MONRO MUFFLER BRAKE INC (Form: 10-Q, Received: 02/04/2016 14:31:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended Dec ember 26 , 2015.

☐ 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	(I.R.S. Employer
incorporation or organization)	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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate w ebsite, 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). ☒ 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):


Large accelerated filer	☒		Accelerated f iler	☐
Non-accelerated filer	☐	( Do not check if a smaller reporting company)	Smaller reporting company	☐

Indicate by check mark whether the registrant is a s hell c ompany (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of January 22, 2016 , 32,194,656 shares of the r egistrant's c ommon s tock, par value $ .01 per share, were outstanding.

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MONRO MUFFLER BRAKE, INC.

IND EX


Part I. Financial Information	Page No.
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at Dec ember 26 , 2015 and March 28, 2015	3
Consolidated Statements of Comprehensive Income for the quarters and nine months ended D e c ember 26, 2015 and D e c ember 27, 2014	4
Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended D e c ember 26, 2015	5
Consolidated Statements of Cash Flows for the nine months ended D e c ember 26, 2015 and D e c ember 27, 201 4	6
Notes to Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	17
Part II. Other Information
Item 1. Legal Proceedings	18
Item 6. Exhibits	18
Signatures	19
Exhibit Index	20

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MONRO MUFFLER BRAKE, INC.

PA RT I - FINANCIAL INFORMATION

Ite m 1. Financial Statements

MO NRO MUFFLER BRAKE, INC.

CONSOLIDATED BALANCE SHEET S

(UNAUDITED)



	December 26,		March 28,
	2015		2015
	(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	4,165	$	7,730
Trade receivables		4,475		2,561
Federal and state income taxes receivable		2,018		—
Inventories		131,315		129,727
Deferred income tax assets		15,075		13,942
Other current assets		32,739		21,324
Total current assets		189,787		175,284
Property, plant and equipment		630,754		592,206
Less - Accumulated depreciation and amortization		(281,670)		(265,454)
Net property, plant and equipment		349,084		326,752
Goodwill		399,353		349,088
Intangible assets		40,280		34,555
Other non-current assets		12,474		11,947
Long-term deferred income tax assets		11,641		10,168
Total assets	$	1,002,619	$	907,794
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt, capital leases and financing obligations	$	10,770	$	8,908
Trade payables		69,241		62,920
Federal and state income taxes payable		—		385
Accrued payroll, payroll taxes and other payroll benefits		16,726		22,265
Accrued insurance		35,939		32,373
Warranty reserves		10,956		10,752
Other current liabilities		17,684		18,190
Total current liabilities		161,316		155,793
Long-term capital leases and financing obligations		161,855		133,145
Long-term debt		127,359		122,543
Accrued rent expense		5,226		5,342
Other long-term liabilities		19,168		14,458
Long-term income taxes payable		3,644		2,902
Total liabilities		478,568		434,183
Commitments and contingencies
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 shares authorized; 38,492,533 and 38,007,537 shares issued at December 26, 2015 and March 28, 2015, respectively		385		380
Treasury Stock, 6,316,652 and 6,180,489 shares at December 26, 2015 and March 28, 2015, respectively, at cost		(105,856)		(95,638)
Additional paid-in capital		183,684		160,880
Accumulated other comprehensive loss		(4,899)		(4,584)
Retained earnings		450,688		412,524
Total shareholders' equity		524,051		473,611
Total liabilities and shareholders' equity	$	1,002,619	$	907,794

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

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M ONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT S OF COMPREHENSIVE INCOME

(UNAUDITED)



	Quarter Ended				Nine Months Ended
	Fiscal December				Fiscal December
	2015		2014		2015		2014
	(Dollars in thousands,
	except per share data)
Sales	$	238,942	$	236,553	$	714,617	$	675,358
Cost of sales, including distribution and occupancy costs		145,575		146,357		420,807		405,667
Gross profit		93,367		90,196		293,810		269,691
Operating, selling, general and administrative expenses		66,932		62,237		199,669		183,395
Operating income		26,435		27,959		94,141		86,296
Interest expense, net of interest income		3,853		2,929		11,003		7,837
Other income, net		(193)		(506)		(396)		(811)
Income before provision for income taxes		22,775		25,536		83,534		79,270
Provision for income taxes		7,544		9,550		30,632		30,022
Net income		15,231		15,986		52,902		49,248
Other comprehensive loss, net of tax:
Changes in pension, net of tax benefit		(105)		(62)		(315)		(185)
Comprehensive income	$	15,126	$	15,924	$	52,587	$	49,063
Earnings per share:
Basic	$	.47	$	.50	$	1.64	$	1.55
Diluted	$	.46	$	.49	$	1.59	$	1.50

