Exhibit 1018b



		

			 

		




		
			AMENDMENT NO. 2 TO CREDIT AGREEMENT AND LOAN PAPERS
		

		
			This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND LOAN PAPERS (this “Amendment”), dated as of October 3, 2017, is entered into by and among MONRO, INC. (f/k/a Monro Muffler Brake, Inc.) (“Borrower”), the several financial institutions party hereto as Lenders, CITIZENS BANK, N.A., as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), Bank of America, N.A., JPMorgan Chase Bank, N.A., and Keybank National Association, as Co-Syndication Agents and Branch Banking & Trust Company, TD Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.
		

		
			RECITALS
		

		
			WHEREAS, Borrower, Lenders, Administrative Agent, as well as the Co-Syndication Agents and Co-Documentation Agents referred to above are parties to that certain Credit Agreement dated as of January 25, 2016, as amended by that certain Amendment No. 1 to Credit Agreement dated as of August 26, 2016 (as amended or modified from time to time, the “Credit Agreement”).  
		

		
			WHEREAS, Borrower filed a Certificate of Amendment to its Certificate of Incorporation on August 15, 2017, to change its name from Monro Muffler Brake, Inc. to Monro, Inc.
		

		
			WHEREAS, Administrative Agent, the Majority Lenders and the Borrower have agreed to amend the Credit Agreement and Loan Papers to reflect the Borrower’s name change.
		

		
			NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
		

		
			1.         Amendment to Credit Agreement and Loan Papers.  All references in the Credit Agreement and Loan Papers, including, without limitation, the Notes and the Security Documents, to Monro Muffler Brake, Inc. or Borrower are hereby amended such that effective as of August 15, 2017, such references shall mean and refer to Monro, Inc. as the Borrower.
		

		
			2.         Conditions to Effectiveness.  This Amendment shall be effective upon the Administrative Agent’s receipt of an executed counterpart of this Amendment signed by Borrower, the Majority Lenders and Administrative Agent. Administrative Agent shall notify Borrower and Lenders of the effective date of this Amendment, and such notice shall be conclusive and binding.   
		

		
			3.         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 or Potential Default now exists, or would exist as a result of this Amendment.
		

		
			(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 
		

		 


		

			4820-6987-3231.1

		




 


		

			 

		




		
		

		
			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) violate any provision of Borrower’s charter or bylaws, (B) violate any Material Agreements to which it is a party, other than violations which would not cause a Material Adverse Event, (C) do not result in the creation or imposition of any Lien (other than the Lender Liens) on any of its assets, or (D) violate 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.
		

		
			4.         Effect; No Waiver; References.    
		

		
			(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 remain in full force and effect and are hereby ratified and confirmed.
		

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

		
			5.         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 the Loan Papers 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)        The Laws (other than conflict-of-laws provisions) of the State of New York and of the United States of America govern the rights and duties of the parties to this Amendment and the validity, construction, enforcement, and interpretation of this Amendment.
		

		
			(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 
		

		 


		

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			shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment.
		

		
			[Signature pages follow.]
		

		
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		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.
		

		
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			MONRO, INC., as Borrower
		

		
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			By:/s/ Brian J. D’Ambrosia
		

		
			Name: Brian J. D’Ambrosia
		

		
			Title: Senior Vice President-Finance, Chief Financial Officer, and Treasurer 
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		CITIZENS BANK, N.A.,
		

		
			as Administrative Agent and a Lender
		

		
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			By: /s/ Michael K. Makaitis
		

		
			Name: Michael K. Makaitis
		

		
			Title: Vice President 
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		BANK OF AMERICA, N.A.,
		

		
			as Co-Syndication Agent and a Lender
		

		
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			By: /s/ Thomas C. Strasenburgh
		

		
			Name: Thomas C. Strasenburgh
		

		
			Title: Senior Vice President
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		JPMORGAN CHASE BANK, N.A.,
		

		
			as Co-Syndication Agent and a Lender
		

		
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			By: /s/ D. Scott Farquhar
		

		
			Name: D. Scott Farquhar
		

		
			Title: Executive Director
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		KEYBANK NATIONAL ASSOCIATION,
		

		
			as Co-Syndication Agent and a Lender
		

		
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			By: /s/ Michael McMahan
		

		
			Name: Michael McMahan
		

		
			Title: Senior Vice President
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		BRANCH BANKING & TRUST COMPANY,
		

		
			as Co-Documentation Agent and a Lender
		

		
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			By: /s/ Sharona Yen
		

		
			Name: Sharona Yen
		

		
			Title: Banking Officer
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		TD BANK, N.A.,
		

		
			as Co-Documentation Agent and a Lender
		

		
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			By:/s/ Craig Welch
		

		
			Name: Craig Welch
		

		
			Title: Senior Vice President
		

		
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			[Monro, Inc.  – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			

		




 


		

			 

		




		
		

		
			WELLS FARGO BANK, N.A.,
		

		
			as Co-Documentation Agent and a Lender
		

		
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			By: /s/ Melissa E. LoBocchiaro
		

		
			Name: Melissa E. LoBocchiaro
		

		
			Title: Vice President
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]

		


		

			 

		




 


		

			 

		




		
		

		
			CITIBANK N.A.,
		

		
			As a Lender
		

		
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			By: /s/ Christine Keating
		

		
			Name: Christine Keating
		

		
			Title: Senior Vice President
		

		
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			[Monro, Inc. – Amendment No. 2 to Credit Agreement and Loan Papers – Signature Page]