MONRO MUFFLER BRAKE INC (Form: 10-Q, Received: 02/07/2013 17:08:08)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 29, 2012.

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-19357

MONRO MUFFLER BRAKE, INC.

(Exact name of registrant as specified in its charter)


New York		16-0838627
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification #)

200 Holleder Parkway, Rochester, New York		14615
(Address of principal executive offices)		(Zip code)

585-647-6400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of January 25, 2013, 31,184,446 shares of the registrant’s common stock, par value $ .01 per share, were outstanding.

MONRO MUFFLER BRAKE, INC.

INDEX


	Page No.

Part I. Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets at December 29, 2012 and March 31, 2012		3

Consolidated Statements of Comprehensive Income for the quarters and nine months ended December 29, 2012 and December 24, 2011		4

Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended December 29, 2012		5

Consolidated Statements of Cash Flows for the nine months ended December 29, 2012 and December 24, 2011		6

Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures About Market Risk		16

Item 4. Controls and Procedures		16

Part II. Other Information

Item 1. Legal Proceedings		18

Item 6. Exhibits		18

Signatures		19

Exhibit Index		20

MONRO MUFFLER BRAKE, INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	December 29, 2012			March 31, 2012
	(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	7,562		$	3,257
Trade receivables		2,576			1,828
Federal and state income taxes receivable		7			605
Inventories		115,334			97,356
Deferred income tax asset		12,424			10,687
Other current assets		22,608			20,567

Total current assets		160,511			134,300

Property, plant and equipment		464,540			424,425
Less - Accumulated depreciation and amortization		(224,058	)		(211,431	)

Net property, plant and equipment		240,482			212,994
Goodwill		227,762			132,656
Intangible assets		26,224			15,172
Other non-current assets		14,885			14,970

Total assets	$	669,864		$	510,092

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	3,584		$	3,908
Trade payables		53,351			45,349
Accrued payroll, payroll taxes and other payroll benefits		14,341			17,919
Accrued insurance		27,929			23,645
Warranty reserves		9,119			7,035
Other current liabilities		14,267			11,938

Total current liabilities		122,591			109,794
Obligations under capital leases		45,408			45,504
Other long-term debt		124,210			5,660
Accrued rent expense		5,995			6,133
Other long-term liabilities		6,902			5,143
Deferred income tax liability		5,722			6,424
Long-term income taxes payable		3,735			3,935

Total liabilities		314,563			182,593

Commitments
Shareholders’ equity:
Class C Convertible Preferred Stock, $1.50 par value, $.064 conversion value, 150,000 shares authorized; 32,500 shares issued and outstanding		49			49
Common Stock, $.01 par value, 65,000,000 and 45,000,000 shares authorized at December 29, 2012 and March 31, 2012, respectively; 37,244,677 and 36,855,258 shares issued at December 29, 2012 and March 31, 2012, respectively		372			368
Treasury Stock, 6,068,080 and 5,967,991 shares at December 29, 2012 and March 31, 2012, respectively, at cost		(89,832	)		(86,493	)
Additional paid-in capital		129,126			119,690
Accumulated other comprehensive loss		(3,555	)		(3,555	)
Retained earnings		319,141			297,440

Total shareholders’ equity		355,301			327,499

Total liabilities and shareholders’ equity	$	669,864		$	510,092

The accompanying notes are an integral part of these financial statements.

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Quarter Ended Fiscal December						Nine Months Ended Fiscal December
	2012			2011			2012			2011
	(Dollars in thousands, except per share data)
Sales	$	190,437		$	176,733		$	536,088		$	514,807
Cost of sales, including distribution and occupancy costs		120,827			108,954			328,515			304,903

Gross profit		69,610			67,779			207,573			209,904
Operating, selling, general and administrative expenses		50,782			45,146			149,331			135,939

Operating income		18,828			22,633			58,242			73,965
Interest expense, net of interest income		1,473			1,208			4,141			3,663
Other income, net		(59	)		(34	)		(250	)		(257	)

Income before provision for income taxes		17,414			21,459			54,351			70,559
Provision for income taxes		6,159			7,907			19,911			26,449

Net income		11,255			13,552			34,440			44,110
Earnings per share:
Basic	$	.36		$	.44		$	1.10		$	1.43
Diluted	$	.35		$	.42		$	1.07		$	1.37
Other comprehensive income:
Other comprehensive income		—			—			—			—

Comprehensive income	$	11,255		$	13,552		$	34,440		$	44,110

The accompanying notes are an integral part of these financial statements.

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(Dollars in thousands)


	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss (2)			Retained Earnings			Total
Balance at March 31, 2012	$	49	$	368	$	(86,493	)	$	119,690	$	(3,555	)	$	297,440		$	327,499

Net income														34,440			34,440

Cash dividends (1): Preferred														(304	)		(304	)
Common														(12,435	)		(12,435	)

Tax benefit from exercise of stock options									2,215								2,215

Exercise of stock options				4		(3,339	)		4,809								1,474

Stock-based compensation									2,412								2,412

Balance at December 29, 2012	$	49	$	372	$	(89,832	)	$	129,126	$	(3,555	)	$	319,141		$	355,301

(1)

Represents first and second quarter fiscal year 2013 dividend payments of $.10 per common share or common share equivalent paid each quarter on June 14, 2012 and September 20, 2012, respectively and the third and fourth quarter fiscal year 2013 combined dividend payment of $.20 per common share or common share equivalent paid together on December 21, 2012.

(2)	The balance relates to the pension liability.

The accompanying notes are an integral part of these financial statements.

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended
	Fiscal December
	2012			2011
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	34,440		$	44,110

Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		19,422			17,416
Loss (gain) on disposal of assets		320			(1,535	)
Stock-based compensation expense		2,412			2,181
Excess tax benefits from share-based payment arrangements		(270	)		(245	)
Net change in deferred income taxes		(280	)		2,279
Change in operating assets and liabilities:
Trade receivables		(252	)		(297	)
Inventories		(1,354	)		639
Other current assets		(1,383	)		1,451
Other non-current assets		596			(3,971	)
Trade payables		8,002			7,833
Accrued expenses		(742	)		(1,923	)
Federal and state income taxes payable		2,813			3,556
Other long-term liabilities		(352	)		(144	)
Long-term income taxes payable		(200	)		(308	)

Total adjustments		28,732			26,932

Net cash provided by operating activities		63,172			71,042

Cash flows from investing activities:
Capital expenditures		(21,066	)		(18,953	)
Acquisitions, net of cash acquired		(145,967	)		(37,843	)
Proceeds from the disposal of assets		2,997			2,075

Net cash used for investing activities		(164,036	)		(54,721	)

Cash flows from financing activities:
Proceeds from borrowings		284,675			142,909
Principal payments on long-term debt and capital lease obligations		(169,112	)		(154,745	)
Exercise of stock options		2,075			2,760
Excess tax benefits from share-based payment arrangements		270			245
Dividends to shareholders		(12,739	)		(8,189	)

Net cash provided by (used for) financing activities		105,169			(17,020	)

Increase (decrease) in cash		4,305			(699	)
Cash at beginning of period		3,257			2,670

Cash at end of period	$	7,562		$	1,971

The accompanying notes are an integral part of these financial statements.

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Condensed Consolidated Financial Statements

The consolidated balance sheets as of December 29, 2012 and March 31, 2012, the consolidated statements of comprehensive income for the quarters and nine months ended December 29, 2012 and December 24, 2011, the consolidated statements of cash flows for the nine months ended December 29, 2012 and December 24, 2011, and the consolidated statement of changes in shareholders’ equity for the nine months ended December 29, 2012, include financial information for Monro Muffler Brake, Inc. and its wholly-owned subsidiary, Monro Service Corporation (collectively, “Monro”, “we”, “us”, “our”). These unaudited, condensed consolidated financial statements have been prepared by Monro. We believe all known adjustments (consisting of normal recurring accruals or adjustments) have been made to fairly state the financial position, results of operations and cash flows for the unaudited periods presented.

Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended March 31, 2012.

We report our results on a 52/53 week fiscal year with the fiscal year ending on the last Saturday in March of each year. The following are the dates represented by each fiscal period reported in these condensed financial statements:

“Quarter Ended Fiscal December 2012” September 30, 2012 – December 29, 2012 (13 weeks)

“Quarter Ended Fiscal December 2011” September 25, 2011 – December 24, 2011 (13 weeks)

“Nine Months Ended Fiscal December 2012” April 1, 2012 – December 29, 2012 (39 weeks)

“Nine Months Ended Fiscal December 2011” March 27, 2011 – December 24, 2011 (39 weeks)

Fiscal year 2013, ending March 30, 2013, is a 52 week year.

In March 2012, Monro’s Board of Directors approved a resolution to amend our Restated Certificate of Incorporation, subject to shareholder approval, to increase the number of authorized shares of common stock from 45,000,000 to 65,000,000. Our shareholders approved the increase at our Annual Shareholders’ meeting on August 7, 2012.

Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation.

Note 2 – Acquisitions

Acquisitions are strategic moves in our plan to fill in and expand our presence in existing and contiguous markets, and leverage fixed operating costs such as distribution and advertising.

Subsequent Events

On December 30, 2012, we acquired 12 retail tire and automotive repair stores located in Ohio from Enger Auto Service Mentor, Inc. These stores produced approximately $9 million in net sales in their previous twelve months based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire name. The acquisition was financed through our existing credit facility.

Also, on December 30, 2012, we acquired nine retail tire and automotive repair stores located in North Carolina from Tire King of Durham, Inc. These stores produced approximately $11 million in net sales in their previous twelve months based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire name. The acquisition was financed through our existing credit facility.

Fiscal 2013

On December 16, 2012, we acquired 27 retail tire and automotive repair stores located in Indiana and Kentucky and a wholesale operation and warehouse in Kentucky from Ken Towery’s Auto Care of Kentucky, Inc. and Ken Towery’s Auto Care of Indiana, Inc. These stores and the wholesale operation produced approximately $54 million in net sales in their previous twelve months based on unaudited pre-acquisition historical information. These retail stores operate under the Ken Towery Tire and Auto Care name and the wholesale operation operates under the America’s Best Tires name. The acquisition was financed through our existing credit facility.

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 18, 2012, we acquired 31 retail tire stores located in Indiana, Tennessee and Illinois from Everybody’s Oil Corporation. These stores produced approximately $64 million in net sales in their previous twelve months based on unaudited pre-acquisition historical information. These stores operate under the Tire Barn Warehouse name. The acquisition was financed through our existing credit facility.

On October 13, 2012, we acquired one retail tire and automotive repair store located in Massachusetts from Brothers Tire, Inc. This store produced approximately $1 million in net sales in its previous twelve months based on unaudited pre-acquisition historical information. This store operates under the Monro brand name. The acquisition was financed through our existing credit facility.

On October 7, 2012, we acquired five retail tire and automotive repair stores located in New York from Chesley Co. Inc., a former Midas franchisee. These stores produced approximately $3 million in net sales in their previous twelve months based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire and Monro brand names. The acquisition was financed through our existing credit facility.

On August 12, 2012, we acquired 17 retail automotive repair and tire stores located in Wisconsin and South Carolina from Tuffy Associates Corp. These stores produced approximately $9 million in annualized net sales for their previous full fiscal year based on unaudited pre-acquisition historical information. These retail tire and automotive repair stores operate under the Monro and Tread Quarters brand names.

On June 3, 2012, we acquired 18 retail tire and automotive repair stores located in North Carolina from Colony Tire Corporation. These stores produced approximately $25 million in net sales for their previous full fiscal year based on unaudited pre-acquisition historical information. These retail tire and automotive repair stores operate primarily under the Mr. Tire name.

On April 1, 2012, we acquired 20 retail tire and automotive repair stores located in Virginia from Kramer Tire Co. These stores produced approximately $25 million in net sales for their previous full fiscal year based on audited pre-acquisition historical information. These retail tire and automotive repair stores operate primarily under the Tread Quarters name. As part of the Kramer acquisition, two heavy truck tire and truck repair stores, two wholesale operations and a retread facility also located in Virginia were acquired. The non-retail facilities and the two heavy truck tire and truck repair stores were disposed of during May 2012.

The acquisitions resulted in goodwill related to, among other things, growth opportunities and unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to customer relationships and trade names.

In accordance with accounting guidance on business combinations, we expensed all costs related to the acquisitions in the nine months ended December 29, 2012. The total costs related to the acquisitions were $.9 million and $1.6 million for the three and nine months ended December 29, 2012, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price of the acquisitions has been preliminarily allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill on the basis of estimated fair values, as follows:


	As of December 29, 2012
	(Dollars in thousands)
Inventory	$	18,573
Other current assets		1,215
Intangible assets		13,114
Other non-current assets		25,139
Current liabilities		(5,261	)
Long-term liabilities		(1,977	)

Total net identifiable assets acquired	$	50,803

Total consideration transferred	$	146,209
Less: total net identifiable assets acquired		50,803

Goodwill	$	95,406

The goodwill increase of $95.4 million is before the adjustment for the sale of the Kramer assets which reduced goodwill by $.7 million.

Intangible assets consist of customer relationships ($8,299,000) and trade names ($4,815,000). Customer relationships and trade names are being amortized over their estimated useful lives. The weighted average useful lives are approximately five and seven years, respectively. The weighted average useful life of all intangible assets is six years.

Sales for the fiscal 2013 acquired entities for the three and nine months ended December 29, 2012 totaled $21.7 million and $42.8 million, respectively for the period from acquisition date through December 29, 2012.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

The purchase price allocations for the fiscal 2013 acquisitions remain preliminary due to the finalization of the valuation of inventory, fixed and intangible assets, real estate and real property leases. We believe that any adjustments to the purchase price allocations will not be material.

Note 3 – Earnings Per Share

Basic earnings per common share (EPS) amounts are computed by dividing income available to common shareholders, after deducting preferred stock dividends, by the average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive equivalent securities outstanding.

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation of basic and diluted EPS for the respective periods:


	Quarter Ended						Nine Months Ended
	Fiscal December						Fiscal December
	2012			2011			2012			2011
	(Dollars in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	11,255		$	13,552		$	34,440		$	44,110
Preferred stock dividends		(152	)		(69	)		(304	)		(198	)

Income available to common shareholders	$	11,103		$	13,483		$	34,136		$	43,912

Denominator for earnings per common share calculation:
Weighted average common shares, basic		31,116			30,823			31,020			30,659
Effect of dilutive securities:
Preferred stock		760			760			760			760
Stock options		364			513			507			824

Weighted average number of common shares, diluted		32,240			32,096			32,287			32,243

Basic Earnings per common share:	$	.36		$	.44		$	1.10		$	1.43

Diluted Earnings per common share:	$	.35		$	.42		$	1.07		$	1.37

The computation of diluted EPS excludes the effect of the assumed exercise of approximately 1,034,000 and 967,000 stock options for the three and nine months ended fiscal December 29, 2012, respectively, and 588,000 and 687,000 stock options respectively, for the three and nine months ended December 24, 2011. Such amounts were excluded as the exercise prices of these stock options were greater than the average market value of our Common Stock for those periods, resulting in an anti-dilutive effect on diluted EPS.

Note 4 – Income Taxes

In the normal course of business, we provide for uncertain tax positions and the related interest and penalties, and adjust our unrecognized tax benefits and accrued interest and penalties accordingly. The total amounts of unrecognized tax benefits were $5.8 million and $5.5 million, respectively, at December 29, 2012 and March 31, 2012, the majority of which, if recognized, would affect the effective tax rate. As of December 29, 2012, we had approximately $.7 million of interest and penalties accrued related to unrecognized tax benefits.

We are currently under audit by certain state tax jurisdictions for the fiscal 2001 through 2004 and fiscal 2007 through 2010 tax years. It is possible that the examination phase of the audits for these years may conclude in the next 12 months, and that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns may change from those recorded as liabilities for uncertain tax positions in our financial statements as of December 29, 2012. However, based on the status of the examinations, it is not possible to estimate the effect of any amount of such change to previously recorded uncertain tax positions.

We file U.S. federal income tax returns and income tax returns in various state jurisdictions. Our fiscal 2011 and fiscal 2012 U.S. federal tax year and various state tax years remain subject to income tax examinations by tax authorities.

Note 5 – Fair Value

Other long-term debt had a carrying amount and a fair value of $124.2 million as of December 29, 2012, as compared to a carrying amount of $5.7 million and a fair value of $5.6 million as of March 31, 2012. The fair value of other long-term debt was estimated based on discounted cash flow analyses using either quoted market prices for the same or similar issues, or the current interest rates offered to us for debt with similar maturities.

Note 6 – Supplemental Disclosure of Cash Flow Information

The following transactions represent non-cash investing and financing activities during the periods indicated:

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended December 29, 2012 :

In connection with the fiscal year 2013 acquisitions (see Note 2), liabilities were assumed as follows:


Fair value of assets acquired	$	58,041,000
Goodwill acquired		95,164,000
Cash paid, net of cash acquired		(145,967,000	)

Liabilities assumed	$	7,238,000

In connection with the exercise of stock options and the satisfaction of tax withholding obligations by two officers of Monro and two members of our Board of Directors, we increased current liabilities, Common Stock, paid-in capital and treasury stock by $601,000, $2,000, $2,736,000 and $3,339,000, respectively.

In connection with the accounting for income tax benefits related to the exercise of stock options, we decreased current liabilities and increased paid-in capital by $2,215,000.

In connection with the accounting for new capital leases, we increased property, plant and equipment and long-term debt by $2,567,000.

Nine Months Ended December 24, 2011 :

In connection with the fiscal year 2012 acquisitions, liabilities were assumed as follows:


Fair value of assets acquired	$	7,799,000
Goodwill acquired		31,895,000
Cash paid, net of cash acquired		(37,843,000	)

Liabilities assumed	$	1,851,000

In connection with the completion of purchase price accounting, we increased property, plant and equipment, deferred income tax asset, goodwill, intangible assets and obligations under capital leases by $1,331,000, $381,000, $325,000, $297,000 and $2,334,000, respectively.

In connection with the exercise of stock options and the satisfaction of tax withholding obligations by our Executive Chairman and another member of the Board of Directors, we increased current liabilities, Common Stock, paid-in capital and treasury stock by $5,485,000, $6,000, $8,685,000 and $14,176,000, respectively.

In connection with the accounting for income tax benefits related to the exercise of stock options, we decreased current liabilities and increased paid-in capital by $4,999,000.

Note 7 – Cash Dividend

In May 2012, our Board of Directors declared a regular quarterly cash dividend during fiscal year 2013 of $.10 per common share or common share equivalent to be paid beginning with the first quarter of fiscal year 2013. Our Board of Directors accelerated the record and payment date of the $.10 per share regular quarterly cash dividend for the fourth quarter such that the dividend was paid together with the third quarter dividend in December 2012. This combined dividend of $.20 per share was paid on December 21, 2012 to shareholders of record as of December 11, 2012. However, the declaration of and any determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and credit facility restrictions, and such other factors as the Board of Directors deems relevant.

