FOURTH AMENDMENT TO TRANSACTION AGREEMENT

 Exhibit 10.5

           FOURTH AMENDMENT TO TRANSACTION AGREEMENT
               (Pep Boys Leased Property Facility)

     This  FOURTH AMENDMENT TO TRANSACTION AGREEMENT dated as  of
the 31st day of October, 1998 (this "Amendment"), is entered into
by  and  among  THE PEP BOYS - MANNY, MOE & JACK, a  Pennsylvania
corporation  ("Lessee" and "Lease Guarantor"); STATE STREET  BANK
AND  TRUST  COMPANY, a Massachusetts trust company,  not  in  its
individual capacity except as expressly stated in the Transaction
Agreement, but solely as Trustee under the Declaration  of  Trust
(State Street Bank and Trust Company, when acting in its capacity
as  such  Trustee, together with any successor trustee under  the
Declaration of Trust, is herein referred to as the "Trustee", and
State  Street  Bank  and  Trust  Company,  when  acting  in   its
individual  capacity, is herein referred to as "Trust  Company");
CITICORP LEASING, INC., a Delaware corporation ("CLI"), on behalf
of  itself as the initial Purchaser and initial Instrument Holder
under  the  Transaction  Agreement and on  behalf  of  the  other
financial  institutions  that may,  from  time  to  time,  become
Purchasers   or  Instrument  Holders  thereunder;  and   CITICORP
LEASING,  INC., a Delaware corporation ("Agent"), in its capacity
as  the  initial administrative agent for the Instrument  Holders
under the Transaction Agreement.  Capitalized terms used but  not
otherwise  defined in this Amendment shall have the meanings  set
forth in the Transaction Agreement.

                            RECITALS

     A.    Effective as of November 13, 1995, Lessee, Trustee and
CLI,   for  itself  and  as  Agent,  entered  into  that  certain
Transaction  Agreement  (as heretofore amended,  supplemented  or
otherwise   modified   from  time  to  time,   the   "Transaction
Agreement")  pursuant to the terms of which Trustee has  acquired
the Property.  The Property has been leased to Lessee (and, where
applicable,  certain  Additional Lessees  that  are  wholly-owned
subsidiaries of Lessee) by Trustee (and in certain cases by a co-
trustee  appointed pursuant to the terms of Section 8.04  of  the
Declaration  of Trust) under that certain Master  Lease  of  even
date  with the Transaction Agreement between Trustee, as  lessor,
and  Lessee,  as  lessee (as heretofore amended, supplemented  or
otherwise modified from time to time, the "Lease").

     B.    Pursuant  to the terms and provisions of that  certain
Lease  Guarantee  dated  of  even date  with  the  Lease  ("Lease
Guarantee"), the Obligations (as defined in the Lease  Guarantee)
of   Lessee  under  the  Lease  have  been  guaranteed  by  Lease
Guarantor.

     C.   The parties have agreed to certain modifications to the
Transaction Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  premises   and
agreements  set  forth herein and therein, the parties  agree  as
follows:

     1.    The  definition of "Spread" contained  in  Schedule  1
attached  to the Transaction Agreement is hereby amended  in  its
entirety  as follows, with such amendment to be effective  as  of
the Interest Period commencing January 4, 1999:

          "'Spread'  shall  be  either (A) in  the  case  of  the
     Certificates, 225 basis points, or (B) in the case of the A-
     Notes and the B-Notes, the number of basis points determined
     by  reference  to  the following chart, based  on  the  Debt
     Rating  of  Lessee  as of the beginning  of  the  applicable
     Interest Period:

               Lessee's Most
            Recent Debt Rating              Applicable Spread

            BBB+ (or higher)            50 basis points (0.50%)
            BBB                         60 basis points (0.60%)
            BBB-                        70 basis points (0.70%)
            less than BBB-              85 basis points (0.85%)"

     2.    Except as amended hereby, the terms and provisions  of
the  Transaction Agreement shall be and remain in full force  and
effect  and  are hereby ratified and affirmed.  By its  execution
hereof  Lessee Parent hereby ratifies and affirms each and  every
representation,  warranty,  covenant,  obligation  and  indemnity
contained in the Transaction Agreement as of the date hereof.

     3.     By  its  execution  hereof,  Lease  Guarantor  hereby
ratifies  and  affirms  each and every representation,  warranty,
covenant,  obligation  and  indemnity  contained  in  the   Lease
Guarantee as of the date hereof  and acknowledges that the  Lease
Guarantee remains in full force and effect.