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

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MO NRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)

(Dollars and shares in thousands)



												Accumulated
										Additional		Other
	Preferred Stock			Common Stock			Treasury Stock			Paid-in		Comprehensive		Retained
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Loss		Earnings		Total
Balance at March 28, 2015	33	$	49	38,008	$	380	6,180	$	(95,638)	$	160,880	$	(4,584)	$	412,524	$	473,611
Net income															52,902		52,902
Other comprehensive loss:
Pension liability adjustment [( $505 ) pre-tax]													(315)				(315)
Cash dividends (1) : Preferred															(342)		(342)
Common															(14,396)		(14,396)
Tax benefit from exercise of stock options											5,907						5,907
Exercise of stock options (2)				485		5	137		(10,218)		14,584						4,371
Stock-based compensation											2,313						2,313
Balance at December 26, 2015	33	$	49	38,493	$	385	6,317	$	(105,856)	$	183,684	$	(4,899)	$	450,688	$	524,051

(1)

Represents first, second and third quarter fiscal year 2016 dividend payment s of $.15 per common share or common share equivalent paid on June 11, 2015 , August 27, 2015 and December 24, 2015, respectively .

(2)

Includes the receipt of treasury stock in connection with the exercise of stock options and to partially satisfy tax withholding obligations.

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

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MO NRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT S OF CASH FLOWS

(UNAUDITED)



	Nine Months Ended
	Fiscal December
	2015		2014
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	52,902	$	49,248
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		29,402		26,172
Gain on bargain purchase		—		(386)
(Gain) loss on disposal of assets		(383)		638
Stock-based compensation expense		2,313		2,885
Excess tax benefits from share-based payment arrangements		(8)		(81)
Net change in deferred income taxes		4,691		1,252
Change in operating assets and liabilities (excluding acquisitions):
Trade receivables		(1,654)		(481)
Inventories		(714)		(6,429)
Other current assets		(10,913)		(2,245)
Other non-current assets		568		(1,083)
Trade payables		5,281		14,260
Accrued expenses		(3,067)		(2,603)
Federal and state income taxes payable		3,504		7,994
Other long-term liabilities		(923)		(988)
Long-term income taxes payable		742		463
Total adjustments		28,839		39,368
Net cash provided by operating activities		81,741		88,616
Cash flows from investing activities:
Capital expenditures		(28,841)		(26,517)
Acquisitions, net of cash acquired		(48,157)		(82,658)
Proceeds from the disposal of assets		2,453		365
Net cash used for investing activities		(74,545)		(108,810)
Cash flows from financing activities:
Proceeds from borrowings		280,006		275,623
Principal payments on long-term debt, capital leases
and financing obligations		(282,979)		(241,607)
Exercise of stock options		6,942		2,124
Excess tax benefits from share-based payment arrangements		8		81
Dividends paid		(14,738)		(12,610)
Net cash (used for) provided by financing activities		(10,761)		23,611
(Decrease) increase in cash		(3,565)		3,417
Cash at beginning of period		7,730		1,205
Cash at end of period	$	4,165	$	4,622

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

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

N ote 1 – Condensed Consolidated Financial Statements

The consolidated balance sheets as of December 26, 2015 and March 28, 2015, the consolidated statements of comprehensive income for the quarters and nine months ended December 26, 2015 and December 27, 2014, the consolidated statement of changes in shareholders’ equity for the nine months ended December 26, 2015, and the consolidated statements of cash flows for the nine months ended December 26, 2015 and December 27, 2014, include financial information for Monro Muffler Brake, Inc. and its wholly-owned subsidiaries, Monro Service Corporation and Car-X, LLC (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 year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. 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 28, 2015.

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 D e c ember 2015”	September 2 7 , 2015 - December 26 , 2015 (13 weeks)
“Quarter Ended Fiscal D e c ember 2014”	September 2 8 , 2014 - December 27 , 2014 (13 weeks)
“Nine Months Ended Fiscal December 2015”	March 29, 2015 - D e c ember 26, 2015 ( 39 weeks)
“Nine Months Ended Fiscal December 2014”	March 30, 2014 - D e c ember 27, 2014 ( 39 weeks)

Fiscal year 2016, ending March 26, 2016, is a 52 week year.

Recent Accounting Pronouncements

In May 2014, the FASB issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. In August 2015, the FASB delayed the effective date of the guidance to fiscal years beginning after December 15, 2017. Early adoption is permitted, but not before the original effective date for public entities. We are currently evaluating the potential effect of the adoption of this guidance on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the presentation of debt issuance costs. This guidance will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This guidance is effective for fiscal years and for interim periods within those years beginning after December 15, 2015. Retrospective adoption is required. In September 2015, the FASB issued guidance clarifying that debt issuance costs related to revolver and line of credit arrangements can be recorded as an asset and amortized over the term of the arrangement, which is consistent with Monro’s current presentation. The adoption of this guidance will not have a material effect on our Consolidated Financial Statements.

