section 6.4(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 6.4Consolidation, Merger, Sale or Purchase of Assets, etc.

The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly,

(a)merge into or with or consolidate with any other Person or permit any other Person to merge into or consolidate with it, except (1) for any merger consummated as part of an Acquisition permitted pursuant to Section 6.5(g) and (2) for any merger or consolidation of a Credit Party with or into any other Credit Party; provided, that, each of the following conditions is satisfied as determined by the Administrative Agent:  (i) the Administrative Agent shall have received not less than five (5) days’ prior written notice of the consummation of any merger or consolidation involving a Credit Party and such information with respect thereto as the Administrative Agent may reasonably request, (ii) as of the effective date of the merger or consolidation and after giving effect thereto, no Event of Default or Default shall exist or have occurred and be continuing, (iii) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents and instruments relating to such merger, including, but not limited to, the certificate or certificates of merger as filed with each appropriate Secretary of State, (iv) the surviving entity shall expressly confirm, ratify and assume the Credit Party Obligations and the Credit Documents to which it is a party in writing, in form and substance reasonably satisfactory to the Administrative Agent, and execute and deliver such other agreements, documents and instruments as the Administrative Agent may request in connection therewith, (v) the surviving entity of a merger between the Borrower and a Guarantor or any other Person shall be the Borrower and the surviving entity of a merger between a Guarantor and any other Person (other than the Borrower) shall be or become a Guarantor, and (vi) each Credit

2

Party shall ratify and confirm that its guarantee of the Credit Party Obligations shall apply to the Credit Party Obligations as assumed by such surviving entity; or

1.4Amendment to Section 6.5(g).  Section 6.5(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(g)the formation by a Credit Party after the date hereof of one or more Subsidiaries or any Acquisition by a Credit Party or any Subsidiary thereof; provided, that:  (i) any Subsidiary formed by a Credit Party or any Person acquired by a Credit Party pursuant to an Acquisition shall be incorporated or organized under the laws of any State of the United States of America, (ii) if applicable, such Credit Party shall execute and deliver, or cause any such Subsidiary or any Person acquired in an Acquisition to execute and deliver, to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, (A) a Joinder Agreement in accordance with the terms of Section 5.10, (B) a mortgage instrument granting to the Administrative Agent, for itself and the ratable benefit of Lenders, a first security interest and Lien upon the Property of any such Subsidiary or Person and the Property acquired in any such Acquisition, in each case to the extent required pursuant to Section 5.12(a) and (C) such other agreements, documents and instruments as the Administrative Agent may require, including, but not limited to, supplements and amendments hereto and to the other Credit Documents, (ii) the Subsidiary or Person formed or acquired shall be engaged in a business related, ancillary or complimentary to the businesses of the Borrower as conducted on the date hereof, (iii) the Administrative Agent shall have received (A) not less than ten (10) Business Days’ prior written notice (or such shorter prior written notice as the Administrative Agent may agree in its reasonable discretion) of the formation of any such Subsidiary or the consummation of any such Acquisition and such information with respect thereto as the Administrative Agent may request, and (B) true, correct and complete copies of all agreements, documents and instruments relating to such new Subsidiary or such Acquisition, (iv) prior to and after giving effect to any Acquisition, there shall be not less than $50,000,000 of Excess Availability under the Revolving Credit Agreement or cash on the balance sheet and (v) as of the date of any such formation or Acquisition, no Default or Event of Default shall exist or have occurred and be continuing;

ARTICLE II
CONDITIONS TO EFFECTIVENESS

2.1Closing Conditions.  This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)Executed Amendment.  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Credit Parties and the Administrative Agent, on behalf of the Required Lenders.

3

(b)Executed Lender Authorizations.  The Administrative Agent shall have received executed consents, in substantially the form of Exhibit A attached hereto (each a “Lender Authorization”), from the Required Lenders authorizing the Administrative Agent to enter into this Amendment on their behalf.  The delivery by the Administrative Agent of its signature page to this Amendment shall constitute conclusive evidence that the consents from the Required Lenders have been obtained.

(c)Default.  After giving effect to this Amendment, no Default or Event of Default shall exist.

(d)Fees and Expenses.

(i)The Administrative Agent shall have received from the Borrower, for the account of each Lender that executes and delivers a Lender Authorization to the Administrative Agent by 12 p.m. (EDT) on or before April 5, 2011 (each such Lender, a “Consenting Lender”, and collectively, the “Consenting Lenders”), a consent fee in an amount equal to 10 basis points on the outstanding principal amount of the Term Loan held by such Consenting Lender.

(ii)The Administrative Agent shall have received from the Borrower such other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.

(e)Miscellaneous.  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE III
MISCELLANEOUS

3.1Amended Terms.  On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.2Representations and Warranties of Credit Parties.  Each of the Credit Parties represents and warrants as follows:

(a)It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

4

(b)This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

(e)After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f)The Security Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Security Documents and prior to all Liens other than Permitted Liens.

(g)The Credit Party Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

3.3Reaffirmation of Credit Party Obligations.  Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

3.4Credit Document.  This Amendment shall constitute a Credit Document under the terms of the Credit Agreement.

3.5Expenses.  The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s legal counsel.

3.6Further Assurances.  The Credit Parties agree to promptly take such action, upon the request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.

5

3.7Entirety.  This Amendment and the other Credit Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

3.8Counterparts; Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

3.9No Actions, Claims, Etc.  As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.10GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)] [NORTH CAROLINA].