     4.    By  their execution hereof, Lessee, Pep Boys -  Manny,
Moe  & Jack of Delaware, Inc., a Delaware corporation ("Pep Boys-
Delaware"),  and The Pep Boys Manny Moe & Jack of  California,  a
California  corporation ("Pep Boys-California"), as  Indemnitors,
hereby ratify and affirm each and every representation, warranty,
covenant,  obligation  and indemnity contained  in  that  certain
Environmental  Indemnity Agreement dated of even  date  with  the
Transaction Agreement as of the date hereof and acknowledge  that
the  Environmental Indemnity Agreement remains in full force  and
effect.

     5.    By  their execution hereof, Pep Boys-Delaware and  Pep
Boys-California,  in their capacity as Additional  Lessees  under
the  Lease,  along with Lessee Parent in its capacity  as  Lessee
under  the  Lease,  hereby  ratify  and  affirm  each  and  every
representation,  warranty,  covenant,  obligation  and  indemnity
contained in the Lease as of the date hereof and acknowledge that
the Lease remains in full force and effect.

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Amendment effective as of the date first above written.

                 [SEE ATTACHED SIGNATURE PAGES]

       SIGNATURE PAGE OF THE PEP BOYS - MANNY, MOE & JACK
                          ATTACHED TO
           FOURTH AMENDMENT TO TRANSACTION AGREEMENT

                              LESSEE, LESSEE PARENT, LEASE
                              GUARANTOR AND INDEMNITOR:

                              THE PEP BOYS - MANNY, MOE & JACK,
                              a Pennsylvania corporation

                              By: /s/ Michael J. Holden
                              Name:
                              Title: Executive Vice President &
                                     Chief Financial Officer

          SIGNATURE PAGE OF TRUSTEE AND TRUST COMPANY
                          ATTACHED TO
           FOURTH AMENDMENT TO TRANSACTION AGREEMENT

                              TRUSTEE:

                              STATE STREET BANK AND TRUST COMPANY,
                              a Massachusetts trust company
                              (not in its individual capacity,  but
                              solely as Trustee)

                              By:
                                   Donald E. Smith, Vice President

                              TRUST COMPANY:

                              STATE STREET BANK AND TRUST COMPANY,
                              a Massachusetts trust company (in its
                              individual capacity, but only as expressly
                              stated herein)

                              By:
                                   Donald E. Smith, Vice President

                 SIGNATURE PAGE OF CLI AND AGENT
                           ATTACHED TO
            FOURTH AMENDMENT TO TRANSACTION AGREEMENT

                              AGENT and CLI:

                              CITICORP LEASING, INC.,
                              a Delaware corporation

                              By: /s/ Edward S. Mundy
                              Name:
                              Title: Vice President

               SIGNATURE PAGE OF ADDITIONAL LESSEES
                           ATTACHED TO
            FOURTH AMENDMENT TO TRANSACTION AGREEMENT

                              ADDITIONAL LESSEES AND INDEMNITORS:

                              PEP BOYS - MANNY, MOE & JACK OF
                              DELAWARE, INC., a Delaware corporation

                              By: /s/ Michael J. Holden
                              Name:
                              Title: Executive Vice President &
                                     Chief Financial Officer

                              THE PEP BOYS MANNY MOE & JACK OF
                              CALIFORNIA, a California corporation

                              By: /s/ Michael J. Holden
                              Name:
                              Title: Executive Vice President &
                                     Chief Financial Officer

 

Basic Info X:

Name: FOURTH AMENDMENT TO TRANSACTION AGREEMENT
Type: Fourth Amendment to Transaction Agreement
Date: Dec. 15, 1998
Company: PEP BOYS MANNY MOE & JACK
State: Pennsylvania

Other info:

Date:

  • 31st day of October , 1998
  • November 13 , 1995
  • January 4 , 1999

Organization:

  • Declaration of Trust State Street Bank
  • Moe & Jack of Delaware , Inc.
  • Pep Boys Manny Moe & Jack of California
  • Environmental Indemnity Agreement
  • Executive Vice President & Chief Financial Officer 6

Location:

  • Lessee
  • Pennsylvania
  • Massachusetts
  • Delaware
  • California

Person:

  • Donald E. Smith
  • Edward S. Mundy
  • MANNY
  • Michael J. Holden

Percent:

  • 0.50 %
  • 0.60 %
  • 0.70 %
  • 0.85 %