Exhibit 10.80A



 





Exhibit 10.80a




ASSIGNMENT AND ASSUMPTION OF LEASE




     THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the “Agreement”), is made as of
the 1st day of March, 2004 (the “Effective Date”), by and between Mr. Tire,
Inc., a Maryland corporation having an address of 23 Walker Avenue, Baltimore,
Maryland (“Assignor”) and Monro Muffler Brake, Inc., a New York Corporation
having a principal address of 200 Holleder Parkway, Rochester, New York
(“Assignee”).



RECITALS




     WHEREAS, Assignor as tenant, and 1746 E. Joppa Road, LLC, as landlord,
entered into a lease, dated January 1, 1997 (the “Lease”) relating to real
property known as 1746 East Joppa Road located in Towson, Baltimore County,
Maryland (the “Premises”); and



     WHEREAS, Assignor and Assignee entered into a certain Asset Purchase
Agreement dated as of February 9, 2004, as clarified by that certain Side
Letter Agreement dated as of February 9, 2004, as same may be further amended
and clarified (“Asset Purchase Agreement”), pursuant to which Assignor agreed
to assign to Assignee all of Assignor’s right, title and interest as tenant
under the Lease and Assignee agreed to assume all of Assignor’s obligations
under the Lease.



     NOW THEREFORE, pursuant to and in consideration of the Asset Purchase
Agreement:



     1. Assignor hereby assigns and transfers all of its right, title, and
interest in the Lease to Assignee to have and to hold the same from and after
the date hereof for the remainder of the term of the Lease.



     2. Assignee hereby assumes and agrees to perform all obligations of
Assignor pursuant to the Lease which accrue from the date hereof through the
remainder of the term of the Lease. Assignor will remain liable for all of its
obligations which accrued prior to the date hereof.



     3. The representations and warranties set forth in the Asset Purchase
Agreement with respect to the Lease assigned hereby, specifically, but not
limited to, those set forth in Section 3.10 are incorporated in this Assignment
as though set forth in full herein.



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     IN WITNESS WHEREOF, this Assignment has been duly executed by the parties
as of the Effective Date.



	 	 	 	 	 
	 	 	MR. TIRE, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Lonnie L. Swiger
	

	 	 	 	
 
	

	 	 	 	            Lonnie L. Swiger, Vice President
	 
	 	 	 	 
	 	 	                        MONRO MUFFLER BRAKE, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert G. Gross
	

	 	 	 	
 
	

	 	 	 	            Robert G. Gross, President & CEO







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STATE OF MARYLAND

COUNTY OF HOWARD            SS.:



     On
the 26th day of February, 2004, before me, personally appeared Lonnie
L. Swiger personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


	 	 	 	 	 
	 	 	 
	 	     /s/ Rachel V. Castranova
 	 
	 	Rachel V. Casstranova commissioned as Rachel V. Flad
	 	Notary Public 	 
	 




STATE OF NEW YORK

COUNTY OF MONROE            SS.:




     On
the 1st day of March, 2004, before me, personally appeared Robert G.
Gross personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.


	 	 	 	 	 
	 	 	 
	 	     /s/ Mindi S. Collom
 	 
	 	Mindi S. Collom 	 
	 	Notary Public 	 




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