EX-10.11b






Exhibit 10.11b




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     AMENDMENT (this “Amendment”), dated June 6, 2008, by and among MONRO MUFFLER BRAKE,
INC. (“Borrower”), the several financial institutions party hereto (“Lenders”), RBS
CITIZENS, N.A. (successor by merger to Charter One Bank, N.A.), as Administrative Agent for Lenders
(“Administrative Agent”), JPMorgan Chase Bank, N.A., as Syndication Agent, and Bank of
America, N.A., as Documentation Agent.



RECITALS




     A. Borrower, Lenders, Administrative Agent, Syndication Agent and Documentation Agent are
parties to the Credit Agreement, dated as of July 13, 2005 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless
otherwise defined herein, all capitalized terms used herein or in the Acknowledgement and Consent
annexed hereto shall have the meanings ascribed to them in the Credit Agreement.



     B. Borrower has requested that the Credit Agreement be amended in certain respects.



     C. Simultaneously with the execution and delivery of this Amendment, KeyBank National
Association (the “New Lender”) has agreed to make loans to the Borrower and the Borrower
desires to accept the commitment of the New Lender and to cause the New Lender to be added as a
“Lender” to the Credit Agreement as amended hereby, and the Administrative Agent is agreeable to
the addition of the New Lender.



     D. Administrative Agent has advised Borrower that Lenders are willing to agree to its requests
on the terms and subject to the conditions set forth in this Amendment.



     Accordingly, in consideration of the foregoing, the parties hereto hereby agree as follows:



     1. Change in Facility Committed Sum.



          (a) Committed Sums. From and after the Amendment No. 2 Effective Date, the Committed
Sum of each Lender shall be the amount stated beside such Lender’s name for the Facility on
Schedule 1 to the Credit Agreement (as amended hereby and attached hereto as
Exhibit A) (which amount is subject to increase as provided in Section 2.6 to the Credit
Agreement and to reduction and cancellation as provided in this Agreement, including, without
limitation, the provisions of Section 2.5), and such amount (if changed) shall supersede
and be deemed to amend the amount of such Lender’s Committed Sum as set forth on Schedule 1
to the Credit Agreement as in effect on the Effective Date.




 









 








          (b) New Lender. The New Lender agrees with Borrower, the other Lenders and
Administrative Agent that (i) it will abide by the terms of the Credit Agreement, as amended
hereby, as a “Lender” thereunder, and (ii) the Credit Agreement as amended hereby shall be
binding upon, inure to the benefit of, and be enforceable by and against it. Borrower hereby
consents to the New Lender being added as a “Lender” under the Credit Agreement, as amended
hereby, effective as of the Amendment No. 2 Effective Date.




          (c) Adjustment of Outstanding Borrowings. If any Borrowings are outstanding under the
Credit Agreement on the Amendment No. 2 Effective Date, Lenders shall on the Amendment No. 2
Effective Date, at the direction of Administrative Agent, make appropriate adjustments among
themselves in order to ensure that the amount (and Type) of the Borrowings outstanding to Borrower
from each Lender under the Credit Agreement (as of the Amendment No. 2 Effective Date) are
proportionate to Lenders’ respective Pro Rata Part, after giving effect to the increase in the
Facility Committed Sum and the Committed Sum of the New Lender. The Borrower agrees and consents
to the terms of this Section 1(c).




     2. Amendments to Credit Agreement.



          (a) Additional Definitions. Section 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions in the appropriate alphabetical order:





     Amendment No. 2 means Amendment No. 2 to Credit Agreement dated as of
June 6, 2008 by and among the Borrower, the Lenders party thereto, the
Syndication Agent, the Documentation Agent and the Administrative Agent.




     Amendment No. 2 Effective Date means the date that the conditions to
the effectiveness of Amendment No. 2 have been satisfied.



          (b) CAPEX. Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of “CAPEX” in its entirety and substituting the following therefor:





     CAPEX means, for any Four Quarter Period, capital expenditures for
fixed or capital assets that are required to be capitalized on a balance sheet
prepared in accordance with GAAP minus the sum of (a) any net proceeds of
sale/leasebacks permitted by Sections 9.10 or 9.16, (b) (without
duplication) any capital expenditures incurred for equipment purchased and then
sold, transferred or otherwise disposed of pursuant to sale/leaseback facilities
permitted pursuant to Section 9.10 and (c) any net proceeds from any
sales, transfers or other dispositions of any fixed assets permitted by
Section 9.10; provided that capital expenditures not to exceed $20,000,000
incurred in connection with the acquisition by the Borrower of up to 30 store
locations from the August family shall not be included in the determination of
CAPEX in any Four Quarter Period in which such acquisition shall have occurred.



