Common use of Additional Representations, Warranties and Covenants Clause in Contracts

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 No Event of Default or act, 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 First Ratification Amendment.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 7.1 This First Thirteenth Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 7.2 The mortgages granted to Lender under the Mortgages constitute valid and perfected first priority mortgages on the Eligible Real Property subject thereto. 7.3 Borrower has good and marketable fee simple title to the Eligible Real Property, subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, nature or description. 7.4 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate in connection with this Thirteenth Ratification Amendment; 7.5 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 7.6 No Event objection has been filed by any interested party to the terms and conditions of this Thirteenth Ratification Amendment and Borrower and Guarantors are authorized, in accordance with the terms of the Final DIP Financing Order, to execute, deliver, comply with and fully be bound by this Thirteenth Ratification Amendment; and 7.7 Except as set forth above, no Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing as of the date of this First Ratification Amendmenthereof.

Additional Representations, Warranties and Covenants. In addition (a) The Borrowers hereby (i) represent and warrant to the continuing representationsAgent and the Lenders that (y) all obligations, warranties liabilities and covenants heretofore made indebtedness of the Borrowers in respect of the Loan Agreement or otherwise Krane Earnout have been fully paid, performed and hereafter made by Borrower ▇▇▇isfied in full and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwiseBorrowers have no further payment obligations in respect thereof, and not in limitation thereof(z) all bank and similar accounts (including, without limitation, payroll and petty cash accounts) maintained by any Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor ▇▇ ▇▇y Subsidiary of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by any Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 No Event of Default or act, 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 hereof are listed and described on Exhibit A hereto and (ii) agree and acknowledge that the obligation of the Lenders to make Subsequent Term Loans A and Term Loans B expired on September 1, 2000 and May 31, 2001, respectively, and the Lenders have no obligations in respect thereof. (b) The Borrowers hereby covenant and agree to deliver to the Agent, on or before the sixtieth (60th) day after the Effective Date hereof, a copy of the annual audit report of the Borrowers and their respective Subsidiaries for the Fiscal Year ended December 31, 2000, including therein consolidated balance sheets and statements of earnings and cash flows of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, certified without qualification by PriceWaterhouseCoopers, together with all other deliveries required by Section 11.1.1 of the Credit Agreement to the extent not previously delivered to the Agent. (c) The parties hereto hereby agree that the Borrowers may resume payments of management fees to HIG Manager in accordance with, and subject to the terms of, Section 11.10(iii) of the Credit Agreement; it being agreed and understood that the Borrowers shall not be permitted to make, and HIG shall not be permitted to receive or retain, any payments in respect of accrued management fees that were not paid in cash to HIG Manager due to the operation of such Section 10.10(iii) (and the Borrowers hereby represent and warrant to the Agent and the Lenders that no payments of management fees previously were made to HIG Manager in violation of such Section 10.10(iii) of the Credit Agreement). (d) The Borrowers hereby agree and acknowledge that, anything contained in the Credit Agreement to the contrary notwithstanding, all accounts maintained by any Borrower or any Subsidiary of any Borrower shall be required to be subject to Depositary Account Agreements. (e) The Borrowers agree and acknowledge that any failure to comply on a timely basis with the terms of clause (b), (c) or (d) of this First Ratification AmendmentSection 2.8 shall constitute an immediate Event of Default, without further notice or other action by or on behalf of the Agent, the Lenders or any of them.

Additional Representations, Warranties and Covenants. In addition to the continuing representations4.1 Grantor hereby represents, warranties warrants and covenants heretofore made in to Secured Party the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderSecured Party to Grantor: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request 4.3 Grantor may from time to timetime render invoices to account debtors under its trade names after Secured Party has received prior written notice from Grantor of the use of such trade names and as to which, Grantor agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Grantor and are subject to the security interest of Secured Party and the other terms of this Agreement, and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Grantor's name as assignor and Secured Party is authorized to receive, endorse and deposit to any loan account of Grantor maintained by Secured Party all checks or other remittances made payable to any trade name of Grantor representing payment with respect to such sales or services. 4.2 This First Ratification Amendment has been duly authorized4.4 Grantor shall promptly notify Secured Party in writing of any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or which may result in any material adverse change in Grantor's business, assets, liabilities or condition, financial or otherwise. 4.5 Grantor's books and records concerning accounts and its chief executive office are and shall be maintained only at the address set forth below. Grantor's only other places of business and the only other locations of Collateral, if any, are and shall be the addresses set forth in Section 6.7 hereof, except Grantor may change such locations or open a new place of business after thirty (30) days prior written notice to Secured Party. Prior to any change in location or opening of any new place of business, Grantor shall execute and deliver or cause to be executed and delivered by Borrower to Secured Party such financing statements, financing documents, mortgages, and Guarantors security and the other agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective termsas Secured Party may reasonably require. 4.3 No Event 4.6 Grantor has and at all times will continue to have good and marketable title to all of Default the Collateral, free and clear of all liens, security interests, claims or actencumbrances of any kind, condition except, if any, those set forth on Exhibit "B" attached hereto. 