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 – Debt

In December 2012, we amended our revolving Credit Facility agreement to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates. There are now six banks participating in the syndication.

Note 9 – Subsequent Events

See Note 2 for a discussion of acquisitions subsequent to December 29, 2012.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts, including (without limitation) statements made in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, statements containing the words “believe”, “anticipate”, “intend”, “expect”, “may”, “could”, “plan”, “continue”, “should”, “project”, “estimate” and words of similar report constitute forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed. These factors include, but are not necessarily limited to, the effect of economic conditions, product demand, dependence on and competition within the primary markets in which the our stores are located, the need for and costs associated with store renovations and other capital expenditures, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to integration of acquired businesses, the availability of vendor rebates and other factors set forth or incorporated elsewhere herein and in the our other Securities and Exchange Commission filings, including the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012. Except as required by law, we do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

Results of Operations

The following table sets forth income statement data of Monro Muffler Brake, Inc. expressed as a percentage of sales for the fiscal periods indicated:


	Quarter Ended Fiscal December						Nine Months Ended Fiscal December
	2012			2011			2012			2011
Sales		100.0	%		100.0	%		100.0	%		100.0	%

Cost of sales, including distribution and occupancy costs		63.4			61.6			61.3			59.2

Gross profit		36.6			38.4			38.7			40.8

Operating, selling, general and administrative expenses		26.7			25.5			27.9			26.4

Operating income		9.9			12.8			10.9			14.4

Interest expense - net		0.8			0.7			0.8			0.7

Other income - net		0.0			0.0			0.0			0.0

Income before provision for income taxes		9.1			12.1			10.1			13.7

Provision for income taxes		3.2			4.5			3.7			5.1

Net income		5.9	%		7.7	%		6.4	%		8.6	%

Third Quarter and Nine Months Ended December 29, 2012 Compared to Third Quarter and Nine Months Ended December 24, 2011

Sales were $190.4 million for the quarter ended December 29, 2012 as compared with $176.7 million in the quarter ended December 24, 2011. The sales increase of $13.7 million or 7.8%, was due to an increase of $23 million related to new stores. Partially offsetting this was a comparable store sales decrease of 5.9% and a decrease in sales from closed stores amounting to $1.6 million. There were 89 selling days in the quarter ended December 29, 2012 as compared to 90 in the quarter ended December 24, 2011. Adjusting for days, comparable store sales decreased 4.9%.

Similar to transactions that occurred in previous years, during the quarter ended December 29, 2012, we completed the bulk sale of approximately $2.4 million of slower moving inventory to a barter company in exchange for barter credits. The barter transactions for the quarter ended December 29, 2012 decreased gross profit and operating expenses each by .2% of sales, as compared to the quarter ended December 24, 2011. There were $.3 million of barter transactions in the quarter ended December 24, 2011.

Sales were $536.1 million for the nine months ended December 29, 2012 as compared with $514.8 million in the nine months ended December 24, 2011. The sales increase of $21.3 million or 4.1%, was due to an increase of $56.1 million related to new stores. This was partially offset by a decrease in comparable store sales of 5.9% and a decrease in sales from closed stores amounting to $5.3 million. There were 270 selling days in the first nine months of fiscal 2013 and 271 days in the first nine months of fiscal 2012. Adjusting for days, comparable store sales decreased 5.6%.

For the nine months ended December 29, 2012 and December 24, 2011, we sold a total of $2.4 million and $3.2 million respectively, of slow moving inventory in exchange for barter credits.

At December 29, 2012, we had 918 Company-operated stores and three franchised locations as compared with 803 company-operated stores and three franchised locations at December 24, 2011. (At March 31, 2012, there were 803 Company-operated stores.) During the quarter ended December 29, 2012, we added 65 stores. No stores were closed during the quarter ended December 29, 2012. Year to date, we added 121 stores and closed six.

We believe that the decline in comparable store sales resulted mainly from the continued weak U.S. economy and the continuing impact of a mild winter in 2011, early 2012 and thus far through December 2012. With lack of consumer confidence and high unemployment, we believe that customers are continuing to defer tire purchases and service repairs, especially on higher ticket items. While it appears that some repairs and tire purchases are being deferred, most can only be deferred for a period of time due to safety issues or state inspection requirements.

Gross profit for the quarter ended December 29, 2012 was $69.6 million or 36.6% of sales as compared with $67.8 million or 38.4% of sales for the quarter ended December 24, 2011. The decrease in gross profit for the quarter ended December 29, 2012, as a percentage of sales, is due to several factors.

Distribution and occupancy costs increased as a percentage of sales from the prior year as we lost leverage on these largely fixed costs with lower overall comparable store sales.

Total material costs, including outside purchases, increased as a percentage of sales as compared to the prior year. This was primarily due to a shift in mix to the lower margin service and tire categories, the latter due in part to the acquisition of more tire stores. There was also an increase in outside purchases as our store personnel tend to reach for sales in slower economic times, performing some services they may not normally perform, requiring them to buy additional parts outside. These increases were partially offset by a decrease in oil costs as compared to the prior year, helped in part by our newly-negotiated oil pricing.

Labor costs were relatively flat as a percentage of sales as compared to the prior year.

Gross profit for the nine months ended December 29, 2012 was $207.6 million, or 38.7% of sales, as compared with $209.9 million or 40.8% of sales for the nine months ended December 24, 2011. The year-to-date decrease in gross profit as a percent of sales is due to increased material costs as described above, along with increased distribution and occupancy costs and labor costs, due to loss of leverage on lower comparable store sales.

Operating expenses for the quarter ended December 29, 2012 were $50.8 million or 26.7% of sales as compared with $45.1 million or 25.5% of sales for the quarter ended December 24, 2011. Increased operating expenses such as manager pay, advertising and supplies related to the fiscal 2013 acquired stores accounted for $4.9 million of the increase. Additionally, operating expenses were reduced last year by $1.7 million gain on the sale of seven stores in Long Island. Excluding that gain, operating expenses related to fiscal 2013 acquired stores and due diligence costs of $.8 million incurred this quarter related to the fiscal 2013 acquisitions, operating expenses are down a total of $1.7 million from the prior year third quarter. This demonstrates that on a comparable store basis, we experienced some leverage in this line through focused cost control and pay plans which appropriately adjust for performance.

For the nine months ended December 29, 2012, operating expenses increased by $13.4 million to $149.3 million from the comparable period of the prior year and were 27.9% of sales as compared to 26.4%. Accounting for the bulk of the increase were the aforementioned $1.7 million fiscal 2012 gain, $10.0 million of operating expenses related to the fiscal 2013 acquired stores and $1.5 million of due diligence costs, all totaling $13.2 million.

Operating income for the quarter ended December 29, 2012 of approximately $18.8 million decreased by 16.8% as compared to operating income of approximately $22.6 million for the quarter ended December 24, 2011, and decreased as a percentage of sales from 12.8% to 9.9%.

Operating income for the nine months ended December 29, 2012 of approximately $58.2 million decreased by 21.3% as compared to operating income of approximately $74.0 million for the nine months ended December 24, 2011, and decreased as a percentage of sales from 14.4% for the nine months ended December 24, 2011 to 10.9% for the nine months ended December 29, 2012.

Net interest expense for the quarter ended December 29, 2012 increased by $.3 million to $1.5 million and .8% as a percentage of sales, as compared to .7% for the same period in the prior year. The weighted average debt outstanding for the quarter ended December 29, 2012 increased by approximately $58.3 million as compared to the quarter ended December 24, 2011, primarily related to an increase in debt outstanding under our revolving Credit Facility agreement for the purchase of our recent acquisitions. Largely offsetting this increase was a decrease in the weighted average interest rate of approximately 370 basis points from the prior year due to a shift in the percentage of debt (revolver vs. capital leases) outstanding at a lower rate. Additionally, amortization of financing fees over the higher outstanding revolving credit balance for the quarter is causing a decrease in the weighted average interest rate.

Net interest expense for the nine months ended December 29, 2012 increased by approximately $.5 million as compared to the same period in the prior year, and increased .1% as a percentage of sales for the same periods. Weighted average debt increased by approximately $39.3 million and the weighted average interest rate decreased by approximately 270 basis points as compared to the same period of the prior year.

The effective tax rate for the quarter ended December 29, 2012 and December 24, 2011 was 35.4% and 36.9%, respectively, of pre-tax income.

The effective tax rate for the nine months ended December 29, 2012 and December 24, 2011 was 36.6% and 37.5%, respectively, of pre-tax income.

Net income for the quarter ended December 29, 2012 of $11.3 million decreased 16.9% from net income for the quarter ended December 24, 2011. Earnings per share on a diluted basis for the quarter ended December 29, 2012 of $.35 decreased 16.7%.

For the nine months ended December 29, 2012, net income of $34.4 million decreased 21.9% and diluted earnings per share of $1.07 decreased 21.9%.

Capital Resources and Liquidity

Capital Resources

Our primary capital requirements in fiscal year 2013 are for upgrading our facilities and systems, including the completion of the approximate $4.5 million expansion of our Rochester, New York office and warehouse facility which began in fiscal 2012, and the funding of our store expansion program, including potential acquisitions of existing store chains. For the nine months ended December 29, 2012, our primary capital requirements involved the funding of our fiscal year 2013 acquisitions totaling $146 million as well as the upgrading of facilities and systems and the funding of our store expansion program totaling $21.1 million. Funds for these capital expenditures were provided primarily by cash flow from operations and from our revolving credit facility.

We paid cash dividends of $12.7 million during the nine months ended December 29, 2012. In May 2012, our Board of Directors declared its intention to pay a regular quarterly cash dividend of $.10 per common share or common share equivalent beginning with the first quarter of fiscal year 2013. Our Board of Directors accelerated the record and payment date of the $.10 per share regular quarterly cash dividend for the fourth quarter such that the dividend was paid out together with the third quarter dividend in December 2012. This combined dividend of $.20 per share was payable on December 21, 2012 to shareholders of record as of December 11, 2012. However, the declaration of and any determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and credit facility restrictions, and such other factors as the Board of Directors deems relevant.

On December 30, 2012, we acquired 12 retail tire and automotive repair stores from Enger Auto Service Mentor, Inc. and nine retail tire and automotive repair stores from Tire King of Durham, Inc. These acquisitions were financed through our existing credit facility.

We also plan to continue to seek suitable acquisition candidates. We believe we have sufficient resources available (including cash and equivalents, net cash flow from operations and bank financing) to expand our business as currently planned for the next twelve months.

Liquidity

In June 2011, we entered into a five-year, $175 million revolving Credit Facility agreement with seven banks. The Credit Facility amended and restated, in its entirety, the Credit Facility previously entered into by Monro as of July 2005 and amended from time to time. The Credit Facility also provided an accordion feature permitting us to request an increase in availability of up to an additional $75 million.

In December 2012, the Credit Facility was amended to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates. There are now six banks participating in the syndication. There was $124 million outstanding at December 29, 2012. We were in compliance with all debt covenants at December 29, 2012.

Within the Credit Facility, we have a sub-facility of $40 million available for the purpose of issuing standby letters of credit. There was an outstanding letter of credit for $20 million at December 29, 2012.

The net availability under the Credit Facility at December 29, 2012 was $106 million.

Specific terms of the Credit Facility permit the payment of cash dividends not to exceed 50% of the prior year’s net income, and permit mortgages and specific lease financing arrangements with other parties with certain limitations. Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions. The agreement also requires the maintenance of specified interest and rent coverage ratios.

We have financed certain store properties and equipment with capital leases, which amounted to $49 million at December 29, 2012 and are due in installments through 2042.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued new accounting guidance that revises the manner in which entities present comprehensive income in their financial statements. The guidance removed the presentation options in previously issued accounting guidance on comprehensive income, and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The guidance does not change the items that must be reported in other comprehensive income. This guidance is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011. The adoption of this guidance in the first quarter of fiscal 2013 required new presentation of our Consolidated Financial Statements.

In September 2012, the Financial Accounting Standards Board issued updated guidance on the periodic testing of indefinite-lived intangible assets for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that indefinite-lived intangible assets might be impaired and whether it is necessary to perform further impairment testing required under current accounting standards. This guidance is applicable for fiscal years beginning after September 15, 2012, with early adoption permitted. As all our intangible assets have definitive lives, this guidance will have no impact on our Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from potential changes in interest rates. At December 29, 2012 and March 31, 2012, we had approximately $124.2 million and $5.7 million, respectively, of debt financing, excluding capital leases, of which approximately .5% and 11.7%, respectively, was at fixed interest rates and therefore, the fair value is affected by changes in market interest rates. Our cash flow exposure on floating rate debt would result in interest expense fluctuations of approximately $1.2 million based upon our debt position for the nine months ended December 29, 2012 and less than $.1 million for the fiscal year ended March 31, 2012, given a 1% change in LIBOR.

Item 4. Controls and Procedures

Disclosure controls and procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with the close of each fiscal quarter and under the supervision of the Chief Executive Officer and Chief Financial Officer, we conduct an update, a review and an evaluation of the effectiveness of our disclosure controls and procedures. It is the conclusion of our Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that our disclosure controls and procedures were effective.

Changes in internal controls

There were no changes in our internal control over financial reporting during the quarter ended December 29, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

MONRO MUFFLER BRAKE, INC.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party or subject to any legal proceedings other than certain claims and lawsuits that arise in the normal course of our business. We do not believe that such claims or lawsuits, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.

Item 6. Exhibits

Exhibits

10.11a – Amendment No. 1 to the Amended and Restated Credit Agreement, dated December 17, 2012 by and among with Company, the several financial institutions party, RBS Citizens, N.A., as Administrative Agent for Lenders, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, N.A. and Branch Banking and Trust Company, as Co-Documentation Agents.

10.72 – Supply Agreement, by and between the Company and Ashland Consumer Markets, as successor-in-interest to the Valvoline Company, a division of Ashland, Inc., dated August 1, 2012 and effective as of August 1, 2012. *

31.1 – Certification of John W. Van Heel pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2 – Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1 – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

101.CAL** - XBRL Taxonomy Extension Calculation Linkbase

101.INS** - XBRL Instance Document

101.LAB** - XBRL Taxonomy Extension Label Linkbase

101.PRE** - XBRL Taxonomy Extension Presentation Linkbase

101.SCH** - XBRL Taxonomy Extension Schema Linkbase

101.DEF** - XBRL Taxonomy Extension Definition Linkbase

*	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement of prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or deemed filed for purpose of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MONRO MUFFLER BRAKE, INC.

DATE: February 7, 2013	By:	/s/ John W. Van Heel
		John W. Van Heel
		Chief Executive Officer and President

DATE: February 7, 2013
	By:	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President-Finance, Treasurer and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX


Exhibit No.		Description

10.11a		Amendment No. 1 to the Amended and Restated Credit Agreement, dated December 17, 2012 by and among with Company, the several financial institutions party, RBS Citizens, N.A., as Administrative Agent for Lenders, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, N.A. and Branch Banking and Trust Company, as Co-Documentation Agents.

10.72		Supply Agreement, by and between the Company and Ashland Consumer Markets, as successor-in-interest to the Valvoline Company, a division of Ashland, Inc., dated August 1, 2012 and effective as of August 1, 2012. *

31.1		Certification of John W. Van Heel pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.INS**		XBRL Instance Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

101.SCH**		XBRL Taxonomy Extension Schema Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

*	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934.

Exhibit 10.11a

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 (this “ Amendment ”), dated as of December 17, 2012, by and among MONRO MUFFLER BRAKE, INC. (“ Borrower ”), the several financial institutions party hereto (“ Lenders ”), RBS CITIZENS, N.A. , as Administrative Agent for Lenders, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, N.A. and Branch Banking and Trust Company, as Co-Documentation Agents.

RECITALS

A. Borrower, Lenders, Administrative Agent, Syndication Agent and Co-Documentation Agents are parties to the Amended and Restated Credit Agreement dated as of June 13, 2011 (the “Credit Agreement” ). Unless otherwise defined herein, all capitalized terms used herein or in the Acknowledgement and Consent annexed hereto shall have the meanings ascribed to them in the Credit Agreement.

B. Borrower has requested that the Lenders increase their respective Committed Sums in the aggregate principal amount of $75,000,000.

C. Administrative Agent has advised Borrower that the Lenders are willing to agree to its requests on the terms and subject to the conditions set forth in this Amendment.

Accordingly, in consideration of the foregoing, the parties hereto hereby agree as follows:

1. Amendments to Credit Agreement .

(a) Change in Facility Committed Sum .

(i) Committed Sums . From and after the Amendment No. 1 Effective Date, the Committed Sum of each Lender shall be the amount stated beside such Lender’s name for the Facility on Schedule 1 to the Credit Agreement (as amended hereby and attached hereto as Exhibit A ) (which amount is subject to increase as provided in Section 2.6 to the Credit Agreement and to reduction and cancellation as provided in this Agreement, including, without limitation, the provisions of Section 2.5 ), and such amount (if changed) shall supersede and be deemed to amend the amount of such Lender’s Committed Sum as set forth on Schedule 1 to the Credit Agreement as in effect on the Effective Date.

(ii) Adjustment of Outstanding Borrowings. If any Borrowings are outstanding under the Credit Agreement on the Amendment No. 1 Effective Date, Lenders shall on the Amendment No. 1 Effective Date, at the direction of Administrative Agent, make appropriate adjustments among themselves in order to ensure that the amount (and Type) of the Borrowings outstanding to Borrower from each Lender under the Credit Agreement (as of the Amendment No. 1 Effective Date) are proportionate to Lenders’ respective Pro Rata Part, after giving effect to the increase in the Facility Committed Sum and the increase in the Committed Sums of each Lender. Borrower agrees and consents to the terms of this Section 1(a)(ii).

(b) Definitions .

(i) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in the appropriate alphabetical order:

Amendment No. 1 means Amendment No. 1 to Credit Agreement dated as of December 17, 2012 by and among the Borrower, the Lenders party thereto, the Syndication Agent, the Co-Documentation Agents and the Administrative Agent.

Amendment No. 1 Effective Date means the date that the conditions to the effectiveness of Amendment No. 1 have been satisfied.

(ii) The definition of Facility Maturity Date set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:

Facility Maturity Date means the earlier of (a) December 17, 2017, and (b) the effective date that Lenders’ commitments to lend under the Facility are otherwise cancelled or terminated in accordance with this Agreement.

(iii) The definition of Swing Line Maturity Date set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:

Swing Line Maturity Date means the earlier of (a) December 17, 2017 or (b) the date of the acceleration of maturity of the Swing Line Subfacility in accordance with Section 12 .

