**Exhibit 10.25**

**EXECUTION**

AMENDMENT NO. 4 TOAMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT

November 16,2005

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent1133 Avenue of the AmericasNew York, New York 10036

Ladies and Gentlemen:

Wachovia Bank, National Association, successor bymerger to Congress Financial Corporation a Delaware corporation, in itscapacity as agent pursuant to the Loan Agreement (as hereinafter defined)acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”)and the parties to the Loan Agreement as lenders (individually, each a “Lender”and, collectively, “Lenders”) and The Pep Boys—Manny, Moe & Jack, aPennsylvania corporation (“Pep Boys”), The Pep Boys Manny Moe & Jackof California, a California corporation (“PBY-California”), Pep Boys—Manny, Moe &Jack of Delaware, Inc., a Delaware corporation (“PBY-Delaware”), and PepBoys—Manny, Moe & Jack of Puerto Rico, Inc., a Delawarecorporation (“PBY-Puerto Rico”; and together with Pep Boys, PBY-California  and PBY-Delaware, each individually, a “Borrower”and collectively, “Borrowers” as hereinafter further defined), PBY Corporation,a Delaware corporation (“PBY”) and Carrus Supply Corporation, a Delawarecorporation (“Carrus” and, together with PBY, each individually, a “Guarantor”and collectively, “Guarantors” as hereinafter further defined) have enteredinto certain financing arrangements pursuant to which Agent and Lenders maymake loans and advances and provide other financial accommodations to Borrowersas set forth in the Amended and Restated Loan and Security Agreement, dated August 1,2003 by and among Agent, The CIT Group/Business Credit, Inc. and GeneralElectric Capital Corporation as Co-Documentation Agents, Lenders, Borrowers andGuarantors, as amended by Amendment No. 1 to Amended and Restated Loan andSecurity Agreement dated as of October 24, 2003, Amendment No. 2 toAmended and Restated Loan and Security Agreement dated as of October 15,2004, and Amendment No. 3 to Amended and Restated Loan and SecurityAgreement dated as of December 2, 2004 (as the same now exists or mayhereafter be amended, modified, supplemented, extended, renewed, restated orreplaced, the “Loan Agreement”) and the agreements, documents and instrumentsat any time executed and/or delivered in connection therewith or relatedthereto, including, but not limited to, this Amendment No. 4 to Amendedand Restated Loan and Security Agreement (“Amendment No. 4”), butexcluding the Synthetic Lease Facility Agreements and Hedge Agreements (all ofthe foregoing together with the Loan Agreement, as the same now exist or mayhereafter be amended, modified, supplemented, extended, renewed, restated orreplaced, being collectively referred to herein as the “Financing Agreements”).

Borrowers and Guarantors have requested that Agent andLenders consent to certain transactions and enter into certain amendments tothe Financing Agreements in connection therewith. Agent and Lenders are willingto agree to the foregoing, subject to the terms and conditions containedherein.

In consideration ofthe foregoing, the mutual agreements and covenants contained herein, and othergood and valuable consideration, the adequacy and sufficiency of which arehereby acknowledged, Agent, each Lender, each Borrower and each Guarantor agreeas follows:

1.     *Definitions*.

(a)    *Additional Definitions*.   As used herein, the followingterms shall have the respective meanings given to them below, and the LoanAgreement and the other Financing Agreements are hereby amended to include, inaddition and not in limitation, the following definitions:

(i)    “AmendmentNo. 4” shall mean Amendment No. 4 to Amended and Restated Loan andSecurity Agreement by and among Borrowers, Guarantors, Agent and Lenders, asthe same 

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now exists or mayhereafter be amended, modified, supplemented, extended, renewed, restated orreplaced.

(b)   *Interpretation*.   All capitalized terms used hereinshall have the meanings assigned thereto in the Loan Agreement and the otherFinancing Agreements, unless otherwise defined herein.

2.     *Amendments to Loan Agreement*.

(a)    Section 9.9(s) ofthe Loan Agreement is hereby deleted in its entirety and the followingsubstituted therefor:

“(s)  Indebtednessof Pep Boys evidenced by or arising under the PNC Credit Card Documents (as ineffect on December 13, 2001, except as modified by the Amendment to VISAPurchasing Card Agreement dated November 16, 2005 by and among Borrowers,Guarantors and PNC Bank, National Association), provided, that:

(i)    theprincipal amount of such Indebtedness shall not exceed $7,500,000 at any time,plus interest thereon and fees with respect thereto at the rates provided inPNC Credit Card Documents (as in effect on December 13, 2001, except asmodified by the Amendment to VISA Purchasing Card Agreement dated November 16,2005 by and among Borrowers, Guarantors and PNC Bank, National Association),

