Exhibit 10.25


EXECUTION


AMENDMENT NO. 4 TO
AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT


November 16,
2005


WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent

1133 Avenue of the Americas

New York, New York 10036


Ladies and Gentlemen:


Wachovia Bank, National Association, successor by
merger to Congress Financial Corporation a Delaware corporation, in its
capacity 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, a
Pennsylvania corporation (“Pep Boys”), The Pep Boys Manny Moe & Jack
of California, a California corporation (“PBY-California”), Pep Boys—Manny, Moe &
Jack of Delaware, Inc., a Delaware corporation (“PBY-Delaware”), and Pep
Boys—Manny, Moe & Jack of Puerto Rico, Inc., a Delaware
corporation (“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 Delaware
corporation (“Carrus” and, together with PBY, each individually, a “Guarantor”
and collectively, “Guarantors” as hereinafter further defined) have entered
into certain financing arrangements pursuant to which Agent and Lenders may
make loans and advances and provide other financial accommodations to Borrowers
as 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 General
Electric Capital Corporation as Co-Documentation Agents, Lenders, Borrowers and
Guarantors, 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, and Amendment No. 3 to Amended and Restated Loan and Security
Agreement dated as of December 2, 2004 (as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, the “Loan Agreement”) and the agreements, documents and instruments
at any time executed and/or delivered in connection therewith or related
thereto, including, but not limited to, this Amendment No. 4 to Amended
and Restated Loan and Security Agreement (“Amendment No. 4”), but
excluding the Synthetic Lease Facility Agreements and Hedge Agreements (all of
the foregoing together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the “Financing Agreements”).


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


In consideration of
the foregoing, the mutual agreements and covenants contained herein, and other
good and valuable consideration, the adequacy and sufficiency of which are
hereby acknowledged, Agent, each Lender, each Borrower and each Guarantor agree
as follows:


1.     Definitions.


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


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













now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.


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


2.     Amendments to Loan Agreement.


(a)    Section 9.9(s) of
the Loan Agreement is hereby deleted in its entirety and the following
substituted therefor:


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


(i)    the
principal 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 in
PNC Credit Card Documents (as in effect on December 13, 2001, except as
modified by the Amendment to VISA Purchasing Card Agreement dated November 16,
2005 by and among Borrowers, Guarantors and PNC Bank, National Association),


(ii)   Pep Boys
shall not, directly or indirectly, make, or be required to make, any payments
in respect of such Indebtedness, except, that, Pep Boys may make regularly
scheduled payments of principal and interest, in respect of such Indebtedness
in 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 Agreement
dated 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)  Borrowers
shall not, directly or indirectly, (A) amend, modify, alter or change any
of the material terms of such Indebtedness or any of the PNC Credit Card
Documents (as in effect on December 13, 2001, except as modified by the
Amendment to VISA Purchasing Card Agreement dated November 16, 2005 by and
among Borrowers, Guarantors and PNC Bank, National Association), except, that,
Borrowers may, after prior written notice to Agent, amend, modify, alter or
change the terms thereof as permitted in accordance with Section 3.1(b) of
the Intercreditor Agreement, dated December 31, 2001, by and between Agent
and 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 or
cancel any portion of such Indebtedness other than pursuant to payments
thereof, or to reduce the interest rate or any fees in connection therewith, or
to make the provisions thereof less restrictive or burdensome than the terms or
conditions of the PNC Credit Card Documents (as in effect on December 13,
2001, except as modified by the Amendment to VISA Purchasing Card Agreement
dated November 16, 2005 by and among Borrowers, Guarantors and PNC Bank,
National Association), or (B) make optional prepayments of principal or
redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or
set 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 to
any such payment each of the following conditions is satisfied as determined by
Agent: (1) as of the date of such payment and after giving 



 2
 









effect thereto, Excess
Availability for each of the immediately preceding thirty (30) consecutive days
shall have been not less than $25,000,000, and (2) as of the date of such
payment and after giving effect thereto, the Excess Availability shall be not
less than $25,000,000 and as of the date of such payment and after giving
effect 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 of
Refinancing Indebtedness with respect thereto as permitted in Section 9.9(l) hereof.”


