FOURTH AMENDMENT TO TRANSACTION AGREEMENT

 Exhibit 10.45

           FOURTH AMENDMENT TO TRANSACTION AGREEMENT
           (1997 Pep Boys II Leased Property Facility)

     This  FOURTH AMENDMENT TO TRANSACTION AGREEMENT dated as  of
the   21st  day of January, 1999 (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  respective capacities 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 a Purchaser
and  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; BANK OF
MONTREAL  ("Bank  of  Montreal"), as a Purchaser  and  Instrument
Holder  under  the Transaction Agreement;  and CITICORP  LEASING,
INC.,  a Delaware corporation ("Agent"), in its capacity  as  the
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 February 28, 1997, Lessee,  Trustee,
CLI,  Bank  of  Montreal, and  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.    In  the event that the modifications to the  terms  of
Section 8(e) of the Lease Guarantee that are provided for in  the
amendment  to  the  Lease  Guarantee  executed  contemporaneously
herewith  become  effective  (i.e.,  if  the  conditions  to  the
effectiveness of all or any of such modifications  to  the  Lease
Guarantee  are satisfied) then (and only then) 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 first day of  the  Interest
Period during which such modifications become effective:

          "'Spread'  shall  be  either (A) in  the  case  of  the
     Certificates, 275 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)            75 basis points  (0.75%)
            BBB                         100 basis points (1.00%)
            BBB-                        150 basis points (1.50%)
            less than BBB-              225 basis points (2.25%)"

     2.    Until  such time as the modifications to the terms  of
Section 8(c) of the Lease Guarantee that are provided for in  the
contemporaneous  amendment  to the Lease  Guarantee  referred  to
hereinabove  become effective, the modifications  to  the  Spread
provided  for  in  paragraph 1 of this  Amendment  shall  not  be
effective and the Spread (as previously amended) shall remain  in
effect.

     3.    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.

     4.     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.

     5.    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.

     6.    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:
                              Name:
                              Title:

          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:
                                   Edward S. Mundy, Vice President

                SIGNATURE PAGE OF BANK OF MONTREAL
                           ATTACHED TO
            FOURTH AMENDMENT TO TRANSACTION AGREEMENT

                              Bank of Montreal:

                              BANK OF MONTREAL

                              By:
                              Name:
                              Title:

               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:
                              Name:
                              Title:

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

                              By:
                              Name:
                              Title:

 

Basic Info X:

Name: FOURTH AMENDMENT TO TRANSACTION AGREEMENT
Type: Fourth Amendment to Transaction Agreement
Date: April 30, 1999
Company: PEP BOYS MANNY MOE & JACK
State: Pennsylvania

Other info:

Date:

  • January , 1999
  • February 28 , 1997

Organization:

  • Declaration of Trust State Street Bank
  • Bank of Montreal
  • Moe & Jack of Delaware , Inc.
  • Pep Boys Manny Moe & Jack of California
  • Environmental Indemnity Agreement

Location:

  • Lessee
  • Pennsylvania
  • Massachusetts
  • MONTREAL
  • Delaware
  • California

Person:

  • Donald E. Smith
  • Edward S. Mundy
  • MANNY

Percent:

  • 0.75 %
  • 1.00 %
  • 1.50 %
  • 2.25 %