(c) Optional Increase in Facility Committed Sum . Section 2.6(a) of the Credit Agreement is hereby amended by deleting clause (iv) to the proviso to Section 2.6(a) in its entirety and substituting the following therefor:

(iv) immediately after such increase is made, the Facility Committed Sum shall not exceed $325,000,000.

(d) Schedule 1 .

(i) Schedule 1 to the Credit Agreement is hereby deleted in its entirety and Exhibit A to this Amendment is substituted therefor.

(ii) All references to “Schedule 1” in the Credit Agreement shall be deemed to refer to Schedule 1 as amended hereby.

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

(f) Facility Notes . All references to (i) a “Facility Note” or the “Facility Notes” or (ii) a “Note” or the “Notes” in the Credit Agreement or the other Loan Documents shall be deemed to refer to the Facility Notes issued pursuant hereto.

2. Conditions to Effectiveness . This Amendment shall be effective upon the satisfaction of each of the following conditions:

(a) Administrative Agent shall have received an executed counterpart of this Amendment signed by Borrower, the Lenders and Administrative Agent.

(b) Administrative Agent shall have received an executed counterpart of the Acknowledgement and Consent annexed hereto duly executed by the Guarantor.

(c) Administrative Agent shall have received a replacement Facility Note for each Lender, each signed on behalf of Borrower.

(d) Administrative Agent shall have received a certificate, dated as of the date of this Amendment, of the secretary or assistant secretary or other analogous counterpart of Borrower: (i) attaching a true and complete copy of the resolutions of its board of directors and of all other documents evidencing all necessary corporate or other action (in form and substance satisfactory to Administrative Agent) taken to authorize this Amendment and the other Loan Papers to which it is a party delivered in connection herewith and the transactions contemplated hereby; (ii) certifying that since the Effective Date its charter and bylaws have not been amended, restated, supplemented or otherwise modified in any respect (or, in the event of any such amendments, restatements, supplements or other modifications, attaching a true and complete copy of its charter and bylaws); (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign this Amendment and the other Loan Papers to which it is a party delivered in connection herewith, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the secretary of state of the jurisdiction of its incorporation.

(e) The representations and warranties contained in the Credit Agreement shall be true and correct in all material respects (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) and no Default, or Potential Default, shall exist.

(f) Administrative Agent shall have received all fees and other amounts due and payable in connection with this Amendment.

(g) Borrower shall have paid the reasonable fees and disbursements of counsel to Administrative Agent and Lenders in connection with this Amendment.

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.

(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, and (iii) neither this Amendment nor the execution, delivery and performance by Borrower hereof: (A) contravenes the terms of Borrower’s organization documents, (B) conflicts with or results in any breach or contravention of, or the creation of any Lien under, any document evidencing any contractual obligation to which Borrower is a party or any order, injunction, writ or decree to which Borrower or its property is subject, or (C) violates any requirement of law.

4. Effect; No Waiver .

(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 remains in full force and effect and is hereby ratified and confirmed.

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 any applicable law, or which Administrative Agent or the Majority Lenders may reasonably request, 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) THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS) OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA.

(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 shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

[ Signature pages follow .]

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.


MONRO MUFFLER BRAKE, INC.

By:		/s/ Catherine D’Amico
Name:		Catherine D’Amico
Title:		Chief Financial Officer


RBS CITIZENS, N.A. , as Administrative Agent and a Lender

By:		/s/ Peter M. Benham
Name:		Peter M. Benham
Title:		Senior Vice President


BANK OF AMERICA, N.A. , as Syndication Agent and a Lender

By:		/s/ Colleen M. O’Brien
Name:		Colleen M. O’Brien
Title:		Sr. Vice President


JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent and a Lender

By:		/s/ Thomas C. Strasenburgh
Name:		Thomas C. Strasenburgh
Title:		V.P. & Authorized Officer


BRANCH BANKING AND TRUST COMPANY, as Co-Documentation Agent and a Lender

By:		/s/ David Houser
Name:		David Houser
Title:		Vice President


KEYBANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Nancy B. Rencis
Name:		Nancy B. Rencis
Title:		Sr. Vice President


FIRST NIAGARA BANK, N.A., as a Lender

By:		/s/ Philip M. Hendrix
Name:		Philip M. Hendrix
Title:		Vice President

ACKNOWLEDGEMENT AND CONSENT

The undersigned Guarantor hereby (1) consents to the execution and delivery by Borrower of the foregoing Amendment; (2) agrees that the definition of “ Credit Agreement ” in the Guaranty to which it is a party (the “ Existing Guaranty ”) and the other Loan Papers to which it is a party is hereby amended to mean the Credit Agreement as modified by the foregoing Amendment; (3) reaffirms its continuing liability under the Existing Guaranty (as modified hereby); (4) reaffirms all of its agreements and obligations under the Security Documents; (5) reaffirms that all Obligations of Borrower under or in connection with the Credit Agreement as modified by the foregoing Amendment are “ Obligations ” as that term is defined in the Existing Guaranty and the Security Documents to which it is a party; (6) reaffirms that all such Obligations continue to be guaranteed by such Guarantor pursuant to the Existing Guaranty and secured by the Security Documents to which it is a party, which remain in full force and effect and are hereby ratified and confirmed; and (7) confirms and agrees that it is a Guarantor party to the Existing Guaranty and a Debtor party to the Security Agreement and that the Existing Guaranty, the Security Agreement and the other Loan Papers to which it is a party are, and shall continue to be, in full force and effect in accordance with their respective terms, as amended and modified hereby.

[ Signature page follows .]


MONRO SERVICE CORPORATION

By:		/s/ David M. Baier
Name:		David M. Baier
Title:		President

EXHIBIT A TO AMENDMENT NO. 1

S CHEDULE 1

Parties, Addresses, Committed Sums and Wiring Information

Borrower and other Companies

Monro Muffler Brake, Inc.

200 Holleder Parkway

Rochester, New York 14615

Attn: Catherine D’Amico, Executive Vice President of Finance,

Chief Financial Officer, and Treasurer

Facsimile: (585) 647-0941

Telephone: (585) 647-6400 x335

E-mail: cdamico@monro.com

Administrative Agent

RBS Citizens, N.A.

28 State Street

15 ^th Floor

Boston, Massachusetts 02109

Attn: Daniel Bernard, Senior Vice President

Facsimile: (617) 263-0439

Telephone: (617) 994-7170

E-mail: daniel.bernard@rbscitizens.com

copy to:

Emmet, Marvin & Martin LLP

120 Broadway

New York, New York 10271

Attn: Richard S. Talesnick

Facsimile: (212) 238-3100

Telephone: (212) 238-3046

E-mail: rtalesnick@emmetmarvin.com


LENDERS	COMMITTED SUM
RBS Citizens, N.A. 28 State Street, 15 ^th Floor Boston, Massachusetts 02109 Attn: Daniel Bernard, Senior Vice President Facsimile: (617) 263-0439 Telephone: (617) 994-7170 E-mail: daniel.bernard@rbscitizens.com	$	52,000,000.00

Bank of America, N.A. One East Avenue Rochester, New York 14638 Attn: Colleen O’Brien, Senior Vice President Facsimile: (312) 453-6274 Telephone: (585) 546-9362 E-mail: colleen.m.o’brien@baml.com	$	52,000,000.00

JPMorgan Chase Bank, N.A. One Chase Square, T-9 Rochester, New York 14643 Attn: Thomas Strasenburgh Facsimile: (585) 797-1880 Telephone: (585) 797-0184 E-mail: thomas.strasenburgh@chase.com	$	34,000,000.00

Branch Banking and Trust Company 200 West 2 ^nd Street, 16 ^th Floor Winston Salem, North Carolina 27101 Attn: Kenneth Blackwell Facsimile: (336) 733-2740 Telephone: (336) 733-2751 E-mail: KMBlackwell@BBandT.com	$	41,500,000.00

KeyBank National Association 1700 Bausch & Lomb Place Rochester, New York 14614 Attn: Nancy Rencis, Senior Vice President Facsimile: (585) 238-4174 Telephone: (585) 238-4190 E-mail: Nancy_B_Rencis@keybank.com	$	41,500,000.00

First Niagara Bank, N.A.

777 Canal View Boulevard, Suite 100

Rochester, New York 14623

Attn: Phil Hendrix, Vice President

Facsimile: (585) 427-0093

Telephone: (585) 770-1690

E-mail: philip.hendrix@fnfg.com

29,000,000.00

Facility Committed Sum

250,000,000.00

Exhibit 10.72

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH PORTIONS ARE DESIGNATED “***”.

THIS SUPPLY AGREEMENT (“Agreement”), is effective as of the 1st day of August, 2012 (the “Effective Date”), between Ashland Consumer Markets, a commercial business unit of Ashland Inc., a Kentucky corporation, with a mailing address of P. O. Box 14000, Lexington, Kentucky 40512, Attention: Vice President National Accounts, (“ACM”), and Monro Service Corporation (“CUSTOMER”), a Delaware corporation, with a mailing address of 200 Holleder Parkway, Rochester, NY 14615.

W I T N E S S E T H:

WHEREAS, the Customer purchases and supplies all of the products used at the retail locations operated by Monro Muffler Brake, Inc. (“Monro”), all of which are identified on the attached Schedule A , which Schedule will be amended from time to time to reflect locations opened, acquired or closed by Monro during the term hereof (the “Monro Locations”);

IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IN THIS AGREEMENT, and other good, valuable and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, ACM hereby agrees to sell and deliver, and CUSTOMER hereby agrees to purchase, receive and pay for, the Valvoline ^® products described below for use at the Monro Locations on the following terms and conditions:

1. TERM. This Agreement shall be in effect for a term from August 1, 2012 through July 31, 2017. CUSTOMER expressly agrees that the consideration for this Agreement is independent of any other agreement between CUSTOMER and ACM. This Agreement shall remain in effect unless terminated pursuant to the provisions hereof regardless of the termination or expiration of any other agreement between CUSTOMER and ACM.

2. PRIOR AGREEMENTS, RIGHTS AND OBLIGATIONS. This Agreement supersedes in its entirety the original Supply Agreement, dated as of December 1, 2010 (“2010 Agreement” or “Original Agreement”), by and between CUSTOMER and ACM.

For all amounts owed by ACM to CUSTOMER pursuant to the Original Agreement, CUSTOMER shall receive, no later than November 15, 2012, one or more credit memos (with reasonable back-up documentation to support such calculation) from ACM to be used by CUSTOMER against any balance owed.

3. PRODUCTS. ACM shall sell and deliver, and CUSTOMER shall purchase, pay and provide safe access for the delivery of the following VALVOLINE ^® products (“Products”):

(i)

Valvoline ^® motor oils, greases and other lubricants; and

(ii)

Valvoline ^® Professional Series products (as now or hereinafter constituted).

CUSTOMER shall exclusively use and sell the Products at the Monro Locations; provided, however, that CUSTOMER shall be permitted, during the term hereof, and in its sole discretion, to purchase any or all oil filters and air filters from a foreign (non-domestic) supply source.

4. PRICE/PAYMENT.

(i)

As of the Effective Date of this Agreement, CUSTOMER shall begin paying ACM the applicable “Invoice” amounts for the Products, as outlined in Schedule B attached hereto (the “Invoice Amounts”).

(ii)

Thereafter, price adjustments to the Invoice Amounts shall follow the guidelines established on Schedule C .

(iii)

CUSTOMER agrees to negotiate *** prices with ACM, and make appropriate adjustments according to the price adjustment timing outlined in Schedule C.

(iv)

CUSTOMER is responsible for payment of all applicable taxes, fees and other government-imposed charges, whether or not included in such prices. If compliance with law prevents ACM from charging or CUSTOMER from paying the price provided in this Agreement, any resulting failure to perform shall be excused pursuant to Section 6 hereof. Each delivery hereunder shall be considered a separate sale.

5. PRODUCT IDENTIFICATION. ACM shall have the right at any time to change or discontinue use of any trademark, service mark, grade designation, trade dress, trade name or other indication of source of origin (“Marks”) under which the Products are sold. If ACM discontinues the use of any Mark which the CUSTOMER, in its sole discretion, deems as being detrimental to its on-going business, the CUSTOMER shall have the right to terminate this Agreement under the conditions outlined below. CUSTOMER shall use its best efforts to maintain the quality, good name and reputation of ACM and the Products. Only the Products shall be stored or sold using any equipment or container which bears the Marks. ACM grants to CUSTOMER a license to use the Marks only to identify the Products, and store and advertise the Products. CUSTOMER shall not alter in composition, co-mingle with products from other sources, or otherwise adulterate the Products. CUSTOMER shall not bring or cause to be brought any proceedings, either administrative or judicial in nature, contesting ACM’s ownership of rights to, or registrations of the Marks.

6. FORCE MAJEURE . The parties to this Agreement shall not be responsible for any delay or failure to perform under this Agreement (other than to make payments when due hereunder) if delayed or prevented from performing by act of God; transportation difficulty; strike or other industrial disturbance; any law, regulation, ruling, order or action of any governmental authority; any allocation or shortage of product, as determined by ACM in its sole discretion; or any other cause or causes beyond such party’s reasonable control whether similar or dissimilar to those stated above. It is specifically acknowledged that any amount of Product that ACM fails to provide to CUSTOMER pursuant to the terms of this Section will be credited towards this Agreement.

7. COMPLIANCE WITH LAWS/TAXES. CUSTOMER shall, at its own expense, (i) comply with all applicable laws, regulations, rulings and orders, including without limitation those relating to taxation, workers’ compensation, and environmental protection; and (ii) obtain all necessary licenses and permits for the purchase and sale of the Products.

8. ACM’S RIGHT TO INSPECT. ACM, or its authorized agents, shall have the right, but not the obligation, to inspect CUSTOMER’s premises, sample, monitor or test any motor oil, grease or filter offered for sale, and to inspect or test any tank, line, pump, dispenser, or other operating equipment, including without limitation equipment owned by CUSTOMER, used at CUSTOMER’s premises bearing the Marks, or being represented to contain the Products, at any time during business hours. ACM shall provide CUSTOMER with reasonable advance notice of intent to inspect.

9. TERMINATION; REMEDIES. This Agreement may be terminated only by mutual consent of the parties in writing or if any one or more of the following events occur (and excluding the provisions of Section 12, which section shall stand on its own) during the term of this Agreement:

(i)

by ACM if CUSTOMER defaults in the performance of or breaches any provision of Section 5 of this Agreement and fails to cure such default within fifteen (15) days after written notice of breach;

(ii)

by ACM or CUSTOMER, as the case may be, if any payment due hereunder is unpaid when due and remains unresolved for thirty (30) days after written notice from ACM to CUSTOMER or CUSTOMER to ACM, as the case may be;

(iii)

by either party if the other party materially defaults in the performance of or breaches any other provision of this Agreement and does not cure the same within thirty (30) days after notice of such default or breach;

(iv)

by either party if, with respect to the other party, any proceeding in bankruptcy is filed, or any order for relief in bankruptcy is issued, by or against either party, or if a receiver for either party or the Premises is appointed in any suit or proceeding brought by or against either party, or if there is an assignment by either party for the benefit of that party’s creditor(s);

(v)

by CUSTOMER if ACM is acquired, either directly or indirectly, through the sale of assets, merger, or otherwise; or

(vi)

by ACM if the CUSTOMER is acquired, either directly or indirectly, through the sale of assets, merger, or otherwise.

Upon the early termination of this Agreement under the terms of Section 9 hereof (the “Early Termination”), all amounts due and owing to either party, including, but not limited to any credits to CUSTOMER calculated in accordance with Section 11 hereof and Schedules B and C attached hereto, shall be calculated and paid or issued, as the case may be, pro rata to the effective date of such Early Termination. Nothing contained herein shall be deemed to limit or otherwise restrict any right, power, or remedy of either party. All rights, powers, and remedies shall be cumulative and concurrent and the exercise of one or more rights, powers or remedies existing under this Agreement or now or hereafter existing at law or in equity, shall not preclude the subsequent exercise by either party of any other right, power or remedy.

In the event that a change of control of ACM shall result in a party, person or corporate entity controlling a majority share of ACM and such party, person or corporate entity shall be a citizen of, or based in, a country which is, or becomes, listed on the United States of America’s Department of State’s Office of Defense Trade Control’s Embargo Reference Chart, the CUSTOMER shall have the immediate right to terminate this agreement without penalty, assessment of liquidated damages or prior notification.

10. NOTICE. Any written notice required or permitted to be given under this Agreement shall be sufficient for all purposes hereunder if in writing and personally delivered or sent by any means providing for return receipt to the address provided for the party in question in the heading of this Agreement. Any party may change the mailing address or other information provided for it in the heading hereof by written notice given in accordance with this Section 10.

11. PROMOTIONAL AND MARKETING SUPPORT.

(i)

For each annual period during the Term of the Agreement, ACM agrees to provide a credit (the “Development Credit”) to CUSTOMER, of *** for each gallon of Products specifically identified on Schedule B purchased by CUSTOMER during such annual period.

(ii)

In consideration of continuing as the exclusive supplier to CUSTOMER of the Products listed in Section 3(i) of the Agreement, ACM agrees to provide a monthly promotional credit to CUSTOMER calculated as the “Promotional Amount” for each applicable Product Item, as set forth on Schedule B to the Agreement, multiplied by the number of gallons of such Product Item purchased during the preceding calendar month of the Agreement (in the aggregate, for all applicable units during any calendar month, the “Promotional Credit”). Each Promotional Credit shall be issued by ACM to CUSTOMER via credit memo (with reasonable back-up to support the calculation) no later than forty-five (45) days after the applicable calendar month-end, which credit memo may be used by CUSTOMER against any balance owed to ACM; provided, however that the credit memo issued for the Promotional Credit calculated for the months of August and September 2012 shall be issued no later than November 15, 2012.

(iii)

The Promotional Amounts for all applicable Product Items listed on Schedule B shall be increased by the amount set forth in the following table, upon CUSTOMER’s attainment of the specified volume levels (calculated during the term hereof on a trailing twelve (12) month calendar basis):


*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** gallons			***
*** or more gallons			***

(iv)

In addition, the Promotional Amounts for all applicable Product Items listed on Schedule B shall be increased by the amount set forth in the following table, upon CUSTOMER’s attainment of the specified assortment mix of premium (synthetic blend and full synthetic) lubricants as a percentage of all lubricants purchased hereunder (calculated during the term hereof on a trailing twelve (12) month calendar basis):


*** premium			***
*** premium			***
*** premium			***
*** premium			***
*** premium			***
*** premium			***
*** premium or higher			***

(v)

In consideration of continuing as the exclusive supplier to CUSTOMER of the Products listed in Section 3 of the Agreement, ACM agrees to provide a one-time credit to CUSTOMER of *** no later than December 1, 2012.