3.11Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.12General Release.  In consideration of the Administrative Agent’s willingness to enter into this Amendment, on behalf of the Lenders, each Credit Party hereby releases and forever discharges the Administrative Agent, the Lenders and the Administrative Agent’s and the Lender’s respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Bank Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Credit Party may have or claim to have against any of the Bank Group in any way related to or connected with the Credit Documents and the transactions contemplated thereby.

3.13Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

BORROWER:	/s/ THE PEP BOYS - MANNY, MOE & JACK,
GUARANTORS:	/s/ THE PEP BOYS MANNY MOE & JACK OF CALIFORNIA
	/s/ PEP BOYS - MANNY, MOE & JACK OF DELAWARE, INC.
	/s/ PEP BOYS - MANNY MOE & JACK OF PUERTO RICO, INC.
	/s/ CARRUS SUPPLY CORPORATION
ADMINISTRATIVE AGENT:		/s/ WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as a Lender and as Administrative Agent on behalf of the Required Lenders

EXHIBIT A

LENDER AUTHORIZATION

This Lender Authorization is given pursuant to the Amended and Restated Credit Agreement, dated as of October 27, 2006 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among THE PEP BOYS - MANNY, MOE & JACK, a Pennsylvania corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower party thereto (collectively, the “Guarantors”), the lenders and other financial institutions from time to time party thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as administrative agent on behalf of the Lenders under the Credit Agreement (in such capacity, the “Administrative Agent”).  Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein.

The undersigned hereby approves the Second Amendment to Amended and Restated Credit Agreement, to be dated on or about April 5, 2011, by and among the Borrower, the Guarantors party thereto, and the Administrative Agent, on behalf of the Lenders (the “Amendment”) and hereby authorizes the Administrative Agent to execute and deliver the Amendment on its behalf and, by its execution below, the undersigned agrees to be bound by the terms and conditions of the Amendment and the Credit Agreement.

Delivery of this Lender Authorization by telecopy or other electronic means shall be effective as an original.

A duly authorized officer of the undersigned has executed this Lender Authorization as of the        day of April, 2011

                                                                          ,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

EX-12

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Exhibit 12

		Fiscal Year Ended
		January 29, 2011		January 30, 2010		January 31, 2009			February 2, 2008			February 3, 2007
		(dollar amounts in thousands, except ratios)
	Interest	$	26,745	$	21,704	$	27,048		$	51,293		$	49,342
	Interest factor in rental expense		26,579		25,088		25,717			23,085			19,984
	Capitalized interest		—		—		—			—			799
(a) Fixed charges, as defined		$	53,324	$	46,792	$	52,765		$	74,378		$	70,125
	Earnings (loss) from continuing operations before income taxes and cumulative effect of change in accounting principle	$	58,444	$	37,616	$	(34,977	)	$	(63,032	)	$	(13,470	)
	Fixed charges		53,324		46,792		52,765			74,378			70,125
	Capitalized interest		—		—		—			—			(799	)
(b) Earnings, as defined		$	111,768	$	84,408	$	17,788		$	11,346		$	55,856
(c) Ratio of earnings to fixed charges (b÷a)			2.1		1.8		—			—			—

        The ratio of earnings to fixed charges is completed by dividing earnings by fixed charges. "Earnings" consist of earnings before income taxes plus fixed charges (exclusive of capitalized interest costs) plus one-third of rental expense (which amount is considered representative of the interest factor in rental expense). Earnings, as defined, were not sufficient to cover fixed charges by approximately $35.0 million, $63.0 million, and $14.3 million for fiscal 2008, 2007, and 2006, respectively.

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Exhibit 12

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY

	WHERE	% OF SHARES
NAME	INCORPORATED	OWNED
The Pep Boys Manny Moe & Jack of California
3111 W. Allegheny Avenue
Philadelphia, PA 19132	California	100	%
Pep Boys - Manny, Moe & Jack of Delaware, Inc.
3111 W. Allegheny Avenue
Philadelphia, PA 19132	Delaware	100	%
Pep Boys - Manny, Moe & Jack of Puerto Rico, Inc.
3111 W. Allegheny Avenue
Philadelphia, PA 19132	Delaware	100	%
Colchester Insurance Company
7 Burlington Square
Burlington, VT 05401	Vermont	100	%
Carrus Supply Corporation
1013 Centre Road
Wilmington, DE 19805	Delaware	100	%

EX-23

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Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in Registration Statement Nos. 333-113723, 333-160183 and 333-165013 on Form S-8 of our reports dated April 11, 2011, relating to the consolidated financial statements and financial statement schedule of The Pep Boys—Manny, Moe & Jack and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting appearing in this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack for the fiscal year ended January 29, 2011.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
April 11, 2011

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Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-31.1

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Exhibit 31.1

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael R. Odell, certify that:

1.

I have reviewed this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2011

By:
/s/ MICHAEL R. ODELL
Michael R. Odell
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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Exhibit 31.2

CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Raymond L. Arthur, certify that:

1.

I have reviewed this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2011

By: /s/ RAYMOND L. ARTHUR
Raymond L. Arthur
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        In connection with this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack (the "Company") for the year ended January 29, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

        I, Michael R. Odell, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: April 11, 2011
By:
/s/ MICHAEL R. ODELL
Michael R. Odell
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        In connection with this Annual Report on Form 10-K of The Pep Boys—Manny, Moe & Jack (the "Company") for the year ended January 29, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),

        I, Raymond L. Arthur, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: April 11, 2011
By:
/s/ RAYMOND L. ARTHUR Raymond L. Arthur
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002