Exhibit 4.1


 


The Pep Boys – Manny, Moe & Jack, as Issuer


 


and


 


Wachovia Bank, National Association, Trustee


 


 


SUPPLEMENTAL INDENTURE


 


Dated as of December 10, 2004


 


 


Supplementing the Indenture Dated
as of June 12, 1995


 


 


$100,000,000


7% Notes due 2005


 





















 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of December 10, 2004,
between The Pep Boys – Manny, Moe & Jack, a Pennsylvania corporation (the “Company”),
and Wachovia Bank, National Association (as successor to First Fidelity Bank,
National Association), as trustee (the “Trustee”).


 


WHEREAS,
the Company and the Trustee executed and delivered an Indenture dated as of June 12,
1995 (the “Indenture”) regarding the Company’s 7% Notes due 2005 (the “Notes”);


 


WHEREAS,
in connection with a public offering of up to $150 million aggregate principal
amount of new notes (the “New Notes Offering”), the Company has commenced a
tender offer (the “Tender Offer”) for the Notes and, in connection therewith, a
solicitation of consents (the “Solicitation”) from the holders of the Notes
(the “Holders”) to certain amendments to the Indenture as set forth in the
Offer to Purchase and Consent Solicitation Statement of dated November 29,
2004 and as set forth herein (the “Amendments”);


 


WHEREAS,
consummation of the Tender Offer is conditioned upon the completion of the New
Notes Offering whereby the Company has received sufficient proceeds to purchase
the Notes tendered pursuant to the Tender Offer;


 


WHEREAS,
pursuant to the Solicitation, the Holders of at least a majority in aggregate
principal amount of the Notes outstanding have consented to the Amendments
effected by this Supplemental Indenture in accordance with the provisions of
the Indenture;


 


WHEREAS,
the execution and delivery of this Supplemental Indenture has been authorized
by resolutions of the Board of Directors of the Company; and


 


WHEREAS, (1) the Company has received the
consent of the Holders of more than a majority in principal amount of the
outstanding Notes, all as certified by an Officers’ Certificate delivered to
the Trustee simultaneously with the execution and delivery of this Supplemental
Indenture, and (2) the Company has delivered to the Trustee simultaneously
with the execution and delivery of this Supplemental Indenture an Opinion of Counsel
relating to this Supplemental Indenture as contemplated by Article 9 of
the Indenture.


 


NOW
THEREFORE, in consideration of the foregoing and the mutual premises and
covenants contained herein and for other good and valuable consideration, the
parties hereto agree as follows:


 


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ARTICLE 1


 


DEFINITIONS; AMENDMENTS
TO INDENTURE; WAIVER


 


SECTION 1.01 DEFINITIONS.


 


Capitalized
terms used but not defined in this Supplemental Indenture shall have the
specified meanings therefor set forth in the Indenture.


 


SECTION 1.02 AMENDMENTS TO
INDENTURE.


 


(a)                                  The
Amendments shall become operative on the date that the Company notifies the
Trustee that the Notes tendered are accepted for purchase and payment pursuant
to the Tender Offer.  If the Notes are
not accepted for payment by the Company for any reason, the Amendments will not
become operative.


 


(b)                                 Section 101
of the Indenture shall be amended by deleting the following definitions: “Exempted
Debt,” “Net Tangible Assets,” “Operating Assets,” “Operating Property,” and “Senior
Funded Debt.”


 


(c)                                  Sections
704, 801, 1007, 1008, and 1009 of the Indenture shall be deleted.


 


(d)                                 Section 501
of the Indenture shall be amended by deleting paragraphs (3), (4), (5), and (6)
thereof.


 


(e)                                  Section 802
of the Indenture shall be amended by deleting “in accordance with Section 801”
from the third and fourth line of that section.


 


ARTICLE 2



MISCELLANEOUS


 


SECTION 2.01 INSTRUMENTS TO
BE READ TOGETHER.


 


This
Supplemental Indenture is an indenture supplemental to the Indenture, and the
Indenture and this Supplemental Indenture shall henceforth be read together.


 


SECTION 2.02 CONFIRMATION.


 


The
Indenture as amended and supplemented by this Supplemental Indenture is in all
respects confirmed and preserved.


 


SECTION 2.03 HEADINGS.


 


The
headings of the Articles and Sections of this Supplemental Indenture have been
inserted for convenience of reference only, and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions
hereof.


 


2





















 


SECTION 2.04 GOVERNING LAW.


 


This
Supplemental Indenture shall be governed by, construed, interpreted, and the
rights of the parties determined in accordance with the laws of the State of
New York without regard to principles of conflicts of laws.


 


SECTION 2.05 COUNTERPARTS.


 


This
Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


SECTION 2.06 EFFECTIVENESS.


 


The
provisions of this Supplemental Indenture will take effect immediately upon its
execution and delivery by the Trustee.


 


SECTION 2.07 ACCEPTANCE BY
TRUSTEE; TRUSTEE DISCLAIMER.


 


The
Trustee has accepted the Amendments to the Indenture effected by this
Supplemental Indenture and agrees to execute the trust created by the Indenture
as hereby amended, but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, and without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of
which recitals or statements are made solely by the Company, or for or with
respect to (a) the validity or sufficiency of this Supplemental Indenture or
any of the terms or provisions hereof; (b) the proper authorization hereof by
the Company by corporate action or otherwise; (c) the due execution hereof by
the Company; (d) the consequences (direct or indirect and whether deliberate or
inadvertent) of any Amendment herein provided for, and the Trustee makes no
representation with respect to any such matters; and (e) the validity or
sufficiency of the Solicitation or the consent solicitation materials or
procedure in connection therewith.


 


SECTION 2.08 TIA CONTROLS.


 


If any
provision of this Supplemental Indenture limits, qualifies or conflicts with
another provision that is required to be included in this Supplemental
Indenture by the TIA, the required provision of the TIA shall control.


 


[Remainder of Page
Intentionally Left Blank]


 


3





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, all as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  THE PEP BOYS –
  MANNY, MOE & JACK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bernard K.
  McElroy

  	
   

  
	
   

  	
   

  	
  Name: Bernard K.
  McElroy

  
	
   

  	
   

  	
  Title: Vice President – Chief Accounting Officer
  &

  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alan G. Finn

  	
   

  
	
   

  	
   

  	
  Name: Alan G.
  Finn

  
	
   

  	
   

  	
  Title: Vice
  President