In April 2015, the FASB issued new accounting guidance related to the measurement date of an employer's defined benefit obligation and plan assets. This guidance permits a reporting entity with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The new guidance should be applied on a prospective basis. The adoption of this guidance is not expected to have a material impact on our Consolidated Financial Statements.

In July 2015, the FASB issued new accounting guidance for the reporting of inventory. This guidance requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the potential effect of the adoption of this guidance on our Consolidated Financial Statements.

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In September 2015, the FASB issued new accounting guidance that is intended to simplify the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. This guidance requires an entity to present separately on the face of the income statement or disclose in the notes the amount recorded in current period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years and for interim periods within those years beginning after December 15, 2015. The adoption of this guidance is not anticipated to have a material effect on our Consolidated Financial Statements.

In November 2015, the FASB issued new guidance related to the balance sheet classification of deferred taxes. This guidance will require that deferred taxes and liabilities be classified as non-current in a classified statement of financial position. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Early adoption is permitted. T he adoption of this guidance will not have a material effect on our Consolidated Financial Statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the SEC did not, or are not expected to have a material effect on Monro’s Consolidated Financial Statements.

Guarantees

We have guaranteed certain lease payments, primarily related to franchisees, amounting to $1 1.0 million. This amount represents the maximum potential amount of future payme nts under the guarantees as of D e c ember 26, 2015. The leases are guaranteed through April 2020 . In the event of default by the franchise owner, we generally retain the right to assume the lease of the related store, enabling us to re-franchise the location or to operate that location as a com pany- operated store. As of D e c ember 26 , 2015, we recorded a liability of $.4 million related to anticipated defaults under the foregoing leases.

Note 2 – Acquisitions

Monro’s 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 Event

On January 31, 2016, we acquired one retail tire and automotive repair store located in Georgia that will operate under the Mr. Tire name. The acquisition was financed through our existing credit facility.

Fiscal 2016

During fiscal 2016, we acquired the following businesses for a n aggregate purchase price of $50.8 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquisitions are included in Monro’s financial results from the respective acquisition dates.

On December 13, 2015, we acquired four retail tire and automotive repair stores from a former Car-X franchisee located in Wisconsin, as well as one retail tire and automotive repair store located in Florida. These store s operate under the Car-X name and The Tire Choice name, respectively.

In July and August 2015, we acquired three retail tire and automotive repair stores located in Illinois and Indiana from two former Car-X franchisees. These stores operate under the Car-X name.

On August 16, 2015, we acquired 27 reta il tire and automotive repair stores located in Central New York and Pennsylvania from Kost Tire. These stores o perate under the Mr. Tire name.

On July 12, 2015, we acquired four retail tire and automotive repair stores located in Massachusetts from Windsor Tire Co., Inc. These stores operate unde r the Monro Brake & Tire name.

On April 25, 2015, we acquired the Car-X Brand, as well as the franchise rights for 146 auto service centers from Car-X Associates Corp., a subsidiary of Tuffy Associates Corp. At the time of acquisition, the Car-X stores were owned and operated by 32 independent Car-X franchisees in Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri, Ohio, Tennessee, Texas and Wisconsin. The franchise locations operate under the Car-X name. Monro operates as the franchisor through a standard royalty agreement, while Car-X remains a separate and independent brand and business through Car-X, LLC, M onro’s wholly-owned subsidiary, with franchise operations based in Illinois.

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combini n g these business es with ours, 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, trade name, favorable leases and franchise agreements.

We expensed all costs related to acquisitions in the nine months ended D e c ember 26, 2015. The total costs related to completed acquisitions were $. 1 million and $. 6 million for the three and nine months ended D e c ember 26, 2015, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales for the fiscal 2016 acquired entities, including franchise royalty income, for the three and nine months ended D e c ember 26, 2015 totaled $9.6 million and $15.6 million, respectively, for the period from acquisition date through D e c ember 26, 2015.

