EXHIBIT 10.17
FIRST AMENDMENT TO AGREEMENT OF SUBLEASE
THIS FIRST AMENDMENT TO AGREEMENT OF SUBLEASE (this "AMENDMENT")
effective as of March 19, 2003 (the "EFFECTIVE DATE"), is entered into by and
between MONRO MUFFLER BRAKE, INC., a New York corporation (the "SUBTENANT") and
MONRO LEASING, LLC, a Delaware limited liability company, (the "SUBLANDLORD").
WHEREAS, the Sublandlord and Subtenant are parties to that certain
Agreement of Sublease dated as of September 15, 1998 (as amended, modified, or
supplemented, the "SUBLEASE");
WHEREAS, the Sublandlord desires to extend the Termination Date of that
certain of that certain Ground Lease Agreement (as amended, restated, modified,
and supplemented, the "GROUND LEASE") dated as of September 15, 1998, executed
by Sublandlord and Brazos Automotive Properties, L.P. ("BRAZOS");
WHEREAS, the Sublandlord desires to extend the Termination Date of that
certain of that certain Facilities Lease Agreement dated as of September 15,
1998, executed by Sublandlord and Brazos (as amended, restated, modified, and
supplemented, the "FACILITIES LEASE");
WHEREAS, Brazos has agreed to such extension of the Ground Lease and
Facilities Lease; and
WHEREAS, Sublandlord and Subtenant desire the term of Sublease be the
same as the Ground Lease and Facilities Lease.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the undersigned parties agree as follows:
Section 1. Defined Terms. All capitalized terms used in this Amendment
but not defined in this Amendment shall have the meanings set forth in the
Sublease.
Section 2. Sublease Amendments.
(a) The following sentence is inserted at the end of the first
paragraph:
"Capitalized terms used herein but not defined herein shall have
the meanings given to them in the Lease."
(b) Section 2 is hereby deleted in its entirety, and the following is
substituted in place thereof:
"2. Term. The term (the "TERM") of this Sublease shall commence
on the date hereof, or such later date on which Landlord shall
consent in writing to this Sublease (the "COMMENCEMENT DATE") and shall
expire on September 30, 2008 (the "EXPIRATION DATE"), unless sooner
terminated as hereinafter provided."
First Amendment to Agreement of Sublease-Page 1
Section 3. Conditions. This Amendment shall not be effective unless and
until:
(a) The Sublandlord has received counterparts of this Amendment and
such related documentation it or its counsel shall determine in their reasonable
discretion, in form and substance satisfactory to the Sublandlord, duly executed
and delivered by the Subtenant and the Sublandlord, as applicable;
(b) The Sublandlord has received certified resolutions of the Subtenant
approving this Amendment and the other documents executed in connection
herewith; and
(c) The Sublandlord has received a certificate of the Subtenant
certifying, as of the Effective Date, the names and true signatures of persons
authorized to sign this Amendment on behalf of the Subtenant.
Section 4. Effect. Except as otherwise expressly modified hereby, all
terms and provisions of the Sublease are hereby ratified and confirmed and shall
be and shall remain in full force and effect, enforceable in accordance with
their terms.
Section 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.
Section 6. Binding Effect. This Amendment shall become effective when
it shall have been executed by, and it thereafter shall be binding upon and
inure to the benefit of, the Sublandlord and the Subtenant and their respective
successors and assigns.
Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
First Amendment to Agreement of Sublease-Page 2
EXECUTED as of the Effective Date.
MONRO MUFFLER BRAKE, INC., a New York corporation
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇,
Executive Vice President of Finance, Chief Financial
Officer and Treasurer
MONRO LEASING, LLC,
a Delaware limited liability company,
as Lessee
By: Monro Muffler Brake, Inc.,
its Sole Member
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇,
Executive Vice President of Finance, Chief
Financial Officer and Treasurer
Brazos Automotive Properties, L.P., as Landlord, has executed this Amendment
solely for the purpose of consenting to the term contained therein.
BRAZOS AUTOMOTIVE PROPERTIES, L.P.
By: Brazos Automotive Properties Management, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
First Amendment to Agreement of Sublease-Signature Page