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          (c) Option Increase in Facility Committed Sum. Section 2.6(b) of the Credit Agreement
is hereby deleted in its entirety and the following substituted therefor:





     (b) Upon any increase in the Facility Committed Sum pursuant to Section
2.6(a), Lenders shall on the effective date of such increase, at the direction
of Administrative Agent, make appropriate adjustments among themselves in order to
ensure that the amount (and Type) of the Borrowings outstanding to Borrower from
each Lender under the Credit Agreement (as of the effective date of such increase)
are proportionate to Lenders’ respective Pro Rata Part, after giving effect to any
increase of the Committed Sum of any Lender and to any Committed Sum of any
additional financial institution.



          (d) Lenders. All references to a “Lender” or the “Lenders” in the Credit Agreement or
the other Loan Documents shall be deemed to refer to the Lenders and the New Lender.




          (e) Credit Agreement. All references to “this Agreement” in the Credit Agreement and
to “the Credit Agreement” in the other Loan Documents shall be deemed to refer to the Credit
Agreement as amended hereby.




          (f) Facility Notes. All references to (i) a “Facility Note” or the “Facility Notes”
or (ii) a “Note” or the “Notes” in the Credit Agreement or the other Loan Documents shall be deemed
to refer to include a reference to the Facility Notes issued pursuant hereto.




     3. Conditions to Effectiveness. This Amendment shall be effective upon the
satisfaction of each of the following conditions:



          (a) Administrative Agent shall have received an executed counterpart of this Amendment signed
by Borrower, the Lenders and Administrative Agent.




          (b) Administrative Agent shall have received an executed counterpart of the acknowledgement
and consent annexed hereto duly executed by the Guarantor.




          (c) Administrative Agent shall have received (i) a replacement Facility Note for each Lender
that is increasing its Committed Sum pursuant hereto and (ii) a Facility Note for the New Lender,
each signed on behalf of Borrower.




          (d) Administrative Agent shall have received a certificate, dated the Amendment No. 2
Effective Date, of the secretary or assistant secretary or other analogous counterpart of Borrower:
(i) attaching a true and complete copy of the resolutions of its board of directors and of all
other documents evidencing all necessary corporate or other action (in form and substance
satisfactory to Administrative Agent) taken to authorize this Amendment and the other Loan Papers
to which it is a party delivered in connection herewith and the transactions contemplated hereby;
(ii) certifying that since the Effective Date its charter and bylaws have not been amended,
restated, supplemented or otherwise modified in any respect (or, in the event of any such



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amendments, restatements, supplements or other modifications, attaching a true and complete
copy of its charter and bylaws); (iii) setting forth the incumbency of its officer or officers (or
other analogous counterpart) who may sign this Amendment and the other Loan Papers to which it is a
party delivered in connection herewith, including therein a signature specimen of such officer or
officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the
secretary of state of the jurisdiction of its incorporation.




          (e) The representations and warranties contained in the Credit Agreement shall be true and
correct in all material respects (except to the extent (i) that the representations and warranties
speak to a specific date or (ii) the facts on which such representations and warranties are based
have been changed by transactions contemplated or permitted by the Credit Agreement) and no
Default, or Potential Default, shall exist.




          (f) Administrative Agent shall have received all fees and other amounts due and payable in
connection with this Amendment.




          (g) Borrower shall have paid the reasonable fees and disbursements of counsel to
Administrative Agent and Lenders in connection with this Amendment.



Administrative Agent shall notify Borrower and Lenders of the effective date of this Amendment, and
such notice shall be conclusive and binding.




     4. Representations, Warranties and Covenants. Borrower hereby represents and warrants
to and covenants and agrees with Administrative Agent and Lenders that:



          (a) The representations and warranties set forth in the Loan Papers (except to the extent (i)
that the representations and warranties speak to a specific date or (ii) the facts on which such
representations and warranties are based have been changed by transactions contemplated or
permitted by the Credit Agreement) are true and correct in all material respects as of the date
hereof and with the same effect as though made on and as of the date hereof.