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 preliminary fair values of identifiable assets acquired and liabilities assumed were based on preliminary valuations and estimates. The excess of the net purchase price over net tangible and intangible assets acquired was recorded as goodwill. The preliminary allocation of the aggregate purchase price as of D e c ember 26, 2015 was as follows:



	As of Acquisition Date
	(Dollars in thousands)
Trade receivables	$	260
Inventories		929
Other current assets		502
Property, plant and equipment		10,080
Intangible assets		11,708
Long-term deferred income tax assets		5,583
Other non-current assets		25
Total assets acquired		29,087
Warranty reserves		162
Other current liabilities		1,610
Long-term capital leases and financing obligations		22,143
Other long-term liabilities		545
Total liabilities assumed		24,460
Total net identifiable assets acquired	$	4,627
Total consideration transferred	$	50,769
Less: total net identifiable assets acquired		4,627
Goodwill	$	46,142

The total consideration of $50.8 million is comprised of $44.8 million in cash, and a $6.0 million payable to a seller . The payable is being liquidated via equal monthly payments through August 2022.

The following are the intangible assets acquired and their respective fair values and weighted average useful lives:



	Dollars in thousands		As of Acquisition Date Weighted Average Useful Life
Customer relationships	$	1,369		7 years
Trade name		2,100		15 years
Franchise agreements		7,200		18 years
Favorable leases		1,039		15 years
Total	$	11,708		16 years

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal 2015

During fiscal 2015, we acquired the following businesses for an aggregate purchase price of $82.7 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquisitions were included in Monro’s financial results for the period from acquisition date through D e c ember 27, 2014 .

On December 7, 2014, we acquired nine retail tire and automotive repair stores in Florida from Gold Coast Tire & Auto Centers. These stores operate under The Tire Choice name.

During July and December 2014, we acquired four retail tire and automotive repair stores located in New York and Georgia through four separate transactions. These stores operate under the Mr. Tire name.

On September 28, 2014, we acquired nine retail tire and automotive repair stores located in Georgia from Wood & Fullerton Stores, LLC. These stores operate under the Mr. Tire name.

On August 8, 2014, we acquired 35 retail tire and automotive repair stores located in Florida from Hennelly Tire & Auto, Inc. These stores operate under The Tire Choice name.

On June 15, 2014, we acquired ten and nine retail tire and automotive repair stores located in Michigan from Lentz U.S.A. Service Centers, Inc. and Kan Rock Tire Company, Inc., respectively. Two of the acquired stores never opened. These stores operate under the Monro Brake & Tire name.

On April 13, 2014, we acquired two retail tire and automotive repair stores located in New Hampshire from Bald Tire & Auto, Inc. These stores were previously Tire Warehouse franchise locations and continue to operate under the Tire Warehouse name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, 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 trade names, customer relationships and favorable leases.

We expensed all costs related to acquisitions in the nine months ended D e c ember 27, 2014. The total costs related to completed acquisitions were $.3 million and $. 9 million for the three and nine months ended D e c ember 27, 2014, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales for the fiscal 2015 acquired entities for the three and nine months ended D e c ember 27, 2014 totaled $18.8 million and $29.5 million, respectively, for the period from acquisition date through D e c ember 27, 2014.

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.

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We have recorded the identifiable assets acquired and liabilities assumed at their estimated fair value as of their respective acquisition dates, with the remainder recorded as goodwill as follows:



	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	4,974
Other current assets		563
Property, plant and equipment		33,788
Intangible assets		7,311
Long-term deferred income tax assets		16,728
Other non-current assets		72
Total assets acquired		63,436
Warranty reserves		737
Other current liabilities		3,476
Long-term capital leases and financing obligations		55,036
Other long-term liabilities		1,465
Total liabilities assumed		60,714
Total net identifiable liabilities acquired	$	2,722
Total consideration transferred	$	82,709
Plus: gain on bargain purchase		383
Less: total net identifiable liabilities acquired		2,722
Goodwill	$	80,370

The following are the intangible assets acquired and their respective fair values and weighted average useful lives:



	Dollars in thousands		As of Acquisition Date Weighted Average Useful Life
Trade names	$	1,900		10 years
Customer relationships		2,034		7 years
Favorable leases		3,377		14 years
Total	$	7,311		11 years

As a result of the updated purchase price allocations, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates include an increase in property, plant and equipment of $3 . 6 million; a decrease in intangible assets of $1. 7 million; an increase in long-term deferred income tax assets of $1. 5 million; an in crease in current liabilities of $. 7 million; an in crease in long-term capital leases and financing obligations of $7.2 million ; and a decrease in purchase price of $. 4 million . The measurement period adjustments resulted in an increase to goodwill of $4. 1 million.

We continue to refine the valuation data and estimates primarily related to inventory, road hazard warranty, intangible assets, real estate and real property leases for fiscal 2015 acquisitions subsequent to D e c ember 27, 2014, and for the fiscal 2016 acquisition s , and expect to complete valuations no later than the first anniversary date of the respective acquisition. We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed and those adjustments may or may 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.