12. FREIGHT. ACM agrees to deliver product to the CUSTOMER at up to five (5) warehouse destinations, freight prepaid, FOB the CUSTOMER’s receipt address for regular stock orders meeting prepaid shipment minimums. Freight will be prepaid on orders of *** units or more. For orders less than *** units, freight will be added to the bottom of the invoice. ACM agrees to allow the CUSTOMER to transport orders from the ACM’s designated shipping/receiving point. If CUSTOMER shall transport from ACM, ACM will issue a credit to the CUSTOMER equaling the prevailing freight charge of ACM’s preferred motor carrier.

13. TURN TIME. Except for events of force majeure contemplated by Section 6, all orders will be shipped within five (5) working days from receipt of order.

14. STOCK ADJUSTMENT. Annual obsolescence stock return for filter product will be allowed in the amount of *** of the previous year’s purchases. No handling charge will be assessed for goods in salable condition. Salable condition is defined as packaging that is clean and free of all pricing stickers, marks, scratches, and in good physical condition.

15. PRODUCT DEFECT/WARRANTY.

ACM shall be liable for any filter warranty claims by CUSTOMER or others arising from CUSTOMER’S use of oil or air filters obtained through ACM, whether under this Agreement, or any preceding Agreement(s) .

The remedy set forth in Section 16.A is CUSTOMER’s exclusive remedy with respect to filter warranty claims on the Products.

16. ETHICAL BUSINESS PRACTICE. Through an adherence to the provisions of CUSTOMER’S “Code of Ethics” and the “Business Responsibilities of an Ashland Employee”, all employees of Customer and ACM, respectively, are required to maintain the highest standards of honesty, integrity and trustworthiness. As such, both parties’ affirm that they will conduct themselves, with respect to this Agreement, in accordance with these applicable standards.

17. PRODUCT CATALOGS. ACM agrees to provide complete and accurate filter catalog information to CUSTOMER. All electronic data must be supplied in the then-current format specified by the Automotive Aftermarket Industry Association (“AAIA”).

ACM shall facilitate the delivery of electronic information providing filter coverage for a minimum of 95% of all vehicles serviced by CUSTOMER during the current and preceding twenty (20) years;

Electronic information shall be provided at least semi-annually, and provided in its entirety;

Electronic information shall provide the correct ACM part information for the specific vehicle application as well as ACM’s chosen manufacturer’s part information, without regard to CUSTOMER’S decision to stock such part; and

ACM shall provide, upon release of same, a quantity of each catalog, specification guide or other such media, in an amount sufficient to supply each location operated or managed by CUSTOMER.

ACM will reimburse CUSTOMER for the cost of an electronic subscription to ***.

Failure to provide catalog information as outlined above will result in CUSTOMER obtaining the electronic information and/or print catalog editions in a manner most expeditious and beneficial to CUSTOMER. ACM agrees to reimburse CUSTOMER for any and all costs associated with having to obtain catalog information from alternate source(s), not to exceed ***.

18. LIQUIDATED DAMAGES. In the event that this Agreement is terminated by CUSTOMER without cause (and excluding reasons set forth and described in Section 9, CUSTOMER shall pay to ACM as liquidated damages (and not as a penalty) an amount as outlined below. The entire amount of such liquidated damages shall be paid to ACM within thirty (30) days of the effective date of the termination of this Agreement. The sum of the liquidated damages shall be calculated at the rate of ***.

This provision shall not be construed as a waiver by ACM of any other damages to which it may be entitled as a result of such early termination and/or breach of this Agreement by CUSTOMER.

19. PRICING ON NEW PRODUCTS. In the event Valvoline introduces new products (“New Products”) to its product line during the Term of this Agreement, based upon *** ACM agrees that CUSTOMER’s pricing on the New Products will be subject to *** on the New Products as provided for in this Agreement.

20. INDEPENDENT CONTRACTOR. The business conducted by CUSTOMER at CUSTOMER’s premises shall be the independent business of CUSTOMER, and the entire control and direction of the activities of such business shall be and remain with CUSTOMER. CUSTOMER shall not be the employee or agent of ACM, and CUSTOMER shall make no representation to the contrary.

21. TIME OF THE ESSENCE/WAIVER. In performing all obligations under this Agreement, time is of the essence. The failure of any party hereto to exercise any right such party may have with respect to breach of any provision of this Agreement shall not impair or be deemed a waiver of such party’s rights with respect to any continuing or subsequent breach of the same or any other provision of this Agreement.

22. EXECUTION AND ACCEPTANCE. This Agreement or any modification hereof shall not be binding upon ACM until it has been duly accepted by ACM, as evidenced by the signature of one of ACM’s authorized officers or representatives in ACM’s Lexington, Kentucky offices, with an executed counterpart delivered to CUSTOMER. Commencement of business between the parties prior to such acceptance, signature and delivery of a counterpart shall not be construed as a waiver by ACM of this condition.

23. ENTIRETY OF CONTRACT . This writing is intended by the parties as the final, complete and exclusive statement of the terms, conditions and specifications of their agreement and is intended to supersede all previous oral or written agreements and understandings between the parties relating to its specific subject matter. No employee or agent of ACM has authority to make any statement, representation, promise or agreement not contained in this Agreement. No prior stipulation, agreement, understanding or course of dealing between the parties or their agents with respect to the subject matter of this Agreement shall be valid or enforceable unless embodied in this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be valid or enforceable unless in writing and signed by all parties to this Agreement. This Agreement shall supersede, and shall not be modified or amended in any way by the terms of, any purchase order which may be issued by CUSTOMER for the purchase of product hereunder.

24. SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, the application of such provision to any other person or circumstance and the remainder of this Agreement will not be affected thereby and will remain in full effect.

25. GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AND SHALL BE DEEMED TO HAVE BEEN MADE AT ROCHESTER, NEW YORK. Any dispute, claim or controversy arising out of or related to this Agreement (or any of the Agreements attached hereto as exhibits) or breach, termination or validity thereof, may be, by mutual consent of the parties, settled by arbitration conducted expeditiously in accordance with the commercial Arbitration Rules of the American Arbitration

Association (“AAA”). Within ten (10) business days of the filing of arbitration, the parties shall select a sole independent and impartial arbitrator in accordance with such Rules. If the parties mutually agree to arbitration, but are unable to agree upon an arbitrator within such period, the AAA will appoint an arbitrator on the eleventh (11 ^th ) day, which arbitrator shall be experienced in commercial matters. The arbitrator will issue findings of fact and conclusions of law to support his/her opinion and is not empowered to award damages in excess of compensatory damages. The place of arbitration shall be Rochester, New York. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Notwithstanding any of the foregoing, either party may seek remedies through the courts, including, without limitation, injunctive relief, prior and without prejudice to arbitration in accordance with this provision. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY HEREUNDER.

Notwithstanding anything contained in this Agreement, ACM shall not be liable in any arbitration, litigation or other proceeding for anything other than actual, compensatory damages.

26. RENEWABILITY. This Agreement has an established term and shall not automatically renew upon its expiration. If mutually desired, the Parties agree to terminate this agreement and replace it with another Agreement prior to the expiration of the established term of this Agreement.

IN WITNESS WHEREOF , the parties hereto have set their hands as of the 9 ^th day of November, 2012.


Monro Service Corporation		Ashland Consumer Markets, a Commercial Business Unit of Ashland Inc

By:	/s/ David M. Baier	By:	/s/ Thomas A. Gerrald
Print Name:	David M. Baier	Print Name:	Thomas A. Gerrald III
Title:	President	Title:	Vice President

Valvoline Supply Agreement

Schedule A


Shop	Address	City	State	Zip	Phone	Brand
77	451 Memorial Drive	Chicopee	MA	01020	(413) 594-9161	Monro
994	572 Holyoke St	Ludlow	MA	01056	(413) 583-6872	Tire Warehouse
189	326 King Street	Northampton	MA	01060	(413) 586-3266	Monro
524	950 Memorial Avenue	W. Springfield	MA	01089	(413) 737-3249	Monro
956	818 Memorial Ave	W Springfield	MA	01089	(413) 732-9787	Tire Warehouse
71	1971 Boston Road	Wilbraham	MA	01095	(413) 543-8027	Monro
219	6 Cheshire Road	Pittsfield	MA	01201	(413) 448-2535	Monro
998	316 W Housatonic St	Pittsfield	MA	01201	(413) 442-9810	Tire Warehouse
359	514 Pittsfield Road	Lenox	MA	01240	(413) 442-6426	Monro
148	211 State Road	North Adams	MA	01247	(413) 664-0306	Monro
799	265 Summer Street	Fitchburg	MA	01420	(978) 342-8290	Monro
999	212 Bemis Rd	Fitchburg	MA	01420	(978) 345-7335	Tire Warehouse
997	658 Pearl St	Gardner	MA	01440	(978) 630-4405	Tire Warehouse
1134	45 North Main Street	Leominster	MA	01453	(978) 534-1100	Monro
639	115 Erdman Way	Leominster	MA	01453	(978) 466-1345	Monro @ BJ’s
376	777 Washington Street	Auburn	MA	01501	(508) 721-9530	Monro @ BJ’s
433	440A Southbridge Street	Auburn	MA	01501	(508) 832-9651	Monro
968	1136 Main St	Clinton	MA	01510	(978) 368-8452	Tire Warehouse
304	511 East Main Street	Southbridge	MA	01550	(508) 764-4185	Monro
424	605 Park Avenue	Worcester	MA	01603	(508) 757-2334	Monro
440	420 Belmont Street	Worcester	MA	01604	(508) 755-9387	Monro
965	195 Grove St	Worcester	MA	01605	(508) 755-6682	Tire Warehouse
437	751 Worcester Road	Framingham	MA	01701	(508) 875-7255	Monro
354	311 Eliot Street	Ashland	MA	01721	(508) 231-0834	Monro
350	1194 Main Street	Haverhill	MA	01830	(978) 372-7811	Monro
966	773 River St	Haverhill	MA	01832	(978) 372-9946	Tire Warehouse
436	99 Winthrop Avenue	Lawrence	MA	01843	(978) 688-2900	Monro
438	77 Chelmsford Street	Lowell	MA	01851	(978) 458-8499	Monro
961	236 Chelmsford St	Lowell	MA	01851	(978) 458-0707	Tire Warehouse
434	194 Endicott Street	Danvers	MA	01923	(978) 777-3490	Monro
421	685 Providence Highway	Dedham	MA	02026	(781) 329-6420	Monro
662	100 Corporate Drive	Franklin	MA	02038	(508) 528-0467	Monro @ BJ’s
655	901 Technology Center Drive	Stoughton	MA	02072	(781) 341-1932	Monro @ BJ’s
442	1271 Dorchester Avenue	Dorchester	MA	02122	(617) 436-3151	Monro
427	1576 Blue Hill Avenue	Mattapan	MA	02126	(617) 296-0400	Monro
428	223 Washington Street	Somerville	MA	02143	(617) 625-7270	Monro
435	20 Revere Beach Parkway	Medford	MA	02155	(781) 395-5305	Monro
443	500 Southern Artery	Quincy	MA	02169	(617) 770-0155	Monro
449	706 Adams Street	Quincy	MA	02169	(617) 472-0511	Monro
643	85 Cedar Street	Stoneham	MA	02180	(781) 481-9106	Monro @ BJ’s
423	966 Commonwealth Avenue	Boston	MA	02215	(617) 277-0674	Monro
439	642 Crescent Street	Brockton	MA	02302	(508) 583-2835	Monro


441	1335 Washington Street	Hanover	MA	02339	(781) 826-7341	Monro
446	37 Main Street	Kingston	MA	02364	(781) 585-7507	Monro
431	209 Lexington Street	Waltham	MA	02452	(781) 899-2040	Monro
430	926 Boylston Street	Newton	MA	02461	(617) 527-7260	Monro
429	390 Arsenal Street	Watertown	MA	02472	(617) 923-7766	Monro
422	102 Falmouth Road	Hyannis	MA	02601	(508) 771-7702	Monro
611	287 Washington Street	S. Attleboro	MA	02703	(508) 761-4434	Monro @ BJ’s
573	129 Rhode Island Avenue	Fall River	MA	02724	(508) 676-3465	Monro
645	460 State Road	N. Dartmouth	MA	02747	(508) 990-0094	Monro @ BJ’s
425	469 South Street West	Raynham	MA	02767	(508) 823-2557	Monro
347	742 GAR Highway	Swansea	MA	02777	(508) 679-5141	Monro
610	790 Centre of New England Blvd.	Coventry	RI	02816	(401) 821-8500	Monro @ BJ’s
574	833 West Main Road	Middletown	RI	02842	(401) 846-8550	Monro
580	1427 Newport Avenue	Pawtucket	RI	02861	(401) 723-5810	Monro
579	645 Metacom Avenue	Warren	RI	02885	(401) 247-0422	Monro
577	1640 Post Road	Warwick	RI	02888	(401) 737-0480	Monro
578	449 Clinton Street	Woonsocket	RI	02895	(401) 769-7672	Monro
969	401 Clinton Street	Woonsocket	RI	02895	(401) 762-0115	Tire Warehouse
576	62 Carpenter Street	Providence	RI	02903	(401) 751-6612	Monro
967	852 Elmwood Ave	Providence	RI	02907	(401) 941-5858	Tire Warehouse
575	930 Broadway	E. Providence	RI	02914	(401) 438-5895	Monro
583	1400 Atwood Avenue	Johnston	RI	02919	(401) 942-2292	Monro
970	1170 Oaklawn Avenue	Cranston	RI	02920	(401) 463-3177	Tire Warehouse
313	107 Route 101A	Amherst	NH	03031	(603) 881-9447	Monro
1001	17 Tsienneto Road	Derry	NH	03038	(603) 421-1767	Tire Warehouse
973	548 Mast Road	Goffstown	NH	03045	(603) 624-5135	Tire Warehouse
336	250 Lowell Road	Hudson	NH	03051	(603) 598-8636	Monro
962	183 Lowell Rd	Hudson	NH	03051	(603) 883-3199	Tire Warehouse
284	348 Daniel Webster Highway	Merrimack	NH	03054	(603) 424-1432	Monro
614	70 Cluff Road	Salem	NH	03079	(603) 893-9018	Monro @ BJ’s
964	960 Gold St	Manchester	NH	03103	(603) 627-4566	Tire Warehouse
311	909 Hanover Street	Manchester	NH	03104	(603) 645-6368	Monro
335	1323 Hooksett Road	Hooksett	NH	03106	(603) 629-9210	Monro
228	936 Central Street	Franklin	NH	03235	(603) 934-3314	Monro
963	113 Manchester St	Concord	NH	03301	(603) 224-6661	Tire Warehouse
972	39 Fisherville Rd	Concord	NH	03303	(603) 226-0007	Tire Warehouse
954	580 Main Street	Keene	NH	03431	(603) 352-7272	Cheshire Tire
988	492-B Main St	Keene	NH	03431	(603) 352-4925	Tire Warehouse
989	3 Mr Arthur Dr	W Chesterfield	NH	03466	(603) 256-8980	Tire Warehouse
960	760 Meadow St	Littleton	NH	03561	(603) 444-3378	Tire Warehouse
996	5 2nd St	Claremont	NH	03743	(603) 542-2316	Tire Warehouse
992	35 Interchange Dr	West Lebanon	NH	03784	(603) 298-8849	Tire Warehouse
637	1801 Woodbury Avenue	Portsmouth	NH	03801	(603) 433-6305	Monro @ BJ’s
987	20 Longmeadow Road	Portsmouth	NH	03801	(603) 431-4177	Tire Warehouse
986	160 Epping Rd	Exeter	NH	03833	(603) 778-1053	Tire Warehouse


272	308 Lafayette Road	Hampton	NH	03842	(603) 926-4019	Monro
300	31 Waltons Way	Somersworth	NH	03878	(603) 740-9477	Monro
974	426 Route # 108	Somersworth	NH	03878	(603) 692-3605	Tire Warehouse
241	40 Portsmouth Avenue	Stratham	NH	03885	(603) 778-7749	Monro
985	2239 Portland Rd	Arundel	ME	04046	(207) 985-0065	Tire Warehouse
796	1215-B Roosevelt Trail	Raymond	ME	04071	(207) 655-2315	Monro
957	1215-A Roosevelt Trail	Raymond	ME	04071	(207) 655-6985	Tire Warehouse
977	347 US Rt. #1	Scarborough	ME	04074	(207) 883-5308	Tire Warehouse
975	24 Topsham Fair Mall Drive	Topsham	ME	04086	(207) 725-7020	Tire Warehouse
699	731 U.S. Route One	Yarmouth	ME	04096	(207) 846-9018	Tire Warehouse
613	513 Warren Avenue	Portland	ME	04103	(207) 878-6577	Monro @ BJ’s
982	195 Riverside St	Portland	ME	04103	(207) 828-1622	Tire Warehouse
984	19 Stevens Mills Rd	Auburn	ME	04210	(207) 786-7710	Tire Warehouse
978	1455 Lisbon St	Lewiston	ME	04240	(207) 784-8218	Tire Warehouse
1037	91 Bangor Street	Augusta	ME	04330	(207) 622-7656	Tire Warehouse
979	1108 Hammond St	Bangor	ME	04401	(207) 942-0708	Tire Warehouse
976	589 Wilson St	Brewer	ME	04412	(207) 989-1666	Tire Warehouse
980	156 Rideout St	Waterville	ME	04901	(207) 873-3948	Tire Warehouse
981	152 Searsport Ave	Belfast	ME	04915	(207) 338-3733	Tire Warehouse
983	15 Waterville Road	Skowhegan	ME	04976	(207) 858-0823	Tire Warehouse
1000	240 Benmont Ave	Bennington	VT	05201	(802) 447-8521	Tire Warehouse
991	919 Shelburne Rd	South Burlington	VT	05403	(802) 863-4014	Tire Warehouse
246	114 Pearl Street	Essex Junction	VT	05452	(802) 878-2677	Monro
995	1063 U.S. Route 302	Berlin	VT	05641	(802) 476-4472	Tire Warehouse
990	121 S Main St	Rutland	VT	05701	(802) 773-7488	Tire Warehouse
92	656 Farmington Avenue	Bristol	CT	06010	(860) 582-3197	Monro
670	211 Albany Turnpike, P.O. Box 448	Canton	CT	06019	(860) 693-8405	Monro
196	3000 Main Street	Glastonbury	CT	06033	(860) 633-0570	Monro
514	325 Broad Street	Manchester	CT	06040	(860) 646-7653	Monro
334	963 West Main Street	New Britain	CT	06053	(860) 826-8678	Monro
515	615 Hartford Road	New Britain	CT	06053	(860) 224-4493	Monro
192	548 Talcottville Road	Vernon	CT	06066	(860) 871-6955	Monro
295	2009 Silas Deane Highway	Rocky Hill	CT	06067	(860) 257-9414	Monro
230	60 Freshwater Blvd.	Enfield	CT	06082	(860) 741-5158	Monro
308	200 New Hartford Road	Winsted	CT	06098	(860) 738-1336	Monro
510	330 Prospect Avenue (2135 Park Street)	Hartford	CT	06106	(860) 233-8273	Monro
513	3334 Berlin Turnpike	Newington	CT	06111	(860) 666-7778	Monro
521	431 Main Street	E. Hartford	CT	06118	(860) 569-7037	Monro
194	317 N. Frontage Road	New London	CT	06320	(860) 440-3772	Monro
207	557 W. Main Street	Norwich	CT	06360	(860) 886-8266	Monro
349	885 South Main Street	Cheshire	CT	06410	(203) 272-5660	Monro
152	240 East Main Street	Clinton	CT	06413	(860) 669-1975	Monro
248	56 Division Street	Derby	CT	06418	(203) 735-7101	Monro
607	556 Boston Post Road	Guilford	CT	06437	(203) 458-1658	Monro
205	1043 Bridgeport Avenue	Milford	CT	06460	(203) 874-0352	Monro
213	901 Boston Post Road	Old Saybrook	CT	06475	(860) 388-1016	Monro