4.7 Grantor shall not directly or event which indirectly: (a) sell, lease, transfer, assign, abandon or otherwise dispose of any part of the Collateral or any material portion of its other assets 4.8 Grantor shall at all times maintain, with financially sound and reputable insurers, casualty insurance with respect to the Collateral and other assets and shall have Secured Party named as an additional insured on such insurance. Provided, however, that Grantor shall not be required to maintain casualty insurance with respect to vehicles other than such coverage as is currently in place. All such insurance policies shall be in such form, substance, amounts and coverage as may be satisfactory to Secured Party and shall provide for thirty (30) days prior written notice to Secured Party of cancellation or passage reduction of time or both would constitute coverage. Grantor hereby irrevocably appoints Secured Party and any designee of Secured Party as, attorney-in-fact for Grantor to obtain at Grantor's expense any such insurance should Grantor fail to do so and, after an Event of Default exists Default, to adjust or has occurred settle any claim or other matter under or arising pursuant to such insurance or to amend or cancel such insurance. Grantor shall deliver to Secured Party evidence of such insurance and a Secured Party's loss payable endorsement satisfactory to Secured Party as to all existing and future insurance policies with respect to the Collateral. Grantor shall deliver to Secured Party, in kind, all instruments representing proceeds of insurance received by Grantor. Secured Party may apply any insurance proceeds received at any time to the cost of repairs to or replacement of any portion of the Collateral and/or, at Secured Party's option, to payment of or as security for any of the Obligations, whether or not due, in any order or manner as Secured Party determines. 4.9 Grantor is and at all times will continue to be in material compliance with all laws, rules, regulations and orders of any governmental authority relating to its business (including laws, rules, regulations and orders relating to taxes, payment and withholding of payroll taxes, employer and employee contributions and similar items, securities, employee retirement and welfare benefits, employee health and safety, or environmental matters) and all material agreements or other instruments, binding on Grantor or its property. Grantor shall pay and discharge all taxes, assessments and governmental charges against Grantor or any Collateral prior to the date on which penalties are imposed or liens attach with respect thereto, unless the same are being contested in good faith and, at Secured Party's option, reserves are established for the amount contested and penalties which may accrue thereon. 4.10 With respect to Grantor's equipment, Grantor shall keep the equipment in good order and repair, and in running and marketable condition, ordinary wear and tear excepted. 4.11 Grantor will not, directly or indirectly: (a) other than in the ordinary course of business, lend or advance money or property to, guarantee or assume indebtedness of, or invest (by capital contribution or otherwise) in any person, firm, corporation or other entity; or (b) declare, pay or make any dividend, redemption or other distribution on account of any shares of any class of stock of Grantor now or hereafter outstanding except the dividend payment due in January, 1996 on outstanding convertible preferred stock; or 4.12 Grantor shall pay, on Secured Party's demand, all reasonable costs, expenses, filing fees and taxes payable in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of the Obligations, Secured Party's rights in the Collateral, this Agreement and all other existing and future agreements or documents contemplated herein or related hereto, including any amendments, waivers, supplements or consents which may hereafter be made or entered into in respect hereof, or in any way involving claims or defense asserted by Secured Party or claims or defense against Secured Party asserted by Grantor, any guarantor or any third party directly or indirectly arising out of or related to the relationship between Grantor and Secured Party or any guarantor and Secured Party, including, but not limited to the following, whether incurred before, during or after the initial or any renewal term or after the commencement of any case with respect to Grantor or any guarantor under the United States Bankruptcy Code or any similar statute: (a) all costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (b) all fees relating to the wire transfer of loan proceeds and other funds and fees for returned checks; (c) all expenses and costs heretofore and from time to time here-after incurred by Secured Party during the course of periodic field examinations of the Collateral and Borrower's operations; and (d) the reasonable out-of-pocket costs, fees and disbursements of outside counsel to Secured Party. 4.13 At the request of Secured Party, at any time and from time to time at Grantor's sole expense, Grantor shall execute and deliver or cause to be executed and delivered to Secured Party, such agreements, documents and instruments, including waivers, consents and subordination agreements from mortgagees or other holders of security interests or liens, landlords or bailees, and do or cause to be done such further acts as Secured Party, in its discretion, deems necessary or desirable to create, preserve, perfect or validate any security interest of Secured Party or the priority thereof in the Collateral and otherwise to effectuate the provisions and purposes of this First Ratification AmendmentAgreement. Borrower hereby authorizes Secured Party to file financing statements or amendments against Grantor in favor of Secured Party with respect to the Collateral, without Grantor's signature and to file as financing statements any carbon, photographic or other reproductions of this Agreement or any financing statements signed by Grantor. 4.14 The Grantor assumes all responsibility and liability arising from or relating to the use, sale, or other disposition of the Collateral. Neither the Secured Party nor any of its officers, directors, employees, and agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, or for any act or failure to act with respect to the 4.15 The Grantor shall notify Secured Party in writing of the following matters at the following times: (a) Immediately after becoming aware of the existence of any Event of Default. (b) Immediately after becoming aware that the holder of any capital stock of the Grantor has given notice or taken any action with respect to a claimed default. (c) Immediately after becoming aware of any material adverse change in the Collateral or in Grantor's property, business, operations, or condition (financial or otherwise). (d) Immediately after becoming aware of any pending or threatened action, proceeding, or counterclaim by any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, Public Authority, or any other entity, or any pending or threatened investigation by a Public Authority, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Secured Party's rights under the Loan Documents, or Secured Party's rights with respect to the Collateral, or Grantors business, operations, or condition (financial or otherwise). (e) Immediately after becoming aware of any pending or threatened strike, work stoppage, material unfair labor practice claim, or other material labor dispute affecting the Grantor or any of its subsidiaries. (f) Immediately after becoming aware of any violation of any law, statute, regulation, or ordinance of a Public Authority applicable to Grantor, which may materially and adversely affect the Collateral, the repayment of the Obligations, the Secured Party's rights under this Agreement, or Secured Party's rights with respect (g) Immediately after becoming aware of any violation or any investigation of a violation by the Grantor of environmental laws which would adversely affect the Collateral, the Grantor's property, business, operation or condition (financial or other-wise).