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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
	2015		2014		2015		2014
	(Dollars in thousands,
	except per share data)
Numerator for earnings per common share calculation:
Net Income	$	15,231	$	15,986	$	52,902	$	49,248
Preferred stock dividends		(114)		(98)		(342)		(296)
Income available to common stockholders	$	15,117	$	15,888	$	52,560	$	48,952
Denominator for earnings per common share calculation:
Weighted average common shares, basic		32,077		31,596		31,966		31,558
Effect of dilutive securities:
Preferred stock		760		760		760		760
Stock options		496		481		609		514
Weighted average number of common shares, diluted		33,333		32,837		33,335		32,832
Basic Earnings per common share:	$	.47	$	.50	$	1.64	$	1.55
Diluted Earnings per common share:	$	.46	$	.49	$	1.59	$	1.50

The computation of diluted EPS excludes the effect of the assumed exercise of approximately 16 4 ,000 and 1 68 ,000 stock options for the three and nine months ended fiscal D e c ember 26, 2015 , respectively , and 1 53 ,000 and 1 54 ,000 for the three and nine months ended D e c ember 27, 2014, respectively . 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 $8. 0 million and $ 7.5 million at D e c ember 26 , 201 5 and March 28 , 201 5 , respectively, the majority of which, if recognized, would affect the effective tax rate. As of D e c ember 26 , 201 5 , we had approximately $ . 6 million of interest and penalties accrued related to unrecognized tax benefits.

We file U.S. federal income tax returns and income tax returns in various state jurisdictions. Our fiscal 201 3 through fiscal 201 5 U.S. federal tax years and various state tax years remain subject to income tax examinations by tax authorities.

Note 5 – Fair Value

Long-term debt had a carrying amount and a fair value of $ 1 27.4 million as of D e c ember 26 , 201 5 , as compared to a carrying a mount and a fair value of $ 122.5 million as of March 2 8 , 201 5 . The fair value of 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 Monro for debt with similar maturities.

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 – Supplemental Disclosure of Cash Flow Information

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

Nine Months Ended D e c ember 26 , 2015:

In connection with the fiscal 2016 acquisition s , liabilities were assumed as follows:



	(Dollars in thousands)
Fair value of assets acquired	$	29,087
Goodwill acquired		46,142
Cash paid, net of cash acquired		(44,769)
Less: Amount payable to the seller		(6,000)
Liabilities assumed	$	24,460

Nine Months Ended D e c ember 27 , 2014:

In connection with the fiscal 2015 acquisitions, liabilities were assumed as follows:



	(Dollars in thousands)
Fair value of assets acquired	$	63,436
Goodwill acquired		80,370
Gain on bargain purchase		(383)
Cash paid, net of cash acquired		(82,709)
Liabilities assumed	$	60,714

These amounts reflect final purchase accounting adjustments for the fiscal 2015 acquisitions. (See Note 2).

Purchase accounting adjustments related to the fiscal 2015 acquisitions increased goodwill by $4.1 million in fiscal 2016.

Note 7 – Cash Dividend

In May 201 5 , our Board of Directors declared its intention to pay a regular quarterly cash dividend during fiscal 201 6 of $.1 5 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 201 6 . 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.

Note 8 – Subsequent Events

On January 25, 2016, we e ntered into a new five - year, $600 million Senior Secured Revolving Credit Facility agreement with nine banks (the “Credit Facility”). Interest only is payable monthly throughout the Credit Facility’s term. The Credit Facility increases our current borrowing capacity by $350 million to $600 million and includes an accordion feature permitting us to request an increase in availability of up to an additional $100 million, an increase of $25 million from our prior financing agreement. The expanded facility bears interest at 75 to 175 basis points over LIBOR.

Within the Credit Facility, we have a sub-facility of $80 million for the purpose of issuing standby letters of credit. The line requires fees aggregating 87.5 to 187.5 basis points over LIBOR annually of the face amount of each standby letter of credit, payable quarterly in arrears.

Specific terms and the maintenance of specified ratios are generally consistent with our prior financing agreement. 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.

See Note 2 for a discussion of an acquisition subsequent to December 26, 2015.