508	445 Queen Street	Southington	CT	06489	(860) 628-9488	Monro
156	918 N. Colony Road	Wallingford	CT	06492	(203) 269-3301	Monro
171	789 Foxon Road	E. Haven	CT	06512	(203) 469-2422	Monro
516	1941 Dixwell Avenue	Hamden	CT	06514	(203) 287-0343	Monro
185	1177 Orange Avenue (Route 1)	West Haven	CT	06516	(203) 937-8338	Monro
195	62 Skiff Street	Hamden	CT	06517	(203) 248-4786	Monro
296	201 Amity Road	Woodbridge	CT	06525	(203) 389-9770	Monro
517	649 West Main Street	Waterbury	CT	06702	(203) 755-9644	Monro
511	1040 Wolcott Road	Waterbury	CT	06716	(203) 755-5501	Monro
200	774 Rubber Avenue	Naugatuck	CT	06770	(203) 729-0038	Monro
163	150 Danbury Road	New Milford	CT	06776	(860) 354-1233	Monro
178	984 Main Street (Route 63)	Watertown	CT	06795	(860) 945-6537	Monro
98	26A Newtown Road (Route 6)	Danbury	CT	06810	(203) 730-9905	Monro
160	41 Lake Avenue Extension	Danbury	CT	06811	(203) 792-9440	Monro
522	280 Westport Avenue	Norwalk	CT	06851	(203) 847-6305	Monro
528	269 Central Avenue	E. Orange	NJ	07018	(973) 674-5333	Monro
1009	2250 Morris Avenue	Union	NJ	07083	(908) 687-2917	Mr. Tire
1007	424 Shrewsbury Ave	Tinton Falls	NJ	07701	(732) 747-3404	Mr. Tire
1008	Route 9 South & Symes Road	Manalapan	NJ	07726	(732) 431-5552	Mr. Tire
1011	1030 Highway 35	Middletown	NJ	07748	(732) 671-2415	Mr. Tire
1016	286 Route 206 South	Flanders	NJ	07836	(973) 252-7444	Mr. Tire
548	300 Haddonfield Road	Cherry Hill	NJ	08002	(856) 665-3790	Monro
681	328 Haddonfield Road	Cherry Hill	NJ	08002	(856) 486-4430	Mr. Tire
551	5300 Route 42	Turnersville	NJ	08012	(856) 227-3700	Monro
1018	1701 Burlington-Mount Holly Rd	Burlington	NJ	08016	(609) 387-2323	Mr. Tire
286	1351 Blackwood-Clementon Road	Clementon	NJ	08021	(856) 309-1264	Mr. Tire
1025	74 Route 73 North	Voorhees	NJ	08043	(856) 768-3999	Mr. Tire
1026	605 Haddonfield-Berlin Rd	Voorhees	NJ	08043	(856) 216-1555	Mr. Tire
279	9 Collins Road	Maple Shade	NJ	08052	(856) 439-1050	Mr. Tire
343	181 Route 70	Medford	NJ	08055	(609) 654-9781	Monro
1022	400 W. Route 38, Unit 900	Moorestown	NJ	08057	(856) 235-0050	Mr. Tire
262	520 High Street	Mount Holly	NJ	08060	(609) 261-1180	Monro
549	409 White Horse Pike	Stratford	NJ	08084	(856) 627-8700	Monro
345	2084 North Black Horse Pike	Williamstown	NJ	08094	(856) 875-9332	Monro
258	526 Mantua Avenue	Woodbury	NJ	08096	(856) 251-1976	Monro
678	832 Mantua Pike	Woodbury	NJ	08097	(856) 845-4350	Mr. Tire
217	401 White Horse Pike	Oaklyn	NJ	08107	(856) 869-0322	Mr. Tire
1020	918 White Horse Pike	Absecon	NJ	08201	(609) 646-3462	Mr. Tire
379	3109 Hingston Avenue	Egg Harbor TWP	NJ	08234	(609) 569-7979	Monro
1021	1086 Route 47 South	Rio Grande	NJ	08242	(609) 886-1116	Mr. Tire
390	1061 N. Pearl Street	Bridgeton	NJ	08302	(856) 451-7611	Monro
650	3849 S. Delsea Drive, Suite 2500	Vineland	NJ	08360	(856) 293-7397	Monro @ BJ’s
1015	1225 State Road	Princeton	NJ	08540	(609) 921-8510	Mr. Tire
1012	1614 South Olden Ave	Trenton	NJ	08610	(609) 588-0001	Mr. Tire
1006	871 Route 33	Hamilton Square	NJ	08619	(609) 586-7771	Mr. Tire
550	1832 North Olden Avenue	Trenton	NJ	08638	(609) 771-8131	Monro


381	1769 Kuser Road	Hamilton	NJ	08690	(609) 581-8014	Monro
1028	2023 Highway 9	Lakewood	NJ	08701	(732) 367-2200	Mr. Tire
1014	1059 Cedar Bridge Ave	Brick	NJ	08723	(732) 477-3480	Mr. Tire
525	1090 Route 18	E. Brunswick	NJ	08816	(732) 238-4220	Monro
1013	355 Route 18 South	East Brunswick	NJ	08816	(732) 238-1220	Mr. Tire
1010	521 Stelton Rd	Piscataway	NJ	08854	(732) 424-9770	Mr. Tire
1024	1209 Highway 9 North	Old Bridge	NJ	08857	(732) 721-8900	Mr. Tire
1027	3 Frelinghuysen Ave	Raritan	NJ	08869	(908) 725-3244	Mr. Tire
1023	557 Milltown Road	North Brunswick	NJ	08902	(732) 828-3877	Mr. Tire
155	78 Brookside Avenue, suite 155 (Chester Mall)	Chester	NY	10918	(845) 469-9688	Monro
305	173 Dolson Avenue	Middletown	NY	10940	(845) 343-9131	Monro
617	232 Larkin Drive	Monroe	NY	10950	(845) 492-8640	Monro @ BJ’s
618	1281 Palisades Center Drive	W. Nyack	NY	10994	(845) 353-3625	Monro @ BJ’s
42	4908 State Highway 30	Amsterdam	NY	12010	(518) 843-1931	Monro
360	7 Blacksmith Road	Malta	NY	12020	(518) 899-4480	Monro
255	108 Merchant Place	Cobleskill	NY	12043	(518) 234-0262	Monro
107	512 Columbia Turnpike	E. Greenbush	NY	12061	(518) 477-7868	Monro
146	1511 Route 9	Clifton Park	NY	12065	(518) 383-9007	Monro
393	454 Route 9W (P. O. Box 155)	Glenmont	NY	12077	(518) 432-7822	Monro
63	303 Comrie Avenue	Johnstown	NY	12095	(518) 762-7713	Monro
233	691 New Loudon Road	Latham	NY	12110	(518) 786-1058	Monro
35	1745 Western Avenue	Guilderland	NY	12203	(518) 456-8117	Monro
44	1550 Central Avenue	Colonie	NY	12205	(518) 869-5339	Monro
180	980 Central Avenue	Albany	NY	12205	(518) 482-2896	Monro
28	10 Saratoga Road	Glenville	NY	12302	(518) 399-6773	Monro
39	1702 Chrisler Avenue	Schenectady	NY	12303	(518) 382-1601	Monro
23	819 Ulster Avenue	Kingston	NY	12401	(845) 331-3300	Monro
223	3160 Route 9 West	Saugerties	NY	12477	(845) 246-0026	Monro
36	60 Fairview Ave	Hudson	NY	12534	(518) 828-1188	Monro
183	4220 Albany Post Road (Route 9)	Hyde Park	NY	12538	(845) 229-5797	Monro
323	64 North Plank Road	Newburgh	NY	12550	(845) 561-0559	Monro
226	6821 Route 9 North	Rhinebeck	NY	12572	(845) 876-7295	Monro
206	891 Route 94	Vails Gate	NY	12584	(845) 565-9716	Monro
630	1357 Route 9	Wappinger Falls	NY	12590	(845) 298-0461	Monro @ BJ’s
45	350 Mill Street	Poughkeepsie	NY	12601	(845) 452-6262	Monro
669	314 Quaker Road	Queensbury	NY	12804	(518) 798-1000	Monro
280	134 S. Broadway	Saratoga Springs	NY	12866	(518) 584-3887	Monro
631	3067 Route 50	Saratoga Springs	NY	12866	(518) 584-6860	Monro @ BJ’s
116	37 Smithfield Blvd.	Plattsburgh	NY	12901	(518) 561-7231	Monro
144	225 West Main Street	Malone	NY	12953	(518) 483-8781	Monro
261	163 River Street	Saranac Lake	NY	12983	(518) 891-6270	Monro
30	108 Grant Avenue	Auburn	NY	13021	(315) 252-9573	Monro
327	8252 US Route 11 S.	Cicero	NY	13039	(315) 699-8310	Monro
635	4145 Route 31 (Exit 12)	Clay	NY	13041	(315) 622-0595	Monro @ BJ’s
80	1084 Route 222	Cortland	NY	13045	(607) 756-4918	Monro


372	6477 Basile Rowe	E. Syracuse	NY	13057	(315) 432-8982	Monro
103	257 S. Second Street	Fulton	NY	13069	(315) 598-1269	Monro
352	910 Old Liverpool Road	Liverpool	NY	13088	(315) 453-9482	Monro
167	8049 Oswego Road	Syracuse	NY	13090	(315) 652-9209	Monro
102	169 E. Bridge Street	Oswego	NY	13126	(315) 343-0513	Monro
388	2444 State Route 414	Waterloo	NY	13165	(315) 539-2668	Monro
60	1205 Erie Blvd. E.	Syracuse	NY	13210	(315) 476-5588	Monro
658	3503 Brewerton Road	N. Syracuse	NY	13212	(315) 457-0155	Monro
48	3711 Erie Blvd. E.	Dewitt	NY	13214	(315) 446-5860	Monro
204	4731 Onondaga Blvd.	Syracuse	NY	13219	(315) 471-3338	Monro
275	3464 West Genesee Street	Syracuse	NY	13219	(315) 468-1877	Monro
75	300 E. State Street (corner King St)	Herkimer	NY	13350	(315) 866-2187	Monro
106	123 Genessee Street,Route 5	Oneida	NY	13421	(315) 363-1901	Monro
395	5805 Rome-Taberg Road	Rome	NY	13440	(315) 337-6003	Monro
32	4944 Commercial Drive	Yorkville	NY	13495	(315) 768-6445	Monro
62	225 N. Genesee Street	Utica	NY	13502	(315) 724-6735	Monro
652	829- 835 Arsenal Street	Watertown	NY	13601	(315) 786-1824	Monro
385	113 East Main Street	Canton	NY	13617	(315) 386-1738	Monro
394	5 North Broad Street	Carthage	NY	13619	(315) 493-1443	Monro
386	473 East Main Street	Gouverneur	NY	13642	(315) 287-9477	Monro
134	88 Grove Street	Massena	NY	13662	(315) 764-1247	Monro
114	730 Canton Street	Ogdensburg	NY	13669	(315) 393-4015	Monro
109	174 Market Street	Potsdam	NY	13676	(315) 265-9485	Monro
34	3200 E. Main Street	Endwell	NY	13760	(607) 748-1531	Monro
377	173 Oakdale Road	Johnson City	NY	13790	(607) 729-7211	Monro
306	5607 State Highway 12	Norwich	NY	13815	(607) 336-1899	Monro
130	555 Main Street	Oneonta	NY	13820	(607) 433-1080	Monro
370	1075 State Route 17C	Owego	NY	13827	(607) 687-8059	Monro
38	4009 Vestal Parkway	Vestal	NY	13850	(607) 729-1254	Monro
31	1268 Front Street	Binghamton	NY	13901	(607) 723-0156	Monro
12	633 E. Main Street	Batavia	NY	14020	(585) 343-8801	Monro
55	2291 George Urban Blvd.	Depew	NY	14043	(716) 681-5106	Monro
383	4872 Transit Road	Depew	NY	14043	(716) 656-8855	Monro
351	6945 Erie Road	Derby	NY	14047	(716) 947-0157	Monro
325	4950 North French Road	E. Amherst	NY	14051	(716) 636-0017	Monro
143	151 Quaker Road	E. Aurora	NY	14052	(716) 655-3370	Monro
50	10380 Bennett Road	Fredonia	NY	14063	(716) 673-1234	Monro
353	2109 Grand Island Blvd.	Grand Island	NY	14072	(716) 773-1459	Monro
53	5598 Camp Road	Hamburg	NY	14075	(716) 648-6616	Monro
688	310 Lake Street (Camp Road)	Hamburg	NY	14075	(716) 648-7500	Mr. Tire
13	5710 S. Transit Road	Lockport	NY	14094	(716) 434-6249	Monro
341	11334 Maple Ridge Road	Medina	NY	14103	(585) 798-9242	Monro
101	575 Erie Avenue	N. Tonawanda	NY	14120	(716) 692-0243	Monro
314	172 South Cascade Drive	Springville	NY	14141	(716) 592-0221	Monro
56	2980 Sheridan Drive	Tonawanda	NY	14150	(716) 833-4000	Monro
685	120 Broadway Street	Buffalo	NY	14203	(716) 854-6310	Mr. Tire


100	1350 Main Street	Buffalo	NY	14209	(716) 885-0557	Monro
51	2955 Main Street	Buffalo	NY	14214	(716) 836-0500	Monro
686	2431 Main St	Buffalo	NY	14214	(716) 834-1624	Mr. Tire
455	2227 Delaware Avenue	Buffalo	NY	14216	(716) 875-9792	Monro
58	3384 Delaware Avenue	Kenmore	NY	14217	(716) 877-2000	Monro
687	3373 Delaware Avenue	Kenmore	NY	14217	(716) 874-1770	Mr. Tire
647	4408 Milestrip Road	Hamburg	NY	14219	(716) 825-0517	Monro @ BJ’s
324	4115 McKinley Parkway	Blasdell	NY	14219	(716) 649-5004	Monro
632	5183 Transit Road	Williamsville	NY	14221	(716) 565-3419	Monro @ BJ’s
59	7226 Transit Road	Williamsville	NY	14221	(716) 632-3313	Monro
458	5365 Main Street	Williamsville	NY	14221	(716) 631-8451	Monro
57	1910 Ridge Road	W. Seneca	NY	14224	(716) 674-2450	Monro
684	3481 Seneca Street	West Seneca	NY	14224	(716) 674-7373	Mr. Tire
52	2375 Harlem Road	Cheektowaga	NY	14225	(716) 894-1148	Monro
682	941 Millersport Highway	Amherst	NY	14226	(716) 835-6760	Mr. Tire
616	155 French Road	Cheektowaga	NY	14227	(716) 656-9793	Monro
361	2865 Niagara Falls Blvd.	W. Amherst	NY	14228	(716) 691-1006	Monro
54	7894 Niagara Falls Blvd.	Niagara Falls	NY	14304	(716) 236-0201	Monro
683	1715 Military Road	Niagara Falls	NY	14304	(716) 297-4000	Mr. Tire
367	214 West Avenue	Albion	NY	14411	(585) 589-1048	Monro
362	260 E. Main Street	Avon	NY	14414	(585) 226-2550	Monro
11	4671 S. Lake Street	Brockport	NY	14420	(585) 637-4258	Monro
1132	4900 Lake Road	Brockport	NY	14420	(585) 637-6514	Mr. Tire
14	2544 Rochester Road	Canandaigua	NY	14424	(585) 394-7120	Monro
368	111 Franklin Street	Dansville	NY	14437	(585) 335-7690	Monro
399	7275 Pittsford Palmyra Road	Fairport	NY	14450	(585) 223-9030	Monro
243	4097 Lakeville Road	Geneseo	NY	14454	(585) 243-1480	Monro
15	510 Hamilton Street	Geneva	NY	14456	(315) 781-1400	Monro
369	133 W. Main Street	Leroy	NY	14482	(585) 768-2720	Monro
49	802 West Union Street	Newark	NY	14513	(315) 331-2223	Monro
132	2055 Nine Mile Point Road	Penfield	NY	14526	(585) 377-7970	Monro
612	50 Eastview Mall Drive	Victor	NY	14564	(585) 586-8130	Monro @ BJ’s
176	7387 Victor Pittsford Road	Victor	NY	14564	(585) 924-4590	Monro
9	903 Ridge Road	Webster	NY	14580	(585) 671-4510	Monro
1130	834 East Main Street	Rochester	NY	14605	(585) 546-4931	Monro
10	35 Howard Road	Rochester	NY	14606	(585) 429-6860	Monro
202	1194 University Avenue	Rochester	NY	14607	(585) 442-2780	Monro
68	4460 Dewey Avenue	Greece	NY	14612	(585) 621-4610	Monro
7	1860 Stone Road	Rochester	NY	14615	(585) 663-6430	Monro
1133	4438 Dewey Avenue	Greece	NY	14616	(585) 663-5499	Mr. Tire
4	3077 Monroe Avenue	Rochester	NY	14618	(585) 381-7680	Monro
2	999 Ridge Road East	Rochester	NY	14621	(585) 266-2550	Monro
3	965 Jefferson Road	Rochester	NY	14623	(585) 424-3630	Monro
8	3000 W. Henrietta Road	Rochester	NY	14623	(585) 424-2400	Monro
1129	2780 West Henrietta Road	Rochester	NY	14623	(585) 475-1405	Mr. Tire
240	3240 Chili Avenue	Rochester	NY	14624	(585) 889-2620	Monro