          (b) No Default and no Potential Default now exists or would exist.




          (c) (i) The execution, delivery and performance by Borrower of this Amendment is within its
organizational powers and have been duly authorized by all necessary action (corporate or
otherwise) on the part of Borrower, (ii) this Amendment is the legal, valid and binding obligation
of Borrower, enforceable against Borrower in accordance with its terms, except as enforceability
may be limited by applicable Debtor Relief Laws and general principles of equity, and (iii) neither
this Amendment nor the execution, delivery and performance by Borrower hereof: (A) contravenes the
terms of Borrower’s organization documents, (B) violates any Material Agreements to which it is a
party, other than a violation which would not cause a Material Adverse Event, (C) violates any
provision of Law or order of any Tribunal applicable to it, other than violations that individually
or collectively are not a Material Adverse Event, or (D) results in the creation or imposition of
any Lien (other than the Lender Liens) on any asset of any Company.




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     5. Effect; No Waiver.



          (a) Borrower hereby (i) reaffirms and admits the validity and enforceability of the Loan
Papers and all of its obligations thereunder and (ii) agrees and admits that it has no defenses to
or offsets against any such obligation. Except as specifically set forth herein, the Credit
Agreement and the other Loan Papers shall remain in full force and effect in accordance with their
terms and are hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any existing or future Default, whether known or unknown
or any right, power or remedy of Administrative Agent or Lenders under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement, except as specifically set forth
herein.




          (b) Borrower hereby (i) reaffirms all of its agreements and obligations under the Security
Documents, (ii) reaffirms that all Obligations of Borrower under or in connection with the Credit
Agreement as modified hereby are “Obligations” as that term is defined in the Security
Documents and (iii) reaffirms that all such Obligations continue to be secured by the Security
Documents, which remains in full force and effect and is hereby ratified and confirmed.




     6. Miscellaneous.



          (a) Borrower and each of the other Companies will take, and Borrower will cause the other
Companies to take, all actions that may be required under any applicable law, or which
Administrative Agent or the Majority Lenders may reasonably request, to effectuate the transactions
contemplated hereby or to grant, preserve, protect or perfect the Liens created or intended to be
created by the Security Documents or the validity or priority of any such Lien, all at the expense
of Borrower.




          (b) Borrower shall pay Administrative Agent upon demand for all reasonable expenses, including
reasonable attorneys’ fees and expenses of Administrative Agent, incurred by Administrative Agent
in connection with the preparation, negotiation and execution of this Amendment.




          (c) THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS) OF
THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA.




          (d) This Amendment shall be binding upon Borrower, Administrative Agent and Lenders and their
respective successors and assigns, and shall inure to the benefit of Borrower, Administrative Agent
and Lenders and the respective successors and assigns of Administrative Agent and Lenders.




          (e) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same instrument.




[Signature pages follow.]




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Exhibit 10.11b




     AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein
contained, each such party has caused this Amendment to be executed on its behalf.



	 	 	 	 	 
	 	 	MONRO MUFFLER BRAKE, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Catherine D’Amico
	 

	 	 	 	 
	 

	 	Name:
	 	Catherine D’Amico
	 

	 	Title:
	 	EVP-Finance, CFO & Treasurer
	 
	 	 	 	 
	 	 	RBS CITIZENS, N.A. (successor by
	 	 	merger to Charter One Bank, N.A.), as
	 	 	Administrative Agent and as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Bernard
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel Bernard
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as
	 	 	Documentation Agent and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Colleen O’Brien
	 

	 	 	 	 
	 

	 	Name:
	 	Colleen O’Brien
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	as Syndication Agent and a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Yoder
	 

	 	 	 	 
	 

	 	Name:
	 	Bruce Yoder
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL
	 	 	ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Guy R. Nudd
	 

	 	 	 	 
	 

	 	Name:
	 	Guy R. Nudd
	 

	 	Title:
	 	First Vice President
	 
	 	 	 	 





  









 






	 	 	 	 	 
	 	 	MANUFACTURERS & TRADERS
	 	 	TRUST COMPANY, as a Lender




	 

	 	By:
	 	/s/ Randall C. Cardon
	 

	 	 	 	 
	 

	 	Name:
	 	Randall C. Cardon
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL
	 	 	ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carl J. Luger, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	Carl J. Luger, Jr.
	 

	 	Title:
	 	 Senior Vice President