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Ite m 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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 Quarterly Report on Form 10-Q, the words “anticipates”, “believes”, “contemplates”, “see”, “could”, “estimate”, “appear”, “intend”, “plans” and variations thereof and similar expressions, are intended to identify 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, product demand, dependence on and competition within the primary markets in which Monro’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, seasonality, the impact of weather conditions, the impact of competitive services and pricing, 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, disruption or unauthorized access to our computer systems, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to integration of acquired businesses, including goodwill impairment and the risks set forth in our Annual Report on Form 10-K for the fiscal year ended March 2 8 , 201 5 . Except as required by law, we do not undertake and specifically disclaim any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

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				Nine Months Ended
	Fiscal December				Fiscal December
	2015		2014		2015		2014
Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales, including distribution and occupancy costs	60.9		61.9		58.9		60.1
Gross profit	39.1		38.1		41.1		39.9
Operating, selling, general and administrative expenses	28.0		26.3		27.9		27.2
Operating income	11.1		11.8		13.2		12.8
Interest expense - net	1.6		1.2		1.5		1.2
Other income - net	(0.1)		(0.2)		(0.1)		(0.1)
Income before provision for income taxes	9.5		10.8		11.7		11.7
Provision for income taxes	3.2		4.0		4.3		4.4
Net income	6.4	%	6.8	%	7.4	%	7.3	%

Third Quarter and Nine Months Ended December 26, 2015 Compared to Third Quarter and Nine Months Ended December 27, 2014

Sales were $238.9 million for the quarter ended December 26, 2015 as compared with $236.6 million for the quarter ended December 27, 2014. The sales increase of $2.4 million, or 1.0%, was due primarily to an increase of $13.9 million related to new stores, of which $13.0 million came from the fiscal 2015 and fiscal 2016 acquisitions. Partially offsetting this was a decrease in comparable store sales of 2.5%. Additionally, there was a decrease in sales from closed stores amounting to $5.2 million, largely related to the BJ’s store closures in fiscal year 2015. There were 89 selling days in both the quarters ended December 26, 2015 and December 27, 2014.

Additionally, during the quarter ended December 27, 2014, we completed the bulk sale of approximately $2.1 million of slower moving inventory to a barter company in exchange for barter credits. There was no similar transaction in the third quarter of fiscal 2016.

Sales were $714.6 million for the nine months ended December 26, 2015 as compared with $675.4 million for the nine months ended December 27, 2014. The sales increase of $39.3 million or 5.8%, was due primarily to an increase of $57.6 million related to new stores, of which $53.7 million came from the fiscal 2015 and fiscal 2016 acquisitions. Partially offsetting this was a decrease in sales from closed stores amounting to $16.5 million. Additionally, there was a decrease in comparable store sales of .3%. There were 270 selling days in both the first nine months of fiscal 2016 and fiscal 2015.

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Barter sales of slower moving inventory totaled approximately $2.0 million and $5.0 million for the nine months ended December 26, 2015 and December 27, 2014, respectively.

At December 26, 2015, we had 1,031 company-operated stores and 138 franchised locations as compared with 1,017 company-operated stores and one franchised location at December 27, 2014. During the quarter ended December 26, 2015, we added seven company-operated stores and closed five stores. Year-to-date, we have added 46 c ompany-operated stores and closed 14 stores.

With regard to franchised locations, we opened one during the third quarter of this year, closed two and purchased four. Year-to- date , we have opened one franchised location, closed three and purchased seven.

The third quarter fiscal 2016 decline in comparable store sales related primarily to a decline of approximately 4% in comparable store tire sales, resulted mainly from the impact of milder winter weather conditions in our markets. Historically, the Company’s third fiscal quarter is the strongest quarter for tire sales due to harsh winter weather conditions. Despite the adverse weather impact , comparable store sales in some key service categories remained positive, including an increase of approximately 2% in brakes and 6% in alignments.

Gross profit for the quarter ended December 26, 2015 was $93.4 million or 39.1% of sales as compared with $90.2 million or 38.1% of sales for the quarter ended December 27, 2014. The increase in gross profit for the quarter ended December 26, 2015, as a percentage of sales, is due to a decrease in material costs. Total material costs, including outside purchases, decreased as a percentage of sales as compared to the quarter ended December 27, 2014. This was largely due to a decrease in oil and tire costs, as well as a shift in mix from the lower margin tire category to higher margin service categories. Additionally, the barter sale in the quarter ended December 27, 2014 had a small negative impact on gross profit, as the margin recognized in these transactions is typically less than our normal profit margin.

Offsetting the decrease in total material costs, as a percentage of sales, was a slight increase in distribution and occupancy costs, which are largely fixed costs , and slight increase in labor costs as compared to the comparable period in the prior year. However , productivity, as measured by sales per man hour, was up as compared to the same quarter of last year.

Gross profit for the nine months ended December 26, 2015 was $293.8 million or 41.1% of sales as compared with $269.7 million or 39.9% of sales for the nine months ended December 27, 2014. The year-to-date increase in gross profit as a percent of sales is largely due to decreased material costs as described above, but all related to cost and not mix, as well as the impact of the barter transactions. Additionally, labor costs as a percentage of sales decreased slightly as compared to the prior year.