1131	755 Panorama Trail South	Penfield	NY	14625	(585) 248-8479	Mr. Tire
237	940 Elmridge Center	Rochester	NY	14626	(585) 453-0350	Monro
20	1010 Fairmount Avenue	Jamestown	NY	14701	(716) 664-4000	Monro
19	602 W. State Street	Olean	NY	14760	(716) 373-3200	Monro
43	364 W. Morris Street	Bath	NY	14810	(607) 776-7601	Monro
22	368 W. Pulteney Street	Corning	NY	14830	(607) 962-2444	Monro
17	7419 Seneca Road	Hornell	NY	14843	(607) 324-7100	Monro
16	338 Elmira Road	Ithaca	NY	14850	(607) 273-8600	Monro
396	2309 N. Triphammer Road	Lansing	NY	14882	(607) 266-6443	Monro
378	4240 Bolivar Road	Wellsville	NY	14895	(585) 593-7182	Monro
18	2410 Corning Road	Elmira	NY	14903	(607) 734-2033	Monro
33	211 Pennsylvania Avenue	Elmira	NY	14904	(607) 732-6082	Monro
112	923 7th Avenue/corner 10th Street	Beaver Falls	PA	15010	(724) 847-1888	Monro
274	3057 Washington Pike	Bridgeville	PA	15017	(412) 220-9223	Monro
892	1134 Washington Pike	Bridgeville	PA	15017	(412) 257-3344	Mr. Tire
566	2000 Third Avenue	New Brighton	PA	15066	(724) 847-2300	Monro
122	91 Tarentum Bridge Road	New Kensington	PA	15068	(724) 337-9121	Monro
890	10551 Perry Highway	Wexford	PA	15090	(724) 935-0431	Monro
569	4913 Route 8	Allison Park	PA	15101	(724) 443-3040	Monro
893	4900 William Flynn Hwy	Allison Park	PA	15101	(724) 443-3840	Mr. Tire
244	5200 Library Road (Route 88)	Bethel Park	PA	15102	(412) 854-8240	Monro
887	825 Beaver Grade Road	Coraopolis	PA	15108	(412) 262-2550	Mr. Tire
568	1627 Lysle Blvd.	McKeesport	PA	15132	(412) 672-1232	Monro
110	1813 Lincoln Highway	N. Versailles	PA	15137	(412) 824-0162	Monro
889	209 Ohio River Boulevard	Sewickley	PA	15143	(412) 741-4345	Monro
86	1753 Golden Mile Hwy (Rte 286)	Monroeville	PA	15146	(724) 325-2660	Monro
572	3754 William Penn Highway	Monroeville	PA	15146	(412) 856-0772	Monro
697	2680 Mosside Blvd	Monroeville	PA	15146	(412) 856-4800	Mr. Tire
894	2709 Mosside Boulevard	Monroeville	PA	15146	(412) 372-5512	Mr. Tire
373	60 Allegheny River Blvd.	Verona	PA	15147	(412) 826-0860	Monro
121	969 Ohio River Blvd.	Avalon	PA	15202	(412) 761-2712	Monro
104	2175 Noblestown Road	Crafton	PA	15205	(412) 922-6623	Monro
562	5525 Penn Avenue	Pittsburgh	PA	15206	(412) 362-7900	Monro
646	3530 Blvd. of the Allies	Pittsburgh	PA	15213	(412) 621-2730	Monro
565	3145 West Liberty Avenue	Pittsburgh	PA	15216	(412) 344-6030	Monro
563	901 Penn Avenue	Wilkinsburg	PA	15221	(412) 242-9400	Monro
895	331 Cochran Road	Mt. Lebanon	PA	15228	(412) 344-5568	Monro
886	801 Westview Park Drive	Pittsburgh	PA	15229	(412) 931-2732	Monro
78	2719 Library Road	Pittsburgh	PA	15234	(412) 881-2595	Monro
896	297 Mt. Lebanon Blvd.	Pittsburgh	PA	15234	(412) 343-6860	Monro
1036	3349 Library Road	PIttsburgh	PA	15234	(412) 885-8473	Mr. Tire
151	465 Rodi Road	Penn Hills	PA	15235	(412) 731-8830	Monro
561	11753 Frankstown Road	Penn Hills	PA	15235	(412) 731-6600	Monro
888	426 Rodi Road	Pittsburgh	PA	15235	(412) 243-5400	Mr. Tire
105	580 Clairton Blvd., Route 51	Pleasant Hills	PA	15236	(412) 653-7444	Monro
398	4844 McKnight Road	Pittsburgh	PA	15237	(412) 366-6626	Monro


897	7400 McKnight	PIttsburgh	PA	15237	(412) 364-5599	Mr. Tire
891	1050 Freeport Road	Pittsburgh	PA	15238	(412) 782-2661	Mr. Tire
356	410 Home Drive	Pittsburgh	PA	15275	(412) 787-2886	Monro
154	131 Murtland Avenue	Washington	PA	15301	(724) 223-1490	Monro
197	3620 Washington Road, Route 19	Peters Township	PA	15317	(724) 941-6344	Monro
389	105 Greene Plaza	Waynesburg	PA	15370	(724) 627-0999	Monro
606	272 McClellandtown Road	Uniontown	PA	15401	(724) 425-2300	Monro
698	350 Pittsburgh St.	Uniontown	PA	15401	(724) 438-8527	Mr. Tire
119	802 E. Pittsburgh Street	Greensburg	PA	15601	(724) 836-4999	Monro
695	806 S. Center Ave	Hunker (New Stanton)	PA	15639	(724) 925-6482	Mr. Tire
117	9435 Lincoln Highway, Route 30	Irwin	PA	15642	(724) 864-9303	Monro
696	81 Arona Rd	Irwin	PA	15642	(724) 863-7773	Mr. Tire
694	4096 Route 30	Latrobe	PA	15650	(724) 539-9200	Mr. Tire
603	100 Summit Ridge Plaza (901 Rt. 819 S.)	Mt. Pleasant	PA	15666	(724) 547-5001	Monro
123	1336 Oakland Avenue	Indiana	PA	15701	(724) 465-9666	Monro
366	989 DuBois Avenue	DuBois	PA	15801	(814) 375-9250	Monro
129	111 Luther Road	Johnstown	PA	15904	(814) 266-4955	Monro
273	1769 Lyter Drive	Johnstown	PA	15905	(814) 255-1444	Monro
81	178 New Castle Road (Rte 356)	Butler	PA	16001	(724) 282-6668	Monro
397	57 Dutilh Road	Cranberry, TWP	PA	16066	(724) 772-1910	Monro
66	51 S. Beaver Street	New Castle	PA	16101	(724) 652-7888	Monro
664	2080 E. State Street	Hermitage	PA	16148	(724) 981-0668	Monro
608	100 Perkins Road	Clarion	PA	16214	(814) 223-4078	Monro
67	562 Allegheny Blvd.	Franklin	PA	16323	(814) 432-3995	Monro
26	19025 Park Avenue Plaza	Meadville	PA	16335	(814) 336-6246	Monro
384	501 West Central Avenue	Titusville	PA	16354	(814) 827-8181	Monro
307	14 Hatch Run Road	Warren	PA	16365	(814) 726-7114	Monro
364	12513 Edinboro Road	Edinboro	PA	16412	(814) 734-6075	Monro
24	2187 W. 12th Street	Erie	PA	16505	(814) 456-2926	Monro
227	3810 West 26th Street	Erie	PA	16506	(814) 835-7447	Monro
29	4902 Peach Street	Erie	PA	16509	(814) 868-5282	Monro
602	6601 Peach Street	Erie	PA	16509	(814) 868-0800	Monro
25	4048 Buffalo Road	Erie	PA	16510	(814) 898-1561	Monro
127	200 West Plank Road	Altoona	PA	16602	(814) 943-0444	Monro
382	7588 Lake Raystown Shopping Plaza	Huntingdon	PA	16652	(814) 641-0264	Monro
21	1030 Main Street East	Bradford	PA	16701	(814) 362-6888	Monro
133	1505 N. Atherton Street	State College	PA	16803	(814) 234-2911	Monro
322	1409 South Main Street	Mansfield	PA	16933	(570) 662-0920	Monro
290	301 West Freedom Avenue	Burnham	PA	17009	(717) 242-8570	Monro
250	944 Walnut Bottom Road	Carlisle	PA	17013	(717) 258-8030	Monro
224	10 Anchor Road	Elizabethtown	PA	17022	(717) 361-0088	Monro
140	1700 W. Cumberland Street	Lebanon	PA	17042	(717) 273-5592	Monro
199	1051 Market Street	Lemoyne	PA	17043	(717) 761-5330	Monro
141	6045 Carlisle Pike	Mechanicsburg	PA	17055	(717) 795-9220	Monro
504	3320 Walnut Street	Harrisburg	PA	17109	(717) 657-3257	Monro


145	3243 Paxton Street	Harrisburg	PA	17111	(717) 558-8846	Monro
502	499 Eisenhower Blvd.	Harrisburg	PA	17111	(717) 564-5238	Monro
162	5501 Allentown Blvd.	Harrisburg	PA	17112	(717) 545-8422	Monro
288	1060 Wayne Avenue	Chambersburg	PA	17201	(717) 264-1824	Mr. Tire
693	810 Norland Avenue	Chambersburg	PA	17201	(717) 263-9772	Mr. Tire
231	5 Kuhn Drive	Hanover	PA	17331	(717) 632-8100	Monro
797	542 Shrewsbury Commons Avenue	Shrewsbury	PA	17361	(717) 235-7240	Mr. Tire
251	3651 E. Market Street	York	PA	17402	(717) 757-0527	Monro
214	2045 Queen Street	York	PA	17403	(717) 846-3233	Monro
149	1191 Loucks Road	York	PA	17404	(717) 852-9371	Monro
620	2250 York Crossing Drive	York	PA	17404	(717) 767-6193	Monro @ BJ’s
677	884 E. Main Street (Walmart Shopping Center)	Ephrata	PA	17522	(717) 733-5400	Mr. Tire
220	1529 Oregon Pike	Lancaster	PA	17601	(717) 390-8686	Monro
229	191 Rohrerstown Road	Lancaster	PA	17603	(717) 392-8114	Monro
84	1707 E. Third Street At Northway	Williamsport	PA	17701	(570) 326-0808	Monro
203	901 Columbia Blvd.	Bloomsburg	PA	17815	(570) 784-2349	Monro
137	1817 N. Susquehanna Trail	Selinsgrove	PA	17870	(570) 743-6620	Monro
225	95 Mill Creek Avenue	Pottsville	PA	17901	(570) 622-8544	Monro
259	3010 Easton Avenue	Bethlehem	PA	18017	(610) 866-4090	Monro
173	2196 W. Union Blvd.	Bethlehem	PA	18018	(610) 868-9950	Monro
667	1326 Grape Street	Whitehall	PA	18052	(610) 776-0440	Monro
668	1401 Lehigh Street	Allentown	PA	18103	(610) 791-4430	Monro
159	4692 Broadway	Allentown	PA	18104	(610) 395-2064	Monro
644	1785 Airport Road S.	Allentown	PA	18109	(610) 264-1358	Monro @ BJ’s
90	RR3 Box 3108	Hazleton	PA	18202	(570) 454-5935	Monro
623	1100 Route 940	Mt. Pocono	PA	18344	(570) 839-1529	Monro
76	480 Scranton-Carbondale Hwy	Archibald	PA	18403	(570) 876-5161	Monro
209	919 Northern Blvd.	Clarks Summitt	PA	18411	(570) 586-3557	Monro
83	1038 O’Neill Highway	Dunmore	PA	18512	(570) 346-6093	Monro
270	21 Tarleton Avenue	Dallas	PA	18612	(570) 674-6021	Monro
371	616 Hunter Highway	Tunkhannock	PA	18657	(570) 836-8099	Monro
165	1051 Wilkes Barre Twp. Blvd.	Wilkes Barre	PA	18702	(570) 826-8970	Monro
73	332 Wyoming Avenue	Kingston	PA	18704	(570) 283-1965	Monro
139	3008 Elmira Street	Sayre	PA	18840	(570) 888-7718	Monro
380	855 Golden Mile Road	Towanda	PA	18848	(570) 265-2200	Monro
257	651 E. Broad Street, Route 113	Souderton	PA	18964	(215) 721-3991	Monro
329	257 York Road	Warminster	PA	18974	(215) 672-1040	Monro
666	200 Easton Road	Warrington	PA	18976	(215) 491-1136	Monro @ BJ’s
672	968 Old York Road	Abington	PA	19001	(215) 376-0500	Mr. Tire
673	2610 W. Chester Pike	Broomall	PA	19008	(610) 356-6300	Mr. Tire
1019	551 Lincoln Hwy	Fairless Hills	PA	19030	(215) 295-6625	Mr. Tire
560	105 N. MacDade Blvd.	Glenolden	PA	19036	(610) 522-2810	Monro
656	1260 Woodland Avenue	Springfield	PA	19064	(610) 543-1994	Monro @ BJ’s
292	362 West Lancaster Avenue	Wayne/Radnor	PA	19087	(610) 687-6600	Monro
558	1 Old York Road	Willow Grove	PA	19090	(215) 659-8650	Monro


555	3650 Aramingo Avenue	Philadelphia	PA	19134	(215) 831-1131	Monro
554	6402 Frankford Avenue	Philadelphia	PA	19135	(215) 331-6633	Monro
649	1008 East Lancaster Avenue	Downingtown	PA	19335	(610) 518-5421	Monro @ BJ’s
198	3910 W. Lincoln Highway	Downingtown	PA	19335	(610) 269-5700	Mr. Tire
293	640 E. Gay Street	West Chester	PA	19380	(610) 701-5700	Mr. Tire
321	1773 Dekalb Pike	Blue Bell	PA	19422	(610) 278-7399	Monro
256	20 First Avenue	Collegeville	PA	19426	(610) 454-7775	Monro
310	705 S. Valley Forge Road	Lansdale	PA	19446	(215) 362-9380	Monro
1017	10 South Broad Street	Lansdale	PA	19446	(215) 362-6969	Mr. Tire
374	1000 Nutt Road	Phoenixville	PA	19460	(610) 917-9440	Monro
675	311 Bridge Street	Phoenixville	PA	19460	(610) 935-3677	Mr. Tire
153	3045 5th Street Highway	Reading	PA	19605	(610) 921-0218	Monro
676	525 George Street	Reading	PA	19605	(610) 921-5700	Mr. Tire
158	3997 Perkiomen Avenue	Reading	PA	19606	(610) 779-5441	Monro
157	2679 Shillington Road	Springtownship	PA	19608	(610) 678-9980	Monro
546	235 East Main Street	Newark	DE	19711	(302) 368-8184	Monro
671	401 S. Dupont Highway	New Castle	DE	19720	(302) 328-2945	Mr. Tire
547	600 Kirkwood Highway	Elsmere	DE	19805	(302) 999-0237	Monro
590	8443 Sudley Road	Manassas	VA	20109	(703) 361-4533	Monro
597	200 A. Davis Drive	Sterling	VA	20164	(703) 433-1394	Mr. Tire
794	2225 Crain Highway	Waldorf	MD	20601	(301) 645-3430	Mr. Tire
648	1000 St. Nicholas Drive	Waldorf	MD	20603	(301) 638-4013	Monro @ BJ’s
795	11085 Mall Circle	Waldorf	MD	20603	(301) 396-3817	Mr. Tire
787	7080 Matthew Road	Bryans Road	MD	20616	(301) 375-8800	Mr. Tire
788	44915 Worth Avenue	California	MD	20619	(301) 862-2400	Mr. Tire
790	5623 Crain Highway	La Plata	MD	20646	(301) 934-1144	Mr. Tire
786	26375 Point Lookout Road	Leonardtown	MD	20650	(301) 997-0870	Mr. Tire
791	21730 Great Mills Road	Lexington Park	MD	20653	(301) 862-4255	Mr. Tire
792	28926 Three Notch Road	Mechanicsville	MD	20659	(301) 884-5246	Mr. Tire
793	1535 Solomon’s Island Road	Prince Frederick	MD	20678	(410) 535-4433	Mr. Tire
587	706 Washington Blvd.	Laurel	MD	20707	(301) 725-1900	Monro
690	131 Second Street	Laurel	MD	20707	(301) 362-0220	Mr. Tire
770	14709 Baltimore Avenue	Laurel	MD	20707	(301) 470-2777	Mr. Tire
763	6761 Old Alexander Ferry Road	Clinton	MD	20735	(301) 868-3411	Mr. Tire
764	718 Cady Drive	Ft. Washington	MD	20744	(301) 248-1518	Mr. Tire
789	10398 Southern Maryland Blvd.	Dunkirk	MD	20754	(301) 812-0334	Mr. Tire
774	15119 Frederick Road	Rockville	MD	20850	(301) 762-7627	Mr. Tire
679	708 Rockville Pike	Rockville	MD	20852	(240) 499-3700	Mr. Tire
653	126 N. Frederick Avenue	Gaithersburg	MD	20877	(301) 926-1399	Mr. Tire
659	123 W. Bel Air Avenue	Aberdeen	MD	21001	(410) 272-2679	Mr. Tire
720	205 Baltimore Pike	Bel Air	MD	21014	(410) 893-9116	Mr. Tire
771	5 Bel Air South Parkway	Bel Air	MD	21015	(410) 569-2900	Mr. Tire
724	10501 York Rd.	Cockeysville	MD	21030	(410) 628-1466	Mr. Tire
761	9435 Baltimore National Pike	Ellicott City	MD	21042	(410) 461-3977	Mr. Tire
722	8621 Balt. National Pike	Ellicott City	MD	21043	(410) 461-4941	Mr. Tire
757	6400-A Dobbin Center Road	Columbia	MD	21045	(410) 730-6377	Mr. Tire