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following Lenders as follows (which representations, warranties and covenants are continuing and shall survive the execution and delivery of this Agreement), the truth hereof and accuracy of which, or compliance with, to the extent such compliance does not violate the terms shall be incorporated into and provisions made a part of the Bankruptcy Code, being a continuing condition of the making of loans by Lender:Loan Documents): 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 (a) This First Ratification Amendment Agreement has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantors Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally. 4.3 No Event (b) All of Default the representations and warranties set forth in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or actwarranty is made as of a specified date, condition in which case such representation or event warranty shall have been true and correct in all material respects as of such date. (c) All necessary actions and proceedings required by the Loan Documents in connection with this Agreement, applicable law or regulation and the transactions contemplated thereby have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of governmental authorities, have been obtained. (d) On or prior to June 30, 2007, Borrowers and Guarantors shall (i) cause Sea Master Taiwan to execute and deliver to Agent a Security Agreement and Guaranty and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(i) of the Loan Agreement and (ii) cause Sea Master Hong Kong to execute and deliver a Pledge Agreement with notice respect to the stock of Sea Master Taiwan and execute and deliver, or passage cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(ii) of the Loan Agreement. (e) The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with the covenants, conditions and agreements contained herein, or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or both would Guarantor with, to or in favor of Agent and Lenders shall constitute an Event of Default exists or has occurred as of under the date of this First Ratification AmendmentLoan Agreement and the other Loan Documents.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Lender pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Lender as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery of this Agreement), the truth hereof and accuracy of which, or compliance with, to the extent such compliance does not violate the terms shall be incorporated into and provisions made a part of the Bankruptcy Code, being a continuing condition of the making of loans by LenderFinancing Agreements: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 (a) No Event of Default or act, 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 First Ratification Amendment (after giving effect to the amendments made and consents and waivers granted by Lender pursuant to this Amendment). As of the date of any Borrower entering into the Equipment Term Loan Documents and after giving effect to such transaction, 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 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 the Equipment Term Loan Documents, nor the consummation of the transactions contemplated by the Equipment Term Loan Documents, nor compliance with the provisions of the Equipment Term Loan Documents 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 Lender or as expressly permitted by Section 9.8 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements or (ii) the incurrence, creation, assumption of any Indebtedness of Borrower or Guarantor, except as expressly permitted under Section 9.9 and 9.10 of the Loan Agreement (after giving effect to this Amendment) 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 the Equipment Term Loan Documents, 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 the Equipment Term Loan Documents. Neither the execution and delivery of the Equipment Term Loan Documents, nor the consummation of the transactions contemplated by the Equipment Term Loan Documents, 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. (e) Each Borrower and Guarantor shall take such steps and execute and deliver, and cause to be executed and delivered, to Lender, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Lender may require in order to more fully evidence, perfect and protect Lender's security interest in Collateral. (f) The Equipment Term Loan Documents have been duly authorized, executed and delivered by each Borrower and are in full force and effect as of the date hereof.

Additional Representations, Warranties and Covenants. In addition Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to the continuing Agent and Lenders as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)hereof, and the truth and accuracy of whichof, or compliance withwith each, to together with the extent such compliance does not violate representations, warranties and covenants in the terms and provisions of the Bankruptcy Codeother Financing Agreements, being a continuing condition of the making of loans Loans by LenderLenders to Borrowers: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower (a) Within thirty (30) days following the Amendment No. 15 Effective Date, Borrowers shall deliver or cause to be delivered to Agent projected financial statements for Group and Guarantors its Subsidiaries for the fiscal year ending December 31, 2009 (including forecasted balance sheets, statements of income and their respective appropriate management and sets forthloss, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursementsthe projected Borrowing Base and Excess Availability), quarterly statements of loan availability of Borrower on in reasonable detail and in a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledgeformat consistent with the projections delivered by Borrowers to Agent prior to the date hereof, confirm and agree that Lender has relied upon the Budget and together with such supporting information as Agent may reasonably request, which projections shall have been prepared on the information basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in determining light of current and reasonably foreseeable business conditions and using such methodology as is consistent with the most recent financial statements delivered to enter into this First Ratification Amendment. Borrower shall furnish Agent pursuant to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to timeSection 9.6 of the Loan Agreement (the “Fiscal Year 2009 Projections”). 4.2 (b) This First Ratification Amendment has and the other Financing Agreements executed and/or delivered by any Borrower or Guarantor in connection herewith (together with this Amendment, the “Amendment Documents”) have been duly authorized, executed and delivered by all necessary action on the part of each Borrower and Guarantors Guarantor which is a party hereto and, if necessary, their respective members or stockholders, as the case may be, and is in full force and effect as of the date hereof, as the case may be, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein or therein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.3 No Event (c) As of the date hereof, all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date. (d) Neither the execution, delivery and performance of this Amendment or any other Amendment Document, nor the consummation of any of the transactions contemplated herein or therein (i) are in contravention of law or any indenture, agreement or undertaking (including the Indenture) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound, or (ii) violates any provision of the Certificate of Incorporation, Certificate of Formation, Operating Agreement, By-Laws or other governing documents of any Borrower or Guarantor. (e) After giving effect to the change in the Commitments and the making of the Tranche D Loan on the Amendment No. 15 Effective Date as provided for herein, the Indebtedness under the Loan Agreement continues to constitute “Permitted Indebtedness” under (and as defined in) the Indenture. (f) As of the date of this Amendment and after giving effect hereto, no Default or act, 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 First Ratification Amendmentand is continuing.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following 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 this Agreementthe Loan Documents): 11.1 Borrowers have delivered to Agent prior to the date hereof a true, correct and complete copy of the agreement of Borrowers with Consultant as in effect on the date hereof. Such agreement shall not be amended, modified or supplemented without the prior written consent of Agent. The scope and nature of the engagement of Consultant shall at all times be reasonably acceptable to Agent. Borrowers hereby irrevocably authorize and direct Consultant to share with Agent all budgets, records, projections, financial information, reports and other information relating to the Collateral, or the business, assets and condition (financial or otherwise) of Borrowers and Guarantors. If Agent determines that Consultant is not providing Agent with information or access to Borrowers' records as may be requested by Agent, Borrowers hereby agree, promptly upon the request of Agent, to terminate Consultant as Borrowers' consultant and to promptly (but in any event within five (5) Business Days after the request of Agent) retain another Consultant from the list provided by Agent to Borrowers. Borrowers agree to provide Consultant with complete access to all of Borrowers' books and records, all of Borrowers' premises and to Borrowers' management and to cooperate with Consultant in connection with the Consultant providing the services for which it was engaged. 