Operating expenses for the quarter ended December 26, 2015 were $66.9 million or 28.0% of sales as compared with $62.2 million or 26.3% of sales for the quarter ended December 27, 2014. As a percent of sales, the increase is largely due to an increase of $2.1 million of due diligence costs (the majority of which related to an unsuccessful transaction), as well as the pressure of relatively fixed store direct costs on negative comparable store sales.

For the nine months ended December 26, 2015, operating expenses increased by $16.3 million to $199.7 million from the comparable period of the prior year and were 27.9% of sales as compared to 27.2% of sales for the nine months ended December 27, 2014. Largely accounting for the increase as a percent of sales, was an increase of $2.5 million of due diligence costs as compared to the first nine months of the prior year, as well as margin pressure related to negative comparable store sales.

Operating income for the quarter ended Dec ember 26, 2015 of approximately $26.4 million decreased by 5.5% as compared to operating income of approximately $28.0 million for the quarter ended Dec ember 27, 2014 , and decreased as a percentage of sales from 11.8% to 11.1% for the reasons described above.

Operating income for the nine months ended December 26, 2015 of approximately $94.1 million increased by 9.1% as compared to operating income of approximately $86.3 million for the nine months ended December 27, 2014, and increased as a percentage of sales from 12.8% to 13.2% for the reasons described above.

Net interest expense for the quarter ended December 26, 2015 increased by approximately $.9 million as compared to the same period in the prior year, and increased from 1.2% to 1.6% as a percentage of sales for the same periods. The weighted average debt outstanding for the quarter ended December 26, 2015 increased by approximately $15 million as compared to the quarter ended December 27, 2014. This increase is all related to an increase in capital lease debt recorded in connection with the fiscal 2015 and fiscal 2016 acquisitions, partially offset by a decrease in debt outstanding under our Revolving Credit Facility. There was also an increase in the weighted average interest rate of approximately 100 basis points from the prior year, largely due to capital lease debt, as well as an increase in the LIBOR and prime rates versus the same time last year.

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Net interest expense for the nine months ended December 26, 2015 increased by approximately $3.2 million as compared to the same period in the prior year, and increased from 1.2% to 1.5% as a percentage of sales for the same periods. Weighted average debt increased by approximately $48 million and the weighted average interest rate increased by approximately 75 basis points as compared to the same period of the prior year due to an increase in capital lease debt.

The effective income tax rate for the quarter ended December 26, 2015 and December 27, 2014 was 33.1% and 37.4%, respectively. The decrease in the effective income tax rate for the quarter ended December 26, 2015 related primarily to a net tax benefit that was recorded for $.7 million. Prior to the quarter ended December 26, 2015, we engaged tax specialists to assess the qualification of intercompany transactions in accordance with U.S. Treasury Regulations of the Internal Revenue Code Section 482. Based on this assessment, we concluded that certain tax benefits of $.7 million should be recognized as a discrete item during this period. E x cluding this net tax benefit, the effective income tax rate would have been approximately 36.3% for the quarter ended December 26, 2015.

Over the past five years, we have recorded an average tax benefit of approximately $.02 earnings per share in the third quarter of each fiscal year, primarily due to normal accounting for uncertain tax positions and other third quarter provision-to-return adjustments. This year was slightly higher due to the reduction of tax reserves related to the aforementioned refinement of transfer pricing.

The effective tax rate for the nine months ended December 26, 2015 and December 27, 2014 was 36.7% and 37.9%, respectively, of pre-tax income.

Net income for the quarter ended December 26, 2015 of $15.2 million decreased 4.7% from net income for the quarter ended December 27, 2014. Earnings per share on a diluted basis for the quarter ended December 26, 2015 of $.46 decreased 6.1%.

For the nine months ended December 26, 2015, net income of $52.9 million increased 7.4% and diluted earnings per share of $1.59 increased 6.0%.

Capital Resources and Liquidity

Capital Resources

Our primary capital requirements in fiscal 2016 are the upgrading of facilities and systems and the funding of our store expansion program, including potential acquisitions of existing store chains. For the nine months ended December 26, 2015, we spent approximately $77. 0 million on these items. Capital requirements were met primarily by cash flow from operations and from our revolving credit facility.

In May 2015, our Board of Directors declared its intention to pay a regular quarterly cash dividend of $.15 per common share or common share equivalent beginning with the first quarter of fiscal 2016. We paid dividends of $14.7 million during the nine months ended December 26, 2015. 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 Monro’s 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.

We also plan to continue to seek suitable acquisition candidates. We believe we have sufficient resources available (including 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”). 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. Six banks participat e in the syndication. There was $127.4 million outstanding under the Credit Facility at December 26, 2015.

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 $23.7 million at December 26, 2015.

The net availability under the Credit Facility at December 26, 2015 was $98.9 million.