(ii)   Pep Boysshall not, directly or indirectly, make, or be required to make, any paymentsin respect of such Indebtedness, except, that, Pep Boys may make regularlyscheduled payments of principal and interest, in respect of such Indebtednessin accordance with the terms of the PNC Credit Card Documents (as in effect on December 13,2001, except as modified by the Amendment to VISA Purchasing Card Agreementdated November 16, 2005 by and among Borrowers, Guarantors and PNC Bank,National Association) and payments otherwise permitted pursuant to Section 9.9(s)(iii)(B) hereof;

(iii)  Borrowersshall not, directly or indirectly, (A) amend, modify, alter or change anyof the material terms of such Indebtedness or any of the PNC Credit CardDocuments (as in effect on December 13, 2001, except as modified by theAmendment to VISA Purchasing Card Agreement dated November 16, 2005 by andamong Borrowers, Guarantors and PNC Bank, National Association), except, that,Borrowers may, after prior written notice to Agent, amend, modify, alter orchange the terms thereof as permitted in accordance with Section 3.1(b) ofthe Intercreditor Agreement, dated December 31, 2001, by and between Agentand PNC Bank, National Association, as such agreement is in effect on August 1,2003, as amended by Amendment No. 1 to Intercreditor Agreement dated November 16,2005, or defer the timing of any payments in respect thereof, or to forgive orcancel any portion of such Indebtedness other than pursuant to paymentsthereof, or to reduce the interest rate or any fees in connection therewith, orto make the provisions thereof less restrictive or burdensome than the terms orconditions of the PNC Credit Card Documents (as in effect on December 13,2001, except as modified by the Amendment to VISA Purchasing Card Agreementdated November 16, 2005 by and among Borrowers, Guarantors and PNC Bank,National Association), or (B) make optional prepayments of principal orredeem, retire, defease, purchase or otherwise acquire such Indebtedness, orset aside or otherwise deposit or invest any sums for such purpose, except,that, Borrowers may make optional prepayments of principal or redeem, retire,defease, purchase or otherwise acquire such Indebtedness, provided, that, as toany such payment each of the following conditions is satisfied as determined byAgent: (1) as of the date of such payment and after giving 

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effect thereto, ExcessAvailability for each of the immediately preceding thirty (30) consecutive daysshall have been not less than $25,000,000, and (2) as of the date of suchpayment and after giving effect thereto, the Excess Availability shall be notless than $25,000,000 and as of the date of such payment and after givingeffect thereto, no Default or Event of Default shall exist or be continuing, and,except that Pep Boys may redeem or retire such Indebtedness with proceeds ofRefinancing Indebtedness with respect thereto as permitted in Section 9.9(l) hereof.”

3.     *Additional Representations, Warranties and Covenants*.   Inaddition to the continuing representations, warranties and covenants heretoforeor hereafter made by each Borrower and Guarantor to Agent and Lenders pursuantto the other Financing Agreements, each Borrower and Guarantor hereby jointlyand severally represents, warrants and covenants with and to Agent and Lendersas follows, which representations, warranties and covenants are continuing andshall survive the execution and delivery hereof and shall be incorporated intoand made a part of the Financing Agreements:

(a)    No Eventof Default or condition or event which with notice or passage of time or bothwould constitute an Event of Default exists or has occurred as of the date ofthis Amendment No. 4 (after giving effect to the amendments made andconsents granted by Agent and Lenders pursuant to this Amendment No. 4). Asof the date of any Borrower or Guarantor entering into this Amendment No. 4and after giving effect to each such transaction hereunder, the aggregateamount of outstanding Exempted Debt represented by such transaction, whenaggregated with all other outstanding Exempted Debt, shall not exceed theExempted Debt Limit, and such transaction is and shall be in compliance withthe terms and conditions set forth in the Pep Boys Indentures.

(b)   ThisAmendment No. 4 and each other agreement or instrument to be executed anddelivered by Borrowers and Guarantors hereunder has been duly executed anddelivered by each Borrower and Guarantor and is in full force and effect as ofthe date hereof, and the agreements and obligations of each Borrower containedherein and therein constitute legal, valid and binding obligations of eachBorrower and Guarantor enforceable against each Borrower and Guarantor inaccordance with their terms.

(c)    Neitherthe execution and delivery of this Amendment No. 4, nor the consummationof the transactions contemplated by this Amendment No. 4, nor compliancewith the provisions of this Amendment No. 4 or instruments thereundershall result in (i) the creation or imposition of any lien, claim, chargeor encumbrance upon any of the Collateral, except in favor of Agent and Lendersor (ii) the incurrence, creation, assumption of any Indebtedness of anyBorrower or Guarantor, except as expressly permitted under Section 9.9 ofthe Loan Agreement (after giving effect to this Amendment No. 4) and bythe other Financing Agreements.