11.2 On or before the date hereof, (a) the Noteholders have waived all existing events of default, and events which, with the giving of notice or the lapse of time or both, would constitute events of default, under the Noteholder Documents (including, but not limited to, the Senior Convertible Note Defaults), which waivers are in full force and effect as of the truth date hereof, (b) all fees or other charges or payments as a result of the failure of Borrowers to have its registration statement with the SEC declared effective, including the Registration Delay Payments, as such term is defined in the Noteholder Registration Rights Agreement and accuracy Investor Registration Rights Agreement, have been restated as principal evidenced by the Senior Convertible Notes as set forth in the Noteholder Document Amendments and as principal evidenced by the PIPE Documents as set forth in the Investor Document Amendments, respectively, in each case as in effect on the date hereof, provided, that, the aggregate amount of whichsuch principal amounts for the Noteholders and the Investors does not exceed $3,000,000, (c) the Noteholders have agreed that interest on account of the Senior Convertible Notes, and the Investors as holders of the PIPE Notes have agreed that interest on account of the PIPE Notes, shall in the case of the Senior Convertible Notes and the PIPE Notes, respectively, accrue, at the option of the Parent, in arrears on the first day of the succeeding Calendar Quarter (as defined in the Senior Convertible Notes and the PIPE Notes) for the five (5) consecutive Calendar Quarters ending after the date hereof and shall not be payable until the earlier to occur of the Maturity Date (as defined in the Senior Convertible Notes and PIPE Notes) and the applicable Conversion Date (as defined in the Senior Convertible Notes and PIPE Notes) and Parent shall exercise such option (in accordance with the Senior Convertible Notes and the PIPE Notes) to have interest so accrue, (d) Borrowers have received the cash proceeds of additional loans by the Noteholders in the aggregate amount of $14,950,000 (which amount is net of $50,000 paid for certain legal expenses of Noteholders), which funds are and shall be available and used for the working capital of Borrowers (including, without limitation, to pay professional fees such as attorneys' fees and investment banker fees) and, together with all other Indebtedness and obligations evidenced by or arising under any of the Senior Convertible Notes, are and shall be subject in all respects to the terms of the Noteholder Document Amendments and the Intercreditor Agreement, PROVIDED, THAT, (i) notwithstanding anything to the contrary contained in the Loan Agreement or the other Loan Documents, such funds shall not be required to be held in a deposit account or investment account subject to a Control Agreement in favor of Agent, so long as such funds are available for, and are being used for, the working capital of Borrowers and no Default or Event of Default exists or has occurred and is continuing and (ii) at any time a Default or Event of Default exists or has occurred and is continuing, promptly upon Agent's request, Borrowers shall execute and deliver and cause to be executed and delivered a Control Agreement with respect to such deposit account or investment account and in any event Agent shall only exercise its rights thereunder to have exclusive control with respect to such deposit account or investment account, and cause funds thereunder to be remitted to Agent, after (A) the occurrence of an Event of Default under (1) Section 8.01(a) of the Loan Agreement, or compliance with(2) Section 8.01(c) of the Loan Agreement as a result of the failure to comply with Section 6.03 of the Loan Agreement, or (3) Section 8.01 (f) of the Loan Agreement, or (4) Section 8.01(g) of the Loan Agreement or (B) the commencement of the exercise of any enforcement rights or remedies by or on behalf of Agent, (e) Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of the Noteholder Document Amendments and the Investor Document Amendments as executed and delivered by the parties thereto, and (f) the Noteholder Document Amendments and Investor Document Amendments have been duly executed and delivered in accordance with their terms by Parent and its Subsidiaries and to the best of the knowledge of Borrowers and Guarantors, the other parties thereto and are in full force and effect as of the date hereof. 11.3 On or prior to June 30, 2007, Borrowers and Guarantors shall (a) cause Sea Master Taiwan to execute and deliver to Agent a Security Agreement and Guaranty and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(i) of the Loan Agreement and (b) cause Sea Master Hong Kong to execute and deliver a Pledge Agreement with respect to the stock of Sea Master Taiwan and execute and deliver, or cause to be executed and delivered, or deliver, as the case may be, the other agreements, documents and instruments, in each case as required under the terms of Section 6.01(b)(ii) of the Loan Agreement. 11.4 Without limiting any restrictions or prohibitions on payments of Indebtedness in the Loan Agreement, the Intercreditor Agreement or the PIPE Note Subordination Agreement, to the extent of any option granted to Borrowers to make payments using its common stock or other equity interests in the Senior Convertible Notes or PIPE Notes instead of cash, and to the extent permitted under the applicable corporate governance documents, Borrowers shall make such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and payments using common stock or such other information as Lender shall reasonably request from time to timeequity interests. 4.2 11.5 This First Ratification Amendment No. 1 has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantors Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. 4.3 No Event 11.6 All of Default the representations and warranties set forth in the Loan Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or actwarranty is made as of a specified date, condition in which case such representation or event warranty shall have been true and correct in all material respects as of such date. 11.7 All necessary actions and proceedings required by the Loan Documents in connection with this Amendment No. 1, applicable law or regulation and the transactions contemplated thereby have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of governmental authorities, have been obtained. 11.8 The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with notice the covenants, conditions and agreements contained herein, or passage in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or Guarantor with, to or in favor of time or both would Agent and Lenders shall constitute an Event of Default exists or has occurred as of under the date of this First Ratification AmendmentLoan Agreement and the other Loan Documents.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Lender pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Lender as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery of this Agreement), the truth hereof and accuracy of which, or compliance with, to the extent such compliance does not violate the terms shall be incorporated into and provisions made a part of the Bankruptcy Code, being a continuing condition of the making of loans by LenderFinancing Agreements: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 (a) No Event of Default or act, 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 First Ratification Amendment (after giving effect to the amendments made and consents granted by Lender pursuant to this Amendment). As of the date of any Borrower or Guarantor entering into the 2002 Senior Note Indenture and after giving effect to such transaction, 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 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 the 2002 Senior Note Indenture, nor the consummation of the transactions contemplated by the 2002 Senior Note Indenture, nor compliance with the provisions of the 2002 Senior Note Indenture 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 Lender or as expressly permitted by Section9.8 of the Loan Agreement (after giving effect to this Amendment) and by the other Financing Agreements or (ii) the incurrence, creation, assumption of any Indebtedness of any Borrower or Guarantor, except as expressly permitted under Section 9.9 and 9.10 of the Loan Agreement (after giving effect to this Amendment) 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 the 2002 Senior Note Indenture, 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 the 2002 Senior Note Indenture. Neither the execution and delivery of the 2002 Senior Note Indenture, nor the consummation of the transactions contemplated by the 2002 Senior Note Indenture, 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. (e) Each Borrower and Guarantor shall take such steps and execute and deliver, and cause to be executed and delivered, to Lender, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Lender may require in order to more fully evidence, perfect and protect Lender's security interest in Collateral. (f) The 2002 Senior Note Indenture have been duly authorized, executed and delivered by each Borrower and Guarantor and are in full force and effect as of the date hereof.

