Exhibit 10.81B



 






Exhibit 10.81b




LANDLORD’S CONSENT AND ESTOPPEL CERTIFICATE




     425 Manchester Road, LLC, the person, firm or corporation identified as
the landlord on Schedule “A” attached hereto (“Landlord”), DOES HEREBY CERTIFY
THAT:



     1. Landlord has entered into a certain lease which is more particularly
described in said Schedule (the “Lease”) covering a portion of certain real
property located at 425 Manchester Road in Westminster, Carroll County,
Maryland (the “Premises”).



     2. The Lease is valid, in full force and effect on the date hereof and
enforceable in accordance with its terms and has not been modified or amended
from the date of its execution to the date hereof, except as may otherwise be
indicated on said Schedule “A.”



     3. The term of the Lease commenced on the date of commencement shown on
Schedule “A” and will terminate, unless renewed or extended in accordance with
its terms, on the date of termination shown on Schedule “A”.



     4. All conditions precedent to the commencement of the term of the Lease
and to the payment of the basic rent, additional rent, percentage rent (if any)
and all other charges specified therein have been satisfied or waived by
Landlord.



     5. Landlord has delivered and Tenant has accepted and is in possession of
the Premises and is paying the basic rent, additional rent, percentage rent (if
any) and all other charges specified therein.



     6. The Premises and the use and occupancy thereof by Tenant comply with
the terms of the Lease.



     7. Neither the Landlord under the Lease nor, to the best of Landlords
knowledge, Tenant is in default with respect to the performance or observance
of any of their respective covenants or obligations under the terms of the
Lease nor has any event occurred with which the giving of notice or the passage
of time would constitute a default under the Lease.



     8. Landlord has not received any prepayment of any basic rent due under
the Lease, other than the current month’s rent.



     9. There are no rights of offset, abatement or reduction of basic rent
presently accruing to Tenant by reason of any provision of the Lease or
otherwise.



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     This Certificate is being given to and may be relied upon by Monro Muffler
Brake, Inc. (“Monro”) their successors and/or assigns, to induce Monro to
acquire Tenant’s leasehold interest under the Lease pursuant to an Asset
Purchase Agreement between Atlantic Automotive Corp., its wholly-owned
subsidiary, Mr. Tire, Inc. and Monro Muffler Brake, Inc. dated February 9,
2004.



     Landlord hereby acknowledges that its consent to the assignment of
Tenant’s interest pursuant to the provisions of the Lease has been requested
and consents to the assignment by Mr. Tire, Inc. to Monro Muffler Brake, Inc.
of the Tenant’s leasehold interest.



     IN WITNESS WHEREOF, Landlord has caused this Consent and Estoppel
Certificate to be duly executed this 27th day of February, 2004.



	 	 	 	 	 
	

	 	 	 	LANDLORD
	 
	 	 	 	 
	

	 	By:
	 	/s/ Fredric A. Tomarchio
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Name:
	 	Fredric A. Tomarchio
	 
	 	 	 	 
	

	 	Title:
	 	Member







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SCHEDULE “A”




	 	 	 	 	 
	Name of Landlord:

	 	425 Manchester Road LLC	 	 
	 
	 	 	 	 
	Name of Tenant:

	 	Mr. Tire, Inc.	 	 
	 
	 	 	 	 
	Date of Lease:

	 	April 1, 1998	 	 
	 
	 	 	 	 
	Leased Premises:

	 	425 Manchester Road
	(Rte. 27)
	 
	 	 	 	 
	

	 	Westminster, MD 21158	 	 
	 
	 	 	 	 
	Date(s) of amendment(s) to Lease (if any):

	 	None	 	 
	 
	 	 	 	 
	Term of Lease: Commencement:

	April 1, 1998	 	 
	 
	 	 	 	 
	               Termination:

	March 31, 2008	 	 
	 
	 	 	 	 
	               Option Terms (if any):

	2 Ten (10) Year Terms	 	 







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