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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 were in compliance with all debt covenants at December 26, 2015.

On January 25, 2016, we entered into a new five-year, $600 million Senior Secured Revolving Credit Facility agreement with nine banks (the “New Credit Facility”). The New Credit Facility includes an accordion feature permitting us to request an increase in availability of up to an additional $100 million. Within the New Credit Facility, we have a sub-facility of $80 million for the purpose of issuing standby letters of credit.

We have financed certain store properties and equipment with capital leases/financing obligations, which amounted to $172.6 million at December 26, 2015 and are due in installments through fiscal year 2045.

Recent Accounting Pronouncements

Refer to Note 1 for the discussion of recent accounting pronouncements.

It em 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from potential changes in interest rates. There was no fixed rate debt outstanding at December 26, 2015. Our cash flow exposure on floating rate debt would result in annual interest expense fluctuations of approximately $1.3 million based upon our debt position at December 26, 2015 and $1.2 million for the fiscal year ended March 28, 2015, given a 1% change in LIBOR.

Debt financing had a carrying amount and a fair value of $127.4 million as of December 26, 2015, as compared to a carrying amount and a fair value of $122.5 million as of March 28, 2015.

Ite m 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 to the Securities and Exchange Commission 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 our 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 over financial reporting

There were no changes in our internal control over financial reporting during the quarter ended D e c ember 26 , 201 5 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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MON RO MUFFLER BRAKE, INC.

PART II – OTHER INFORMATION

Ite m 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.

Ite m 6. Exhibits

Exhibits

10.04a – Amendment No. 1 to April 1, 2013 Restatement, dated October 27, 2014, to the Monro Muffler Brake, Inc. Retirement Plan

10.04b – Amendment No. 2 to April 1, 2013 Restatement, dated December 10, 2015, to the Monro Muffler Brake, Inc. Retirement Plan

10.05a – First Amendment to the 2014 Restatement, dated December 10, 2015, to the Monro Muffler Brake, Inc. Amended and Restated Profit Sharing Plan

10.18* – Credit Agreement dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein (January 2016 Form 8-K, Exhibit No. 10.18)

10.19 – Security Agreement dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein

10.20 – Guaranty dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein

10.21 – Negative Pledge Agreement dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein

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

* An asterisk “*” following an exhibit number indicates that the exhibit is incorporated herein by reference to an exhibit to the Company’s Current Report on Form 8-K, filed on January 28, 2016 (“January 2016 Form 8-K”).

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SIG NATURES

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 4 , 201 6	By:	/s/ John W. Van Heel
		John W. Van Heel
		Chief Executive Officer and President

DATE: February 4 , 201 6	By:	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President-Finance, Treasurer and
		Chief Financial Officer (Principal Financial Officer )

DATE: February 4, 2016	By:	/s/ Brian J. D’Ambrosia
		Brian J. D’Ambrosia
		Vice President-Controller and Chief Accounting
		Officer (Principal Accounting Officer)

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EX HIBIT INDEX


Exhibit No.	Description	.
10.04a	Amendment No. 1 to April 1, 2013 Restatement, dated October 27, 2014, to the Monro Muffler Brake, Inc. Retirement Plan
10.04b	Amendment No. 2 to April 1, 2013 Restatement, dated December 10, 2015, to the Monro Muffler Brake, Inc. Retirement Plan
10.05a	First Amendment to the 2014 Restatement, dated December 10, 2015, to the Monro Muffler Brake, Inc. Amended and Restated Profit Sharing Plan
10.19	Security Agreement dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein
10.20	Guaranty dated January 25, 2016 among Monro Muffler Brake, Inc., Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein
10.21	Negative Pledge Agreement dated January 25, 2016 among Citizens Bank N.A., Bank of America, N.A., JPMorgan Chase Bank, N.A., Key Bank National Association and the Lenders Named therein
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

Exhibit 10.04a

MONRO MUFFLER BRAKE, INC.

RETIREMENT PLAN

Amendment No. 1 to April 1, 2013 Restatement

Pursuant to Section 11.1, Monro Muffler Brake, Inc. hereby amends the Monro Muffler Brake, Inc. Retirement Plan, effective June 26, 2013, by deleting Section 1.40 and substituting the following in its place:

1.40 “ Spouse ” or “ Surviving Spouse ” means a person to whom a Participant is married under applicable law. Effective June 26, 2013, the term “spouse” or “surviving spouse” includes an individual married to a person of the same sex if the individuals are lawfully married under state law. A marriage of same-sex individuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex will be recognized even if the married couple is domiciled in a state that does not recognize the validity of same-sex marriages. The term “spouse” or “surviving spouse” does not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term “marriage” does not include such formal relationships. For purposes of this