Additional Representations, Warranties and Covenants. In addition to the continuing representationsBorrower hereby represents, warranties warrants and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderLender to Borrower: 4.1 The Budget attached hereto 6.1 Borrower shall keep and maintain its books and records in accordance with generally accepted accounting principles, consistently applied. Borrower shall, at its sole expense (i) on or before the fifteenth (15th) day of each month, deliver to Lender true and complete monthly agings of its accounts receivable and accounts and notes payable and monthly internally prepared interim financial statements and (ii) on the first business day of each week, deliver to Lender weekly inventory reports for the immediately preceding week, all in such form, and together with such other information with respect to the business of Borrower or any guarantor, as Exhibit A Lender may request. Annually, Borrower shall deliver audited financial statements of Borrower accompanied by the report and opinion thereon of independent certified public accountants acceptable to Lender, as soon as available, but in no event later than ninety (90) days after the end of Borrower's fiscal year, provided that with respect to Borrower's fiscal year ending December 31, 1995, Borrower shall deliver to Lender audited financial statements accompanied by the report and opinion of certified public accounts acceptable to Lender on or before July 31, 1996. 6.2 Borrower may from time to time render invoices to account debtors under its trade names set forth in Section 10.6(h) after Lender has been thoroughly reviewed received prior written notice from Borrower of the use of such trade names and as to which, Borrower agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, are subject to the actual through September 30, 2004 security interest of Lender and the projected through June 30other terms of this Agreement and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Borrower's name as assignor and Lender is authorized to receive, 2005 quarterly statements of cash flow, including cash receipts endorse and cash disbursements, quarterly statements of deposit to any loan availability account of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to maintained by Lender all checks or other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time remittances made payable to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations any trade name of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance representing payment with their respective termsrespect to such sales or services. 4.3 No Event of Default or act, 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 First Ratification Amendment.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by each Borrower and Guarantors Guarantor to Lender, whether Agent and Lenders pursuant to the other Financing Agreements or otherwiseAgreements, and not in limitation thereof, each Borrower and Guarantors Guarantor hereby representjointly and severally represents, warrant warrants and covenant withcovenants with and to Agent and Lenders as follows, to which representations, warranties and in favor of Lender the following (which covenants are continuing and shall survive the execution and delivery of this Agreement), the truth hereof and accuracy of which, or compliance with, to the extent such compliance does not violate the terms shall be incorporated into and provisions made a part of the Bankruptcy Code, being a continuing condition of the making of loans by LenderFinancing Agreements: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 (a) No Event of Default or act, 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 First Ratification Amendment (after giving effect to the amendments made and consents granted by Agent and Lenders pursuant to this Amendment). As of the date of any Borrower or Guarantor entering into the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider and after giving effect to each such transaction thereunder, 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 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 the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider, nor the consummation of the transactions contemplated by the GMAC Trade Payables Agreement, the Lombard Agency Agreement, and the Lombard Progress Payment Rider nor compliance with the provisions of the GMAC Trade Payables Agreement, the Lombard Agency Agreement, and the Lombard Progress Payment Rider 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) 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 the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider, 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 the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider. Neither the execution and delivery of the GMAC Trade Payables Agreement or the Lombard Agency Agreement, nor the consummation of the transactions contemplated by the GMAC Trade Payables Agreement, the Lombard Agency Agreement and the Lombard Progress Payment Rider, 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. (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.