3.     Additional Representations, Warranties and Covenants.   In
addition to the continuing representations, warranties and covenants heretofore
or hereafter made by each Borrower and Guarantor to Agent and Lenders pursuant
to the other Financing Agreements, each Borrower and Guarantor hereby jointly
and severally represents, warrants and covenants with and to Agent and Lenders
as follows, which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof and shall be incorporated into
and made a part of the Financing Agreements:


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


(b)   This
Amendment No. 4 and each other agreement or instrument to be executed and
delivered by Borrowers and Guarantors hereunder has been duly executed and
delivered by each Borrower and Guarantor and is in full force and effect as of
the date hereof, and the agreements and obligations of each Borrower contained
herein and therein constitute legal, valid and binding obligations of each
Borrower and Guarantor enforceable against each Borrower and Guarantor in
accordance with their terms.


(c)    Neither
the execution and delivery of this Amendment No. 4, nor the consummation
of the transactions contemplated by this Amendment No. 4, nor compliance
with the provisions of this Amendment No. 4 or instruments thereunder
shall result in (i) the creation or imposition of any lien, claim, charge
or encumbrance upon any of the Collateral, except in favor of Agent and Lenders
or (ii) the incurrence, creation, assumption of any Indebtedness of any
Borrower or Guarantor, except as expressly permitted under Section 9.9 of
the Loan Agreement (after giving effect to this Amendment No. 4) and by
the other Financing Agreements.


(d)   No court of
competent jurisdiction has issued any injunction, restraining order or other
order which prohibits consummation of the transactions contemplated in respect
of this Amendment No. 4, and no governmental or other action or proceeding
has been threatened or commenced in the United States of America, seeking any
injunction, restraining order or other order which seeks to void or otherwise
modify the transactions described in this Amendment No. 4. Neither the
execution and delivery of this Amendment No. 4, nor the consummation of
the transactions contemplated by this Amendment No. 4, nor compliance with
the provisions thereof, shall violate any Federal or state securities laws or
any other law or regulation or any order or decree of any court or governmental
instrumentality in respect or shall conflict with or result in the breach of,
or constitute a default in any respect under, any indenture, or other material
mortgage, agreement, instrument or undertaking to which any Borrower or
Guarantor is a party or may be bound, or violate any provision of the
organizational documents of any Borrower or Guarantor.



 3
 









(e)    Each
Borrower and Guarantor shall take such steps and execute and deliver, and cause
to be executed and delivered, to Agent, such additional UCC financing
statements 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.   The
effectiveness of the amendments in this Amendment No. 4 shall be subject
to the satisfaction of each of the following conditions precedent:


(a)    Agent
shall have received an executed original or executed original counterparts of
this Amendment No. 4 (as the case may be), duly authorized, executed and
delivered by the required parties hereto;


(b)   Agent shall
have 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)    Agent
shall have received a fully executed original or executed original counterparts
of the consent required under the Synthetic Lease Facility Agreements to the
amendments set forth herein; and


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


5.     Additional Events of Default.   The parties hereto
acknowledge, confirm and agree that the failure of any Borrower or Guarantor to
comply with the covenants and agreements contained herein shall constitute an
Event of Default under the Financing Agreements (subject to the applicable cure
period, if any, with respect thereto provided for in the Loan Agreement).


6.     Effect of this Amendment No. 4.   Except as
modified pursuant hereto, no other waivers, changes or modifications to the
Financing Agreements are intended or implied, and in all other respects, the
Financing Agreements are hereby specifically ratified, restated and confirmed
by all parties hereto as of the effective date hereof. To the extent of
conflict between the terms of this Amendment No. 4 and the other Financing
Agreements, the terms of this Amendment No. 4 shall control.


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


8.     Governing Law.   The rights and obligations hereunder of
each of the parties hereto shall be governed by and interpreted and determined
in accordance with the laws of the State of New York (without giving effect to
principles of conflicts of laws).


9.     Binding Effect.   This Amendment No. 4 shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns. Any acknowledgment or consent contained
herein shall not be construed to constitute a consent to any other or further
action by any Borrower or Guarantor or to entitle any Borrower or Guarantor to
any other consent. The Loan Agreement and this Amendment No. 4 shall be
read and construed as one agreement.


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


[Remainder of page left intentionally blank]



 4
 









 




	
  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

  	
   

  	
   

  






 



 5