721	9225 Berger Rd.	Columbia	MD	21046	(410) 995-6776	Mr. Tire
920	2212 BelAir Road	Fallston	MD	21047	(410) 877-0170	Mr. Tire
798	776-778 Crain Highway (Route 3 N)	Gambrills	MD	21054	(410) 923-1133	Mr. Tire
415	6800 Ritchie Highway	Glen Burnie	MD	21061	(410) 761-0450	Monro
731	7529 Ritchie Hwy.	Glen Burnie	MD	21061	(410) 768-4085	Mr. Tire
751	7224 Ritchie Highway	Glen Burnie	MD	21061	(410) 760-4377	Mr. Tire
766	2320 Hanover Pike	Hampstead	MD	21074	(410) 374-5677	Mr. Tire
660	1536 York Road	Lutherville	MD	21093	(410) 321-8077	Mr. Tire
752	200 West Padonia Road	Timonium	MD	21093	(410) 252-8577	Mr. Tire
621	55 Music Fair Road	Owings Mills	MD	21117	(410) 654-6139	Monro @ BJ’s
732	10320 Reisterstown Rd.	Owings Mills	MD	21117	(410) 363-6333	Mr. Tire
775	348 Mountain Road	Pasadena	MD	21122	(410) 439-2477	Mr. Tire
759	8704 Liberty Road	Randallstown	MD	21133	(410) 655-4977	Mr. Tire
419	11640 Reisterstown Road	Reisterstown	MD	21136	(410) 833-3844	Monro
760	720-A South Main Street	Reisterstown	MD	21136	(410) 833-9377	Mr. Tire
762	509 Ritchie Highway	Severna Park	MD	21146	(410) 544-8777	Mr. Tire
619	820 Market Street	Westminster	MD	21157	(410) 857-8767	Monro @ BJ’s
754	425 Manchester Road	Westminster	MD	21157	(410) 751-7477	Mr. Tire
726	1000 York Rd.	Towson	MD	21204	(410) 823-6800	Monro
411	6227 Belair Road	Baltimore	MD	21206	(410) 444-1556	Monro
750	5910 Liberty Road	Baltimore	MD	21207	(410) 448-0077	Mr. Tire
729	208 Reisterstown Rd.	Pikesville	MD	21208	(410) 484-5000	Mr. Tire
768	3833 Erdman Avenue	Baltimore	MD	21213	(410) 327-6777	Mr. Tire
414	4110 W. Northern Parkway	Baltimore	MD	21215	(410) 764-6630	Monro
418	2110 N. Howard Street	Baltimore	MD	21218	(410) 576-7722	Monro
725	2101 N. Howard St.	Baltimore	MD	21218	(410) 685-1010	Mr. Tire
758	118 Back River Neck Road	Essex	MD	21221	(410) 391-1777	Mr. Tire
756	1105 Old North Point Road	Dundalk	MD	21222	(410) 282-2500	Mr. Tire
417	7870 Eastern Avenue	Baltimore	MD	21224	(410) 285-7576	Monro
416	5641 Baltimore National Pike	Baltimore	MD	21228	(410) 788-2900	Monro
727	5545 Balt. National Pike	Baltimore	MD	21228	(410) 744-3500	Mr. Tire
767	6332 Baltimore National Pike	Baltimore	MD	21228	(410) 455-0777	Mr. Tire
728	7700 Harford Rd.	Baltimore	MD	21234	(410) 665-3600	Mr. Tire
753	1746 East Joppa Road	Parkville	MD	21234	(410) 665-6677	Mr. Tire
733	7923 Belair Rd.	Baltimore	MD	21236	(410) 661-8800	Mr. Tire
691	8656 Pulaski Highway	Rosedale	MD	21237	(410) 574-1050	Mr. Tire
413	1532 E. Joppa Road	Towson	MD	21286	(410) 296-3723	Monro
769	141 Defense Highway	Annapolis	MD	21401	(410) 974-6477	Mr. Tire
657	1230 National Highway, Suite 1	Lavale	MD	21502	(301) 729-2500	Mr. Tire
661	7716 Ocean Gateway	Easton	MD	21601	(410) 763-8036	Mr. Tire
663	2837 Gypsy Hill Road	Cambridge	MD	21613	(410) 901-9412	Mr. Tire
689	600 Abruzzi Drive	Chester	MD	21619	(410) 643-4140	Mr. Tire
628	901 N. East Street	Frederick	MD	21701	(301) 695-9664	Mr. Tire
626	1317 West Patrick Street	Frederick	MD	21702	(301) 663-3431	Mr. Tire
625	5626 Buckeystown Pike	Frederick	MD	21704	(301) 662-7344	Mr. Tire
680	507 Dual Highway	Hagerstown	MD	21740	(301) 739-0044	Mr. Tire
138	13102 Pennsylvania Avenue	Hagerstown	MD	21742	(301) 739-6690	Monro


765	1312 South Main Street	Mt. Airy	MD	21771	(301) 829-8100	Mr. Tire
629	202 E. Ridgeville Blvd.	Mt. Airy	MD	21771	(301) 829-1155	Treadquarters
773	1838 Liberty Road	Eldersburg	MD	21784	(410) 552-5077	Mr. Tire
596	11625 Lee Highway	Fairfax	VA	22030	(703) 273-5000	Mr. Tire
588	9566 Lee Highway	Fairfax	VA	22031	(703) 273-7717	Monro
593	2728 Dorr Avenue	Fairfax	VA	22031	(703) 698-8500	Mr. Tire
595	5624-D Ox Road	Burke	VA	22039	(703) 250-1003	Mr. Tire
592	5610 Columbia Turnpike	Bailey’s Crossroads	VA	22041	(703) 820-2300	Mr. Tire
598	6413 Backlick Road	Springfield	VA	22150	(703) 451-5100	Mr. Tire
594	8397-A Leesburg Pike	Vienna	VA	22182	(703) 893-3530	Mr. Tire
772	2503 N. Franklin Road	Arlington	VA	22201	(703) 522-1166	Mr. Tire
591	5200 Lee Highway	Arlington	VA	22207	(703) 536-4335	Mr. Tire
1003	50 Sebring Drive	Fredericksburg	VA	22406	(540) 371-0500	Mr. Tire
1004	7007 Harrison Road	Fredericksburg	VA	22407	(540) 412-2772	Mr. Tire
1005	10901 Courthouse Road	Fredericksburg	VA	22408	(540) 710-1322	Mr. Tire
168	2008 S. Pleasant Valley Road	Winchester	VA	22601	(540) 678-0282	Monro
193	2151 E. Market Street	Harrisonburg	VA	22801	(540) 433-1845	Monro
186	2400 W. Main Street	Waynesboro	VA	22980	(540) 943-5339	Monro
719	340 Second St.	Williamsburg	VA	23185	(757) 221-0600	Treadquarters
624	9402 Midlothian Turnpike	Richmond	VA	23235	(804) 320-7607	Monro
1041	849 Battlefield Blvd N	Chesapeake	VA	23320	(757) 436-6500	Treadquarters
1044	3316 Western Branch Blvd	Chesapeake	VA	23321	(757) 686-1234	Treadquarters
715	335 S. Centerville Turnpike	Chesapeake	VA	23322	(757) 482-5226	Treadquarters
1055	1228 Cedar Road	Chesapeake	VA	23322	(757) 549-6789	Treadquarters
1057	221 Carmichael Way	Chesapeake	VA	23322	(757) 296-4922	Treadquarters
1050	1101 N. Main Street	Suffolk	VA	23434	(757) 539-7486	Treadquarters
1043	1021 Laskin Road	Virginia Beach	VA	23451	(757) 425-9441	Treadquarters
711	3480 Holland Rd.	Virginia Beach	VA	23452	(757) 468-5001	Treadquarters
1045	3300 Holland Rd	Virginia Beach	VA	23452	(757) 427-3009	Treadquarters
703	2336 Virginia Beach Blvd.	Virginia Beach	VA	23454	(757) 340-3393	Treadquarters
1048	1105 Dam Neck Rd	Virginia Beach	VA	23454	(757) 721-0776	Treadquarters
1056	1085 Nimmo Parkway	Virginia Beach	VA	23454	(757) 821-8900	Treadquarters
717	3705 Tiffany Lane, Suite 102	Virginia Beach	VA	23456	(757) 416-0012	Treadquarters
714	628 Independence Blvd.	Virginia Beach	VA	23462	(757) 497-1600	Treadquarters
1042	390 Independence Blvd	Virginia Beach	VA	23462	(757) 497-1047	Treadquarters
1049	6628 Providence Rd	Virginia Beach	VA	23464	(757) 366-0212	Kramer Tire
704	1001 S. Military Highway	Virginia Beach	VA	23464	(757) 424-2900	Treadquarters
718	5225-B Indian River Rd.	Virginia Beach	VA	23464	(757) 474-0404	Treadquarters
1047	5232 E. Indian River Road	Virginia Beach	VA	23464	(757) 474-1859	Treadquarters
708	5844 Virginia Beach Blvd.	Norfolk	VA	23502	(757) 461-7770	Treadquarters
1040	6025 Virginia Beach Blvd.	Norfolk	VA	23502	(757) 461-7621	Treadquarters
1038	1700 Monticello Avenue	Norfolk	VA	23510	(757) 627-7741	Treadquarters
701	1117 E. Little Creek Rd.	Norfolk	VA	23518	(757) 480-3353	Treadquarters
1039	7813 Military Highway	Norfolk	VA	23518	(757) 583-1811	Treadquarters
1053	13807 Warwick Blvd.	Newport News	VA	23602	(757) 874-7750	Kramer Tire
706	13781 Warwick Blvd.	Newport News	VA	23602	(757) 877-1600	Treadquarters


1046	110 Arthur Way	Newport News	VA	23602	(757) 988-8000	Treadquarters
1052	8204 Newmarket Drive	Newport News	VA	23605	(757) 826-3707	Treadquarters
709	1985 E. Pembroke Ave.	Hampton	VA	23663	(757) 723-0735	Treadquarters
705	2707 W. Mercury Blvd.	Hampton	VA	23666	(757) 838-9548	Treadquarters
1054	1980 Cunningham Drive	Hampton	VA	23666	(757) 838-2009	Treadquarters
1051	2 South Armistead Avenue	Hampton	VA	23669	(757) 723-3333	Treadquarters
716	6217 George Washington Hwy.	Grafton	VA	23692	(757) 898-0600	Treadquarters
713	5003 George Washington Hwy.	Portsmouth	VA	23702	(757) 487-3400	Treadquarters
710	3205 Tyre Neck Rd.	Portsmouth	VA	23703	(757) 483-0200	Treadquarters
702	1401 Airline Blvd.	Portsmouth	VA	23707	(757) 393-6000	Treadquarters
181	3538 Orange Avenue	Roanoke	VA	24012	(540) 344-5212	Monro
208	3702 Franklin Road SW	S. Roanoke	VA	24014	(540) 342-6855	Monro
242	7426 Williamson Road	Roanoke	VA	24019	(540) 362-9703	Monro
190	2870 Market Street	Christiansburg	VA	24073	(540) 381-1037	Monro
344	1155 Memorial Blvd.	Martinsville	VA	24112	(276) 666-8402	Monro
179	1861 W. Main Street	Salem	VA	24153	(540) 389-4305	Monro
201	907 Greenville Avenue	Staunton	VA	24401	(540) 885-9719	Monro
172	3201 Old Forest Road	Lynchburg	VA	24501	(434) 385-9854	Monro
169	20972 Timberlake Road, Route 460	Lynchburg	VA	24502	(434) 239-2044	Monro
615	1656 4th Avenue	Charleston	WV	25387	(304) 342-4002	Monro
142	200 Marshall Street	Wheeling	WV	26031	(304) 232-1095	Monro
126	227 3 Springs Drive	Weirton	WV	26062	(304) 723-5316	Monro
234	908 Grand Central Avenue	Vienna	WV	26105	(304) 295-0103	Monro
604	108 Tolley Drive	Bridgeport	WV	26330	(304) 842-4172	Monro
605	24 Commerce Drive	Westover	WV	26501	(304) 291-2536	Monro
147	1756 Mileground Road	Morgantown	WV	26508	(304) 296-4026	Monro
210	1201 Fairmont Avenue	Fairmont	WV	26554	(304) 366-0697	Monro
1077	421 Fisher St	Burlington	NC	27215	(336) 229-5555	Mr. Tire
1075	1811 N. Harrison Ave	Cary	NC	27513	(919) 677-0800	Mr. Tire
640	2370 Walnut Street	Cary	NC	27518	(919) 851-9214	Monro @ BJ’s
1065	2315 Davis Dr	Cary	NC	27519	(919) 461-8473	Mr. Tire
1076	1799 West William St.	Apex	NC	27523	(919) 367-1112	Mr. Tire
641	255 Shenstone Blvd.	Garner	NC	27529	(919) 329-9513	Monro @ BJ’s
1078	1415 Hwy 70	Garner	NC	27529	(919) 661-2191	Mr. Tire
1070	7931 Fayetteville Road	Raleigh	NC	27603	(919) 661-6200	Mr. Tire
1072	11011 Wakefield Commons Dr.	Raleigh	NC	27614	(919) 488-8473	Mr. Tire
355	4900 Atlantic Avenue	Raleigh	NC	27616	(919) 877-9007	Monro
642	8811 Brier Creek Parkway	Raleigh	NC	27617	(919) 806-3493	Monro @ BJ’s
269	2813 Hillsborough Road	Durham	NC	27705	(919) 286-1968	Monro
1079	1712 East Highway 54	Durham	NC	27713	(919) 544-9261	Mr. Tire
1064	232 W Thomas St.	Rocky Mount	NC	27804	(252) 977-2045	Mr. Tire
1073	1459 Wesleyan Blvd.	Rocky Mount	NC	27804	(252) 977-7444	Mr. Tire
1068	320 W Greenville Blvd	Greenville	NC	27834	(252) 756-5244	Mr. Tire
1069	2255 S Memorial Dr	Greenville	NC	27834	(252) 756-5688	Mr. Tire
1066	1130 East 10th Street	Roanoke Rapids	NC	27870	(252) 537-2524	Mr. Tire
342	2124 Forest Hills Avenue	Wilson	NC	27893	(252) 206-5760	Monro


1071	3712 Airport Blvd. NW	Wilson	NC	27896	(252) 293-1220	Mr. Tire
1067	3112 N. Croatan Highway	Kill Devil Hills	NC	27948	(252) 441-2131	Treadquarters
1063	321 North 64/264	Manteo	NC	27954	(252) 473-6155	Treadquarters
634	7905 Lyles Road NW	Concord	NC	28027	(704) 979-1349	Monro @ BJ’s
633	585 Bluefield Road	Mooresville	NC	28117	(704) 799-1822	Monro @ BJ’s
636	11715 Carolina Place Parkway	Pineville	NC	28134	(704) 544-2942	Monro @ BJ’s
1074	1198 W. New Bern Rd.	Kinston	NC	28504	(252) 523-0023	Mr. Tire
271	1121 Western Blvd. Ext.	Jacksonville	NC	28546	(910) 455-5332	Monro
1062	3905 Arendell St	Morehead City	NC	28557	(252) 726-5441	Mr. Tire
346	3301 Martin Luther King Blvd.	New Bern	NC	28562	(252) 635-6662	Monro
319	2340 Chestnut Street	Orangeburg	SC	29115	(803) 535-3050	Monro
745	2830 North Road	Orangeburg	SC	29118	(803) 534-5506	Treadquarters
747	145 West Wesmark Blvd.	Sumter	SC	29150	(803) 905-4400	Treadquarters
739	828 Dutch Square Blvd.	Columbia	SC	29210	(803) 772-8760	Treadquarters
357	2127 Ashley Phosphate Road	N. Charleston	SC	29406	(843) 572-5728	Treadquarters
742	6285 Rivers Avenue	N. Charleston	SC	29406	(843) 572-6691	Treadquarters
748	1754 Sam Rittenberg Blvd.	Charleston	SC	29407	(843) 763-0074	Treadquarters
358	1308 Folly Road	James Island	SC	29412	(843) 762-5700	Treadquarters
1094	8465 Dorchester Rd., Ste. A	N. Charleston	SC	29420	(843) 207-1300	Treadquarters
740	1205 N. Fraser Street	Georgetown	SC	29440	(843) 546-4108	Treadquarters
365	431 D St. James Avenue	Goose Creek	SC	29445	(843) 572-0055	Treadquarters
654	106 S. Goose Creek Blvd.	Goose Creek	SC	29445	(843) 818-0998	Treadquarters
692	1723 Highway 17 N.	Mt. Pleasant	SC	29464	(843) 971-2030	Treadquarters
320	1615 Old Trolley Road	Summerville	SC	29483	(843) 873-1190	Treadquarters
743	807 N. Main Street	Summerville	SC	29483	(843) 871-8006	Treadquarters
326	2180 West Palmetto Street	Florence	SC	29501	(843) 629-9600	Treadquarters
1096	3110 N. Pleasantburg Drive	Greenville	SC	29609	(864) 271-0071	Treadquarters
1095	1 Fairview Road	Taylors	SC	29687	(864) 801-1850	Treadquarters
1093	1279 Celanese Road	Rock Hill	SC	29732	(803) 324-3066	Treadquarters
340	1105 Columbus Pike	Delaware	OH	43015	(740) 369-8161	Monro
363	6580 Perimeter Loop Road	Dublin	OH	43017	(614) 718-9377	Monro
876	218 Bridge Street	Dublin	OH	43017	(614) 792-5100	Mr. Tire
303	3707 Fishinger Blvd. (Mill Run)	Columbus/Hilliard	OH	43026	(614) 850-0347	Monro
328	5454 Westchester Woods Blvd.	Hilliard	OH	43026	(614) 527-4173	Monro
212	15791 US Highway 36	Marysville	OH	43040	(937) 642-2030	Monro
238	1014 Coshocton Avenue	Mount Vernon	OH	43050	(740) 392-8250	Monro
170	1051 North 21st Street	Newark	OH	43055	(740) 366-7168	Monro
860	6186 E. Livingston	Reynoldsburg	OH	43068	(614) 861-2240	Monro
282	1111 East US Route 36	Urbana	OH	43078	(937) 484-4200	Monro
392	5956 Westerville Road	Westerville	OH	43081	(614) 901-9495	Monro
854	798 S. State Street	Westerville	OH	43081	(614) 882-9121	Monro
298	845 Park Road	Columbus	OH	43085	(614) 785-0770	Monro
882	6215 Gender Rd.	Canal Winchester	OH	43110	(614) 920-4914	Mr. Tire
175	930 N. Memorial Drive	Lancaster	OH	43130	(740) 653-4298	Monro
312	850 Refugee Road	Pickerington	OH	43147	(614) 864-7716	Monro
877	899 Refugee Road	Pickerington	OH	43147	(614) 863-2444	Mr. Tire