Additional Representations, Warranties and Covenants. In addition to the continuing representations4.1 Grantor hereby represents, warranties warrants and covenants heretofore made in to Secured Party the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)following, the truth and accuracy of which, or and compliance withwith which, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a shall be continuing condition conditions of the making of loans or other credit accommodations by LenderSecured Party to Grantor: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower 4.2 Grantor shall keep and Guarantors maintain its books and their respective appropriate management records in accordance with generally accepted accounting principles, consistently applied. Grantor shall, at its sole expense deliver to Secured Party true and sets forthcomplete: (i) monthly agings of its accounts receivable and accounts and notes payable, among other thingsmonthly inventory reports, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request internally 4.3 Grantor may from time to timetime render invoices to account debtors under its trade names after Secured Party has received prior written notice from Grantor of the use of such trade names and as to which, Grantor agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Grantor and are subject to the security interest of Secured Party and the other terms of this Agreement, and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Grantor's name as assignor and Secured Party is authorized to receive, endorse and deposit to any loan account of Grantor maintained by Secured Party all checks or other remittances made payable to any trade name of Grantor representing payment with respect to such sales or services. 4.2 This First Ratification Amendment has been duly authorized4.4 Grantor shall promptly notify Secured Party in writing of any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or which may result in any material adverse change in Grantor's business, assets, liabilities or condition, financial or otherwise. 4.5 Grantor's books and records concerning accounts and its chief executive office are and shall be maintained only at the address set forth below. Grantor's only other places of business and the only other locations of Collateral, if any, are and shall be the addresses set forth in Section 6.7 hereof, except Grantor may change such locations or open a new place of business after thirty (30) days prior written notice to Secured Party. Prior to any change in location or opening of any new place of business, Grantor shall execute and deliver or cause to be executed and delivered by Borrower to Secured Party such financing statements, financing documents, mortgages, and Guarantors security and the other agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective termsas Secured Party may reasonably require. 4.3 No Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or 4.6 Grantor has occurred as and at all times will continue to have good and marketable title to all of the date Collateral, free and clear of this First Ratification Amendmentall liens, security interests, claims or encumbrances of any kind, except, if any, those set forth on Exhibit "A" attached hereto. 4.7 Grantor shall not directly or indirectly: (a) sell, lease, transfer, assign, abandon or otherwise dispose of any part of the Collateral or any material portion of its other assets (other than sales of inventory to buyers in the ordinary course of business) or (b) consolidate with or merge with or into any other entity, or permit any other entity to consolidate with or merge with or into Borrower or (c) form or acquire any interest in any firm, corporation or other entity.

Additional Representations, Warranties and Covenants. In addition (a) The Borrowers hereby (i) represent and warrant to the continuing representationsAgent and the Lenders that (y) all obligations, warranties liabilities and covenants heretofore made indebtedness of the Borrowers in respect of the Loan Agreement or otherwise Krane Earnout have been fully paid, performed and hereafter made by Borrower ▇▇▇▇▇fied in full and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwiseBorrowers have no further payment obligations in respect thereof, and not in limitation thereof(z) all bank and similar accounts (including, without limitation, payroll and petty cash accounts) maintained by any Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor or ▇▇▇ Subsidiary of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by any Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 No Event of Default or act, 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 hereof are listed and described on Exhibit A hereto and (ii) agree and acknowledge that the obligation of the Lenders to make Subsequent Term Loans A and Term Loans B expired on September 1, 2000 and May 31, 2001, respectively, and the Lenders have no obligations in respect thereof. (b) The Borrowers hereby covenant and agree to deliver to the Agent, on or before the sixtieth (60th) day after the Effective Date hereof, a copy of the annual audit report of the Borrowers and their respective Subsidiaries for the Fiscal Year ended December 31, 2000, including therein consolidated balance sheets and statements of earnings and cash flows of the Borrowers and their respective Subsidiaries as at the end of such Fiscal Year, certified without qualification by PriceWaterhouseCoopers, together with all other deliveries required by Section 11.1.1 of the Credit Agreement to the extent not previously delivered to the Agent. (c) The parties hereto hereby agree that the Borrowers may resume payments of management fees to HIG Manager in accordance with, and subject to the terms of, Section 11.10(iii) of the Credit Agreement; it being agreed and understood that the Borrowers shall not be permitted to make, and HIG shall not be permitted to receive or retain, any payments in respect of accrued management fees that were not paid in cash to HIG Manager due to the operation of such Section 10.10(iii) (and the Borrowers hereby represent and warrant to the Agent and the Lenders that no payments of management fees previously were made to HIG Manager in violation of such Section 10.10(iii) of the Credit Agreement). (d) The Borrowers hereby agree and acknowledge that, anything contained in the Credit Agreement to the contrary notwithstanding, all accounts maintained by any Borrower or any Subsidiary of any Borrower shall be required to be subject to Depositary Account Agreements. (e) The Borrowers agree and acknowledge that any failure to comply on a timely basis with the terms of clause (b), (c) or (d) of this First Ratification AmendmentSection 2.8 shall constitute an immediate Event of Default, without further notice or other action by or on behalf of the Agent, the Lenders or any of them.

Additional Representations, Warranties and Covenants. In addition of the ----------------------------------------------------------- Signatory Debtholders. Each Signatory Debtholder, severally and not jointly, ---------------------- represents and warrants to, and covenants and agrees with, the Company that: (a) Such Signatory Debtholder is the sole owner of the respective aggregate principal amounts of the Old Notes set forth opposite the name of such Signatory Debtholder in Exhibit A hereto, which principal amounts constitute, in the aggregate, a majority in principal amount of each series of Old Notes, of record and beneficially, free (except as Previously Disclosed) of any claim, lien or encumbrance, and with full right, authority and power to transfer the same in the Debt Exchange as herein contemplated and to vote and give the consents with respect to such Old Notes set forth and contemplated herein. (b) Such Signatory Debtholder hereby consents with respect to all Old Notes held by it, to the continuing representations, warranties issuance of the Senior Secured Debt as herein contemplated and covenants heretofore made in the Loan Agreement or otherwise further authorizes and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive approves the execution and delivery of this Agreement)appropriate supplemental indentures and other appropriate instruments and documents to evidence and confirm amendments of the terms of the Old Notes to effect the foregoing, with such consent and amendments to be effective as of the truth and accuracy of whichSenior Secured Debt Closing Date. (c) Such Signatory Debtholder hereby consents, or compliance withwith respect to all Old Notes held by it, to the extent such compliance does not violate amendments of the terms and provisions of the Bankruptcy Codeindentures for the Old Notes to remove covenants and amend other provisions thereof, being a continuing condition of the making of loans by Lender: 4.1 The Budget attached hereto all as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining Exhibit H hereto, and further authorizes and approves the execution and delivery of appropriate supplemental indentures and other appropriate instruments and documents to enter into this First Ratification Amendment. Borrower shall furnish evidence and confirm the foregoing with such amendments to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 No Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred become effective as of the date of this First Ratification AmendmentDebt Exchange Closing Date.