(d)   No court ofcompetent jurisdiction has issued any injunction, restraining order or otherorder which prohibits consummation of the transactions contemplated in respectof this Amendment No. 4, and no governmental or other action or proceedinghas been threatened or commenced in the United States of America, seeking anyinjunction, restraining order or other order which seeks to void or otherwisemodify the transactions described in this Amendment No. 4. Neither theexecution and delivery of this Amendment No. 4, nor the consummation ofthe transactions contemplated by this Amendment No. 4, nor compliance withthe provisions thereof, shall violate any Federal or state securities laws orany other law or regulation or any order or decree of any court or governmentalinstrumentality in respect or shall conflict with or result in the breach of,or constitute a default in any respect under, any indenture, or other materialmortgage, agreement, instrument or undertaking to which any Borrower orGuarantor is a party or may be bound, or violate any provision of theorganizational documents of any Borrower or Guarantor.

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(e)    EachBorrower and Guarantor shall take such steps and execute and deliver, and causeto be executed and delivered, to Agent, such additional UCC financingstatements and termination statements, and other and further agreements,documents and instruments as Agent may require in order to more fully evidence,perfect and protect Agent and Lenders’ security interest in Collateral.

4.     *Conditions to Effectiveness of Amendment No. 4*.   Theeffectiveness of the amendments in this Amendment No. 4 shall be subjectto the satisfaction of each of the following conditions precedent:

(a)    Agentshall have received an executed original or executed original counterparts ofthis Amendment No. 4 (as the case may be), duly authorized, executed anddelivered by the required parties hereto;

(b)   Agent shallhave received a copy of the Amendment to VISA Purchasing Card Agreement dated November 16,2005 by and among Borrowers, Guarantors and PNC Bank, National Association,duly authorized, executed and delivered by the parties thereto;

(c)    Agentshall have received a fully executed original or executed original counterpartsof the consent required under the Synthetic Lease Facility Agreements to theamendments set forth herein; and

(d)   no Event ofDefault shall exist or have occurred and no event or condition shall haveoccurred or exist which notice or passage of time or both would constitute anEvent of Default (after giving effect to the amendments made and consentsgranted by Agent and Lenders pursuant to this Amendment No. 4).

5.     *Additional Events of Default*.   The parties heretoacknowledge, confirm and agree that the failure of any Borrower or Guarantor tocomply with the covenants and agreements contained herein shall constitute anEvent of Default under the Financing Agreements (subject to the applicable cureperiod, if any, with respect thereto provided for in the Loan Agreement).

6.     *Effect of this Amendment No. 4*.   Except asmodified pursuant hereto, no other waivers, changes or modifications to theFinancing Agreements are intended or implied, and in all other respects, theFinancing Agreements are hereby specifically ratified, restated and confirmedby all parties hereto as of the effective date hereof. To the extent ofconflict between the terms of this Amendment No. 4 and the other FinancingAgreements, the terms of this Amendment No. 4 shall control.

7.     *Further Assurances*.   The parties hereto shall executeand deliver such additional documents and take such additional actions as maybe necessary to effectuate the provisions and purposes of this Amendment No. 4.

8.     *Governing Law*.   The rights and obligations hereunder ofeach of the parties hereto shall be governed by and interpreted and determinedin accordance with the laws of the State of New York (without giving effect toprinciples of conflicts of laws).

9.     *Binding Effect*.   This Amendment No. 4 shall bebinding upon and inure to the benefit of each of the parties hereto and theirrespective successors and assigns. Any acknowledgment or consent containedherein shall not be construed to constitute a consent to any other or furtheraction by any Borrower or Guarantor or to entitle any Borrower or Guarantor toany other consent. The Loan Agreement and this Amendment No. 4 shall beread and construed as one agreement.

10.   *Counterparts*.   This Amendment No. 4 may beexecuted in any number of counterparts, but all of such counterparts shalltogether constitute but one and the same agreement. In making proof of thisAmendment No. 4, it shall not be necessary to produce or account for morethan one counterpart thereof signed by each of the parties thereto.

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| *AGENT*                                            |   | *BORROWERS*                                                        |
|----------------------------------------------------|--------|--------------------------------------------------------------------|
| /s/ WACHOVIA BANK, NATIONAL ASSOCIATION,  as Agent |   | /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                                      |
| *LENDERS*                                          |   |                                                               |
| /s/ WACHOVIA BANK, NATIONAL ASSOCIATION            |   |                                                               |
| /s/ WELLS FARGO FOOTHILL, LLC                      |   |                                                               |
| /s/ WHITEHALL BUSINESS CREDIT CORP.                |   |                                                               |
| /s/ THE CIT GROUP/BUSINESS CREDIT, INC.            |   |                                                               |
| /s/ GENERAL ELECTRIC CAPITAL CORPORATION           |   |                                                               |
| /s/ RZB FINANCE, LLC                               |   |                                                               |
| /s/ SIEMENS FINANCIAL SERVICES, INC.               |   |                                                               |
| /s/ LASALLE BUSINESS CREDIT LLC                    |   |                                                               |
| /s/ PNC BANK, NATIONAL ASSOCIATION                 |   |                                                               |
| /s/ UPS CAPITAL CORPORATION                        |   |                                                               |

 

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