236	1870 Columbus Avenue (Route 62)	Washington Ct. House	OH	43160	(740) 636-0359	Monro
479	3085 Olentangy River Road	Columbus	OH	43202	(614) 262-0294	Monro
482	2260 East Livingston	Bexley	OH	43209	(614) 231-3011	Monro
883	2869 E. Main Street	Columbus	OH	43209	(614) 235-3684	Mr. Tire
481	6309 East Main Street	Columbus	OH	43213	(614) 863-1465	Monro
858	4865 East Main Street	Columbus	OH	43213	(614) 861-6047	Monro
483	5500 North High Street	Columbus	OH	43214	(614) 885-2931	Monro
872	4455 N. High Street	Columbus	OH	43214	(614) 263-7476	Mr. Tire
485	1265 Bethel Road	Columbus	OH	43220	(614) 457-1947	Monro
884	4818 Reed Road	Columbus	OH	43220	(614) 457-3310	Mr. Tire
857	2845 Tremont Road	Columbus	OH	43221	(614) 486-4569	Monro
875	3544 Riverside	Columbus	OH	43221	(614) 459-0830	Mr. Tire
856	4570 W. Broad Street	Columbus	OH	43228	(614) 878-7954	Monro
478	2321 Morse Road	Columbus	OH	43229	(614) 475-8623	Monro
879	4636 Karl Road	Columbus	OH	43229	(614) 436-7025	Mr. Tire
601	1390 North Hamilton Road	Gahanna	OH	43230	(614) 775-0114	Monro
881	5160 N. Hamilton Rd.	Columbus	OH	43230	(614) 775-9030	Mr. Tire
387	1920 Hard Road	Columbus	OH	43235	(614) 760-0658	Monro
873	6826 Sawmill Road	Columbus	OH	43235	(614) 889-0702	Mr. Tire
880	8500 Pulsar Place	Columbus	OH	43240	(614) 846-1299	Mr. Tire
254	1246 Mt. Vernon Avenue	Marion	OH	43302	(740) 386-2100	Monro
874	1070 Mt. Vernon	Marion	OH	43302	(740) 389-5040	Mr. Tire*
289	1801 South Main Street	Bellefontaine	OH	43311	(937) 593-7304	Monro
247	1385 S. Main Street	Bryan	OH	43506	(419) 636-7949	Monro
216	935 North Clinton Avenue	Defiance	OH	43512	(419) 784-9470	Monro
818	1001 Jefferson Avenue	Toledo	OH	43604	(419) 241-1306	Monro
817	3305 Secor Road	Toledo	OH	43606	(419) 535-7002	Monro
822	1707 W. Alexis	Toledo	OH	43613	(419) 474-5429	Monro
820	1946 S. Byrne Road	Toledo	OH	43614	(419) 385-9971	Monro
821	5069 Monroe Street	Toledo	OH	43623	(419) 474-0579	Monro
855	1307 Maple	Zanesville	OH	43701	(740) 454-2833	Monro
113	16032 State Route 170	E. Liverpool	OH	43920	(330) 385-4144	Monro
391	50530 Valley Center Blvd.	St. Clairsville	OH	43950	(740) 699-0238	Monro
108	4248 Sunset Blvd.	Steubenville	OH	43952	(740) 264-6558	Monro
72	1058 W. Prospect Road at West Ave.	Ashtabula	OH	44004	(440) 992-2044	Monro
338	32741 Walker Road	Avon Lake	OH	44012	(440) 933-4892	Monro
465	42483 North Ridge Road	Elyria	OH	44035	(440) 324-5030	Monro
462	4565 Great Northern Blvd.	N. Olmsted	OH	44070	(440) 734-1840	Monro
863	4710 Great Northern	N. Olmsted	OH	44070	(440) 777-2096	Mr. Tire
475	1575 Mentor Avenue	Painesville	OH	44077	(440) 357-6711	Monro
477	34300 Vine Street	Eastlake	OH	44095	(440) 269-7900	Monro
469	1477 East 55th Street	Cleveland	OH	44103	(216) 431-4415	Monro
472	6535 Broadway Avenue	Cleveland	OH	44105	(216) 429-0300	Monro
865	12027 Lake Avenue	Lakewood	OH	44107	(216) 221-4606	Mr. Tire
468	3265 West 117th Street	Cleveland	OH	44111	(216) 671-0760	Monro
473	16420 Lorain Avenue	Cleveland	OH	44111	(216) 941-0700	Monro


461	17625 Euclid Avenue	Cleveland	OH	44112	(216) 531-9924	Monro
862	2643 Warrensville	University Heights	OH	44118	(216) 932-2595	Mr. Tire
466	4311 Mayfield Road	S. Euclid	OH	44121	(216) 291-5460	Monro
870	4522 Mayfield Road	South Euclid	OH	44121	(216) 382-6634	Mr. Tire
861	6680 Mayfield Road	Mayfield Hts	OH	44124	(440) 449-6290	Mr. Tire
463	4748 Warrensville Center Road	N. Randall	OH	44128	(216) 663-0900	Monro
470	5148 Ridge Road	Brooklyn	OH	44129	(216) 741-0577	Monro
867	6575 Ridge Road	Parma	OH	44129	(440) 884-7888	Mr. Tire
467	6525 Pearl Road	Parma Heights	OH	44130	(440) 845-5566	Monro
868	16950 Bagley Road	Middleburg Hts	OH	44130	(440) 826-4277	Mr. Tire
476	7801 Broadview Road	Seven Hills	OH	44131	(216) 524-8710	Monro
864	5325 Warrensville Road	Maple Hts	OH	44137	(216) 663-8840	Mr. Tire
309	33605 Solon Road	Solon	OH	44139	(440) 349-8130	Monro
869	6120 Som Center Road	Solon	OH	44139	(440) 248-0558	Mr. Tire
835	609 Dover Center Road	Bay Village	OH	44140	(440) 892-1411	Monro
831	29778 Detroit Road	Westlake	OH	44145	(440) 835-2393	Monro
400	1584 State Road	Cuyahoga Falls	OH	44223	(330) 929-1465	Monro
838	2850 State Road	Cuyahoga Falls	OH	44223	(330) 928-7129	Monro
406	4541 Kent Road	Stow	OH	44224	(330) 678-4811	Monro
871	3745 Darrow Road	Stow	OH	44224	(330) 688-6852	Mr. Tire
294	4868 Ledgewood Drive	Medina	OH	44256	(330) 723-5497	Monro
402	175 West Avenue	Tallmadge	OH	44278	(330) 633-0313	Monro
404	984 South Arlington Street	Akron	OH	44306	(330) 773-9157	Monro
407	1680 West Market Street	Akron	OH	44313	(330) 864-4538	Monro
403	588 West Waterloo Road	Akron	OH	44314	(330) 753-0305	Monro
837	111 Ghent Road	Fairlawn	OH	44333	(330) 864-3819	Monro
120	2745 North Elm Road	Warren	OH	44483	(330) 372-1024	Monro
118	405 E. State Street	Alliance	OH	44601	(330) 823-0876	Monro
1030	30 S. Park Street	Alliance	OH	44601	(330) 823-8055	Mr. Tire
1034	1945 West State Street	Alliance	OH	44601	(330) 821-9491	Mr. Tire
1035	109 Kent Avenue	Hartville	OH	44632	(330) 877-0913	Mr. Tire
164	2344 Lincoln Way East	Massilon	OH	44646	(330) 833-1222	Monro
408	3632 Lincoln Way E.	Massillon	OH	44646	(330) 477-2227	Monro
1032	1405 Amherst Road	Massillon	OH	44646	(330) 833-0033	Mr. Tire
131	214 South Broadway	New Philadelphia	OH	44663	(330) 339-1466	Monro
177	2781 Cleveland Road	Wooster	OH	44691	(330) 345-6310	Monro
1031	620 W. Tuscarawas Street	Canton	OH	44702	(330) 452-4087	Mr. Tire
125	1205 Market Avenue at 12th Street	Canton	OH	44714	(330) 454-1629	Monro
401	3324 Whipple Avenue N.W.	Canton	OH	44718	(330) 492-0040	Monro
1033	5065 Fulton Road	Canton	OH	44718	(330) 497-8335	Mr. Tire
124	520 N. Main Street	N. Canton	OH	44720	(330) 494-6434	Monro
211	1249 Claremont Avenue	Ashland	OH	44805	(419) 289-1604	Monro
249	190 Milan Avenue	Norwalk	OH	44857	(419) 663-3133	Monro
278	3411 Milan Road	Sandusky	OH	44870	(419) 621-7722	Monro
332	2400 West State Route 18	Tiffin	OH	44883	(419) 448-4550	Monro
405	1062 Park Avenue West	Mansfield	OH	44906	(419) 529-9100	Monro


182	1344 S. Trimble Road	Mansfield	OH	44907	(419) 756-4770	Monro
846	1315 Main Street	Hamilton	OH	45013	(513) 887-0202	Monro
845	543 Nilles Road	Fairfield	OH	45014	(513) 829-1181	Monro
848	5218 Bardes Road	Mason	OH	45040	(513) 336-8448	Monro
844	4303 Grand Avenue	Middletown	OH	45044	(513) 424-0436	Monro
315	20 Lynn Avenue	Oxford	OH	45056	(513) 523-7882	Monro
830	4 Remick Blvd.	Springboro	OH	45066	(937) 885-4610	Monro
849	5900 Muhlhauser Rd.	West Chester	OH	45069	(513) 942-5007	Monro
847	938 State Route 28	Milford	OH	45150	(513) 965-0246	Monro
339	1420 Rombach Avenue	Wilmington	OH	45177	(937) 383-9060	Monro
843	35 E. Central Parkway	Cincinnati	OH	45202	(513) 241-3910	Monro
842	6255 Glenway	Cincinnati	OH	45211	(513) 481-8237	Monro
852	6200 Wooster Pike	Cincinnati	OH	45227	(513) 271-2424	Monro
841	880 Galbraith	Cincinnati	OH	45231	(513) 522-3100	Monro
840	11915 Lebanon Road	Cincinnati	OH	45241	(513) 733-8818	Monro
839	9841 Montgomery	Cincinnati	OH	45242	(513) 745-9300	Monro
853	11725 Princeton Pike	Cincinnati	OH	45246	(513) 671-1816	Monro
850	7955 Beechmont Avenue	Cincinnati	OH	45255	(513) 474-5154	Monro
316	1101 West Main Street	Troy	OH	45373	(937) 335-8492	Monro
235	495 W. Main Street	Xenia	OH	45385	(937) 374-3161	Monro
488	1355 East Dorothy Lane	Kettering	OH	45419	(937) 293-0661	Monro
490	6508 Brandt Pike	Huber Heights	OH	45424	(937) 233-9170	Monro
828	7888 Old Troy Pike	Huber Hts	OH	45424	(937) 233-8624	Monro
823	4030 Marshall Road	Kettering	OH	45429	(937) 299-3907	Monro
486	594 Woodman Drive	Dayton	OH	45431	(937) 252-9936	Monro
826	3198 Dayton-Xenia Road	Beaver Creek	OH	45434	(937) 427-0050	Monro
489	3029 Mall Park Drive	Dayton	OH	45459	(937) 434-0718	Monro
824	12 W Whipp Road	Centerville	OH	45459	(937) 433-6251	Monro
825	1180 Upper Valley Pike	Springfield	OH	45504	(937) 324-0316	Monro
827	10 W. North Street	Springfield	OH	45504	(937) 323-4751	Monro
232	739 East State Street	Athens	OH	45701	(740) 594-4153	Monro
819	2555 Elida Road	Lima	OH	45805	(419) 331-3306	Monro
260	1970 Tiffin Avenue	Findlay	OH	45840	(419) 422-2020	Monro
283	5021 Scatterfield Road	Anderson	IN	46013	(765) 683-1990	Monro
299	2015 Cherry Street	Noblesville	IN	46060	(317) 773-8158	Monro
302	202 East McClarnon Drive	Greenfield	IN	46140	(317) 462-4064	Monro
609	4706 North Keystone Avenue	Indianapolis	IN	46205	(317) 251-9251	Monro
333	7611 East 96th Street	Indianapolis	IN	46256	(317) 841-9919	Monro
947	4716 W 61st Ave	Hobart	IN	46342	(219) 947-3700	Mr. Tire
949	1250 US Highway # 41	Schererville	IN	46375	(219) 322-1712	Mr. Tire
950	451 Morthland Drive	Valparaiso	IN	46383	(219) 548-0000	Mr. Tire
948	850 W. 81st Ave.	Merrillville	IN	46410	(219) 769-6050	Mr. Tire
337	3296 Lake City Highway	Warsaw	IN	46580	(574) 267-4333	Monro
318	900 West Seventh Street	Auburn	IN	46706	(260) 925-8393	Monro
281	230 Hauenstein Road	Huntington	IN	46750	(260) 359-9760	Monro
1086	13190 West Capitol Drive	Brookfield	WI	53005	(262) 781-1591	Monro


1088	N88 W15176 Main St.	Menomonee Falls	WI	53051	(262) 251-9090	Monro
1091	2000 S. Main Street	West Bend	WI	53095	(262) 338-4800	Monro
1087	6084 S. Packard Avenue	Cudahy	WI	53110	(414) 481-9775	Monro
1085	1810 Paramount Drive	Waukesha	WI	53186	(262) 542-1888	Monro
1090	5930 W. Bluemound	Milwaukee	WI	53213	(414) 475-9900	Monro
1081	1212 South 108th Street	Milwaukee	WI	53214	(414) 778-2279	Monro
1080	5434 N. Port Washington Rd	Milwaukee	WI	53217	(414) 962-4113	Monro
1084	7500 West Layton Avenue	Milwaukee	WI	53220	(414) 282-1200	Monro
1082	3849 South 27Th Street	Milwaukee	WI	53221	(414) 282-2500	Monro
1089	6112 S. 27Th Street	Milwaukee	WI	53221	(414) 325-2999	Monro
1083	5320 Washington Ave.	Racine	WI	53406	(262) 637-1234	Monro
1092	925 S. Hastings Way	Eau Claire	WI	54701	(715) 552-0347	Monro
933	4410 W. Center Dr.	Alton	IL	62002	(618) 466-8444	Autotire
930	401 North Main Street	Edwardsville	IL	62025	(618) 656-6900	Autotire
937	6212 North Illinois	Fairview Heights	IL	62208	(618) 624-6700	Autotire
946	215 Greiner Drive	Waterloo	IL	62298	(618) 939-9777	Autotire
932	17401 Chesterfield Airport Rd.	Chesterfield	MO	63005	(636) 536-0301	Autotire
943	1914 Richardson Road	Arnold	MO	63010	(636) 467-7275	Autotire
938	14943 Manchester Road	Ballwin	MO	63011	(636) 227-6051	Autotire
936	1250 Old Orchard Center	Manchester	MO	63021	(636) 227-8300	Autotire
942	85 Hilltop Village Center Dr.	Eureka	MO	63025	(636) 587-2036	Autotire
925	730 North Highway 67	Florissant	MO	63031	(314) 831-9167	Autotire
923	14090 New Halls Ferry Road	Florissant	MO	63033	(314) 921-6161	Autotire
922	3840 Adie Road	St. Ann	MO	63074	(314) 291-0711	Autotire
940	11202 Manchester Road	Kirkwood	MO	63122	(314) 966-8505	Autotire
941	3300 Lemay Ferry Road	Mehlville	MO	63125	(314) 487-1205	Autotire
935	3742 South Lindbergh Bl.	Sunset Hills	MO	63127	(314) 843-4313	Autotire
945	11711 Baptist Church Road	Concord Village	MO	63128	(314) 842-4055	Autotire
944	5626 Telegraph Road	Oakville	MO	63129	(314) 846-0440	Autotire
928	10055 Page Avenue	Overland	MO	63132	(314) 423-7512	Autotire
921	9930 West Florissant Road	Dellwood	MO	63136	(314) 867-8330	Autotire
934	3205 Hampton Avenue	St. Louis	MO	63139	(314) 781-5754	Autotire
939	3501 South Kingshighway	St. Louis	MO	63139	(314) 352-4955	Autotire
924	2185 Droste Road	St. Charles	MO	63301	(636) 946-2300	Autotire
926	3620 Harvester Road	St. Charles	MO	63303	(636) 447-2727	Autotire
931	6796 Highway N	St. Charles	MO	63304	(636) 272-3918	Autotire
927	205 McDonald Drive	O’Fallon	MO	63366	(636) 281-3989	Autotire
929	7319 Mexico Road	St. Peters	MO	63376	(636) 397-4427	Autotire

Valvoline Supply Agreement

Schedule B

Major

Minor

Item

Valv
Item

Invoice (Ea)

Invoice (Gal)

Promo
Amount

Annual BDF

ATF3

***

DEX3ATF

***

DEX3ATFB

***

DEX6ATF

***

MER5ATF

***

0W20MAXB

***

0W20SYN

***

10W30

***

10W30B

***

10W30DURA

***

10W30DURAB

***

10W30MAX

***

10W30MAXB

***

10W30SYN

***

10W40

***

10W40B

***

10W40DURA

***

10W40MAX

***

15W40

***

15W40B

***

20W50

***

20W50B

***

20W50DURA

***

20W50MAX

***

20W50SYN

***

5W20

***

5W20B

***

5W20DURA

***

5W20DURAB

***

5W20MAX

***

5W20MAXB

***

5W20SYN

***

5W30

***

5W30B

***

5W30DURA

***

5W30DURAB

***

5W30MAX

***

5W30MAXB

***

5W30SYN

***

5W30SYNB

***

5W40SYN

***

DEXQT

***

715

MAXATF

***

715

MAXATFB

***

715

TYPFATF

***

Schedule C

Product Price Adjustments

As referenced in the Agreement effective August 1, 2012 between ACM and CUSTOMER, future price adjustments shall comply with the following:

Pricing Adjustments for Products listed on Section 3(i) of the Agreement

I. The average of the price *** effect at the time of execution of the Agreement, as published in ***. The average of the price of *** in effect at the time of execution of the Agreement, as published in ***, is ***. The average of the price of *** at the time of execution of the Agreement. Oil prices may be adjusted every *** (limited to *** per calendar year), (the “Adjusted Pricing”) based upon changes in the ***, as published (***:

(a)

during the week of *** and,

(b)

during the week of *** and

(b)

during the week of ***.

Any increase or decrease in the *** shall result in Adjusted Pricing effective on *** ^. Any increase or decrease in the *** shall result in Adjusted Pricing effective ***. Any increase or decrease in the *** shall result in Adjusted Pricing effective ***. However, at no time shall the *** adjustment increase exceed the published and/or announced finished goods price adjustment as generally published to the North American marketplace.

***.

Bulk Drum Equalization

Every *** months (but no more than *** times per year), the parties agree to negotiate drum and bulk equalization prices in order to support ACM’s additional costs related to drum deliveries. The initial adjustment shall occur for *** and for premium products (to include MaxLife, SynPower and DuraBlend) no later than ***. Thereafter, the pricing would be reviewed on the schedule set forth above.

Pricing Adjustment for all Other Products

For all other Products (“Other Products”) sold and delivered under the Agreement, CUSTOMER shall pay ACM’s applicable prices. Prices are subject to change upon written notice to CUSTOMER, and such notice shall be delivered at least *** days in advance, however, any future price adjustments shall generally allow CUSTOMER to remain competitive with comparable products sold by its competitors. Specifically, any price adjustments to the Other Products made under the terms of this Agreement will be limited to the published adjustments implemented by ACM across its then-existing customers.

Exhibit 31.1

CERTIFICATION

I, John W. Van Heel, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Monro Muffler Brake, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2013

/s/ John W. Van Heel

John W. Van Heel

Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Catherine D’Amico, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Monro Muffler Brake, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2013

/s/ Catherine D’Amico

Catherine D’Amico

Executive Vice President – Finance and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to, and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), each of the undersigned hereby certifies in the capacity and on the date indicated below that:

1. The Quarterly Report of Monro Muffler Brake, Inc. (“Monro”) on Form 10-Q for the period ended December 29, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Monro.


/s/ John W. Van Heel		Dated: February 7, 2013
John W. Van Heel
Chief Executive Officer and President

/s/ Catherine D’Amico		Dated: February 7, 2013
Catherine D’Amico
Executive Vice President – Finance and Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company