Additional Representations, Warranties and Covenants. In addition Each Borrower and Guarantor represents, warrants and covenants with and to the continuing Agent and Lenders as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, being a continuing condition of the making of loans by Lenderhereof: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs(a) This Amendment No. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment 5 has been duly authorized, executed and delivered by each Borrower and Guarantors Guarantor and is in full force and effect as of the date hereof and the agreements and obligations of each Borrower and Guarantors Guarantor contained herein constitute legal, valid and binding obligations of each Borrower and Guarantors Guarantor enforceable against Borrower and Guarantors each of them in accordance with their respective terms. 4.3 (b) The Merger is valid and effective in accordance with the Merger Agreements and the corporation statutes of the State of Minnesota and the State of California and Parent is the surviving corporation pursuant to the Merger. (c) All actions and proceedings required by the Merger Agreements, applicable law and regulation (including but not limited to, compliance with ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvement Acts of 1976, as amended by all applicable securities laws) have been taken and the transactions required thereunder have been duly and validly taken and consummated. (d) No Event court of Default competent jurisdiction has issued any injunction, restraining order or actother order which prohibits consummation of the transactions described in the Merger Agreements and no government action or proceeding has been threatened or commenced seeking any injunction, condition restraining order or event other order which seeks to void or otherwise modify the transactions described in the Merger Agreements. (e) The security interests in and liens upon the assets and properties of PPC in favor of Agent shall continue upon such assets and properties to which Parent shall succeed pursuant to the Merger and such security interests and liens and their perfection and priority shall continue in all respects in full force and effect. Without limiting the generality of the foregoing, the Merger shall in no way limit, impair or adversely affect the Obligations, howsoever arising, or any security interests or liens securing the same. (f) The Merger and the other arrangements contemplated herein do not violate any law or regulation or any order or decree of any court or governmental instrumentality in any respect and do not and will not conflict with notice or passage result in the breach of, or constitute a default in any respect under, any agreement, document or instrument to which any Borrower or Guarantor is a party or by which it or any of time its assets may be bound, or both would constitute an result in the creation or imposition of any lien, charge or encumbrance upon any of the property of any Borrower or Guarantor or violate any provision of the Certificate of Incorporation or By-Laws of any Borrower or Guarantor. (g) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent a true, correct and complete copy of the Merger Agreements; (h) No action of, or filing with, or consent or any governmental or public body or authority, and no approval or consent of any other party, is or will be required to authorize, or is or will be otherwise required in connection with, the execution, delivery and performance of this Amendment No. 5 other than such filings with the Securities and Exchange Commission as Borrowers may deem advisable to comply with applicable law. (i) After giving effect to the provisions of this Amendment No. 5, no Event of Default exists or has occurred and is continuing as of the date of this First Ratification AmendmentAmendment No. 5 as a result of or in connection with the Merger.

Additional Representations, Warranties and Covenants. In addition to the continuing representations, warranties and covenants heretofore made in the Loan Agreement or otherwise and hereafter made by Borrower Borrowers and Guarantors to Lender, whether Agent and Lenders pursuant to the Financing Agreements or otherwiseother Loan Documents, each of Borrowers and not in limitation thereofGuarantors, Borrower jointly and Guarantors severally, hereby representrepresents, warrant warrants and covenant with, covenants with and to Agent and in favor of Lender the following 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 this Agreement)the Loan Documents): 7.1 On or before December 20, 2007, Borrowers and Guarantors shall enter into an amendment or amendments to the Loan Agreement and the other Loan Documents, in form and substance satisfactory to Agent in its sole discretion, pursuant to which, among other things as determined by Agent, the truth aggregate principal amount of the Term Loans outstanding as of such date, together with accrued and accuracy of whichunpaid interest thereon, or compliance withshall from and after such date for all purposes and in all respects be deemed to be, and restated as, Revolving Loans, subject to the extent such compliance does not violate the terms and provisions of conditions in the Bankruptcy Code, being a continuing condition of Loan Agreement and the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower other Loan Documents applicable to Revolving Loans and Guarantors and their respective appropriate management and sets forthrepaid in accordance with such terms. Such amendment or amendments shall provide, among other things, that such restatement shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the actual through September 30Indebtedness and other obligations and liabilities of Borrowers evidenced by or arising under the Loan Agreement, 2004 and the projected through June 30liens and security interests of Agent securing such Indebtedness and other obligations and liabilities shall not in any manner be impaired, 2005 quarterly statements limited, terminated, waived or released, but shall continue in full force and effect in favor of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costsAgent. Borrower In the event that Borrowers and Guarantors hereby acknowledgehave not entered into such amendment or amendments on or before December 20, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into 2007, this First Ratification AmendmentAmendment No. Borrower 5 shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to timebe of no further force or effect. 4.2 7.2 This First Ratification Amendment No. 5 has been duly authorized, executed and delivered by all necessary corporate action on the part of each Borrower and Guarantors Guarantor which is a party hereto, and is in full force and effect as of the date hereof, and the agreements and obligations of Borrower Borrowers and Guarantors contained herein constitute legal, valid and binding obligations of Borrower Borrowers and Guarantors enforceable against Borrower and Guarantors them in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally. 4.3 No Event 7.3 All of Default the representations and warranties set forth in the Loan Agreement and the other Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or actwarranty is made as of a specified date, condition in which case such representation or event warranty shall have been true and correct in all material respects as of such date. 7.4 All necessary actions and proceedings required by the Loan Documents in connection with this Amendment No. 5, applicable law or regulation and the transactions contemplated thereby have been duly and validly taken in accordance with the terms thereof, and all required consents thereto under any agreement, document or instrument to which Borrowers and Guarantors are a party, and all applicable consents or approvals of governmental authorities, have been obtained. 7.5 The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with notice the covenants, conditions and agreements contained herein, or passage in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or Guarantor with, to or in favor of time or both would Agent and Lenders shall constitute an Event of Default exists or has occurred as under the Loan Agreement and the other Loan Documents. 7.6 Borrowers and Guarantors acknowledge, confirm and agree that they are not aware of any Event of Default other than the date of this First Ratification AmendmentExisting Defaults.

