exv10w70a






Exhibit No. 10.70a



June 18, 2009




Mr. Burton August, Sr.

AA&L II LLC

200 Holleder Parkway

Rochester, NY 14615





			
	RE:	 	Agreement of Purchase and Sale (“Purchase Agreement”) is made as of March 14, 2008
(“Agreement Date”), between Monro Muffler Brake, Inc. and (i) BSA II LLC; (ii) CJA I LLC;
(iii) Lane Dworkin Properties, LLC; (iv) AA&L II LLC; (v) Seven Cousins of Rochester, LLC;
(vi) Forus Properties LLC; (vii) Stoneridge 7 Partnership; (viii) 35 Howard Road Joint
Venture; (ix) August, August, Lane of Rochester, LLC; (x) The Charles J. and Burton S. August
Family Foundation; and (xi) Barbara S. Lane and Wendy Dworkin as Trustees under the Will of
Sheldon A. Lane f/b/o Barbara A. Lane, individually referred to as a “Seller” and in the
aggregate “Sellers”




Dear Burt:



This letter will follow-up our recent conversations. Reference is made to the Purchase Agreement.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Purchase Agreement. This will confirm that Buyer has agreed to Sellers’ request to
replace in its entirety the first sentence of Section 10 of the referenced Purchase Agreement with
the following:




The transfer of title to the respective Properties shall occur over time but no later
than December 31, 2009.



Except as specifically set forth in the preceding sentence, all terms and conditions of the
Purchase Agreement and all Schedules attached thereto shall continue in full force and effect
without modification thereto.



Once you have acknowledged the provisions of this letter in the space provided below, I would ask
that each Seller acknowledge the above by executing in the appropriate space provided below.



Very truly yours,



/s/ Maureen E. Mulholland




Maureen E. Mulholland

General Counsel



Acknowledged and agreed this 18 day of June, 2009.




/s/ Burton S. August                    

Burton S. August




Signature pages to follow




 









 





	 	 	 	 	 	 	 

	SELLERS:

	 	 	 	BSA II LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/15/09

	 	BY:
	 	/s/ Burton S. August
 

Burton S. August
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CJA I LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Andrew August as Attorney in Fact
 

Charles J. August 

	 	 
	 

	 	 	 	Charles J. August	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	LANE DWORKIN PROPERTIES, LLC	 	 
	DATED: 6/22/09

	 	BY:
	 	Barbara S. Lane and Wendy Dworkin,	 	 
	 

	 	 	 	as Trustees Under the Will of Sheldon A. Lane	 	 
	 

	 	 	 	f/b/o Barbara S. Lane	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Barbara S. Lane, Trustee
 

Barbara S. Lane, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Wendy Dworkin, Trustee
 

Wendy Dworkin, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	AA&L II LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/18/09

	 	BY:
	 	/s/ Burton S. August
 

Burton S. August, Member of BSA II LLC
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	SEVEN COUSINS OF ROCHESTER LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Andrew August
 

Andrew August
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Jan August	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Jan August	 	 
	 
	 	 	 	 	 	 
	DATED: 6/23/09

	 	BY:
	 	/s/ Susan A. Eastwood
 

Susan A. Eastwood
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ John August
 

John August
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Burton S. August Jr.
 

Burton S. August, Jr.
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Robert W. August
 

Robert W. August
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Elizabeth August
 

Elizabeth August
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	FORUS PROPERTIES LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Wendy Dworkin, Member
 

Wendy Dworkin, Member
	 	 






 









 






	 	 	 	 	 	 	 

	 

	 	 	 	STONERIDGE 7 PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	Barbara S. Lane and Wendy Dworkin,	 	 
	 

	 	 	 	as Trustees Under the Will of Sheldon A. Lane	 	 
	 

	 	 	 	f/b/o Barbara S. Lane	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Barbara S. Lane, Trustee
 

Barbara S. Lane, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Wendy Dworkin, Trustee
 

Wendy Dworkin, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Charles J. and Burton S. August	 	 
	 

	 	 	 	Family Foundation	 	 
	 
	 	 	 	 	 	 
	DATED: 6/18/09

	 	BY:
	 	/s/ Burton S. August
 

Burton S. August
	 	 
	 
	 	 	 	 	 	 
	DATED: 7/6/09

	 	BY:
	 	/s/ Andrew August as Attorney in Fact
 

Charles J. August

	 	 
	 

	 	 	 	Charles J. August	 	 
	 
	 	 	 	 	 	 
	DATED: 7/6/09

	 	 	 	/s/ Andrew August as Attorney in Fact
 

Charles J. August

	 	 
	 

	 	 	 	Charles J. August	 	 
	 
	 	 	 	 	 	 
	DATED: 6/18/09

	 	 	 	/s/ Burton S. August
 

Burton S. August
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	35 HOWARD ROAD JOINT VENTURE	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	Barbara S. Lane and Wendy Dworkin,	 	 
	 

	 	 	 	as Trustees Under the Will of Sheldon A. Lane	 	 
	 

	 	 	 	f/b/o Barbara S. Lane	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Barbara S. Lane, Trustee
 

Barbara S. Lane, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Wendy Dworkin, Trustee
 

Wendy Dworkin, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Charles J. and Burton S. August	 	 
	 

	 	 	 	Family Foundation	 	 
	 
	 	 	 	 	 	 
	DATED: 6/18/09

	 	BY:
	 	/s/ Burton S. August
 

Burton S. August
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Andrew August as Attorney in Fact
 

Charles J. August

	 	 
	 

	 	 	 	Charles J. August	 	 






 









 







	 	 	 	 	 	 	 

	 

	 	AUGUST, AUGUST, LANE OF ROCHESTER, LLC	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ John August
 

John August, Member
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	THE CHARLES J. AND BURTON S. AUGUST	 	 
	 

	 	 	 	FAMILY FOUNDATION	 	 
	 
	 	 	 	 	 	 
	DATED: 6/18/09

	 	BY:
	 	/s/ Burton S. August
 

Burton S. August
	 	 
	 
	 	 	 	 	 	 
	DATED: 6/22/09

	 	BY:
	 	/s/ Andrew August as Attorney in Fact
 

Charles J. August

	 	 
	 

	 	 	 	Charles J. August	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Barbara S. Lane and Wendy Dworkin	 	 
	 

	 	 	 	As Trustees Under the Will of	 	 
	 

	 	 	 	Sheldon A. Land f/b/o	 	 
	 

	 	 	 	Barbara S. Lane	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Barbara S. Lane, Trustee
 

Barbara S. Lane, Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Wendy Dworkin, Trustee
 

Wendy Dworkin, Trustee