Additional Representations, Warranties and Covenants. a. In addition to the continuing representations, warranties and covenants heretofore set forth in Article 5 of the Agreement, Parent makes the following representations, warranties and covenants as of the Eighth Amendment Effective Date, which representations, warranties and covenants are made on the terms and conditions set forth in the Loan Agreement or otherwise and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor preamble paragraph of Lender the following (which shall survive Article 5: i. Simultaneously with the execution and delivery of this Agreement)Eighth Amendment, the truth Loan Parent has delivered to Lender complete and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions correct copies of the Bankruptcy Code1970 L/C Facility Transaction Documents, being a continuing condition including all schedules and exhibits thereto. The execution, delivery and performance of each of the making of loans by Lender: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower and Guarantors and their respective appropriate management and sets forth, among other things, the actual through September 30, 2004 and the projected through June 30, 2005 quarterly statements of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos1970 L/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and on the information set forth therein in determining to enter into this First Ratification Amendment. Borrower shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows and such other information as Lender shall reasonably request from time to time. 4.2 This First Ratification Amendment C Facility Transaction Documents has been duly authorized, executed and delivered authorized by Borrower and Guarantors and all necessary action on the agreements and obligations part of Borrower and Guarantors contained herein constitute Parent. Each 1970 L/C Facility Transaction Document is the legal, valid and binding obligations obligation of Borrower and Guarantors Parent, enforceable against Borrower and Guarantors Parent in accordance with their respective its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Parent is not in default in the performance or compliance with any provisions thereof. All representations and warranties made by Parent in the 1970 L/C Facility Transaction Documents and in the certificates delivered in connection therewith are true and correct in all material respects. 4.3 ii. No Event of Default or act, 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 Eighth Amendment Effective Date or would arise from Parent entering into the 1970 L/C Facility; iii. Contemporaneous with the effectiveness of this Eighth Amendment, the 1970 L/C Facility shall have been entered into in all material respects, in accordance with the 1970 L/C Facility Transaction Documents, all applicable laws, this Agreement and all requisite approvals by Governmental Authorities having jurisdiction over Parent; iv. After giving effect to the First Ratification AmendmentAmendment of the First Merchants Loan Facility as contemplated hereby, the aggregate principal amount guaranteed by the First Merchants Guaranty does not exceed $20,000,000. v. As of the Eighth Amendment Effective Date, the aggregate amount guaranteed by Parent pursuant to the outstanding Parent Ordinary Course Guaranties does not exceed $4,000,000.

Additional Representations, Warranties and Covenants. In addition Each Borrower represents, warrants and covenants with and to the continuing Lender as follows, which representations, warranties and covenants heretofore made in the Loan Agreement or otherwise are continuing and hereafter made by Borrower and Guarantors to Lender, whether pursuant to the Financing Agreements or otherwise, and not in limitation thereof, Borrower and Guarantors hereby represent, warrant and covenant with, to and in favor of Lender the following (which shall survive the execution and delivery of this Agreement)hereof, and the truth and accuracy of whichof, or compliance withwith each, to together with the extent such compliance does not violate representations, warranties and covenants in the terms and provisions of the Bankruptcy Codeother Financing Agreements, being a continuing condition of the making of loans Loans by LenderLender to Borrower: 4.1 The Budget attached hereto as Exhibit A has been thoroughly reviewed by Borrower (a) All of the representations and Guarantors and their respective appropriate management and sets forth, among other things, warranties set forth in the actual through September 30, 2004 Loan Agreement and the projected through June 30other Financing Agreements, 2005 quarterly statements each as amended hereby, are true and correct in all material respects on and as of cash flow, including cash receipts and cash disbursements, quarterly statements of loan availability of Borrower on a quarterly "roll-forward" basis and monthly statements of asbestos/bankruptcy costs. Borrower and Guarantors hereby acknowledge, confirm and agree that Lender has relied upon the Budget and date hereof as if made on the information set forth therein date hereof, except to the extent any such representation or warranty is made as of a specified date, in determining to enter into this First Ratification Amendment. Borrower which case such representation or warranty shall furnish to Lender all other financial information, projections, budgets, business plans, cash flows have been true and correct as of such other information as Lender shall reasonably request from time to timedate. 4.2 This First Ratification Amendment has been duly authorized, executed and delivered by Borrower and Guarantors and the agreements and obligations of Borrower and Guarantors contained herein constitute legal, valid and binding obligations of Borrower and Guarantors enforceable against Borrower and Guarantors in accordance with their respective terms. 4.3 (b) No Event of Default or act, 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 First Ratification Amendment (after giving effect to the amendments to the Financing Agreements made by this Amendment). (c) This Amendment has been duly executed and delivered by each Borrower and is in full force and effect as of the date hereof and the agreements and obligations of each Borrower contained herein constitute legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their respective terms. (d) Each Borrower and One Price VI do not have and shall not have any property or other interest in the Second ERF Letter of Credit or in any funds available or drawn thereunder. (e) Borrowers and One Price VI shall take such steps and execute and deliver, and cause to be executed and delivered, to Lender, such additional UCC financing statements and termination statements, and other and further agreements, documents and instruments as Lender may require in order to more fully evidence, perfect and protect Lender's security interest in the Collateral of One Price VI. (f) None of the transactions contemplated by this Amendment violate or will violate any applicable law or regulation, or do or will give rise to a default or breach under any agreement to which any Borrower or One Price VI is a party or by which any of their property is bound. (g) Borrowers and One Price VI are not aware of the existence or occurrence of any act, condition or event which would permit the beneficiary under the Designated Letter of Credit identified on Exhibit A hereto to make a draw thereunder and such beneficiary has not advised Borrowers or One Price VI on or prior to the date hereof that it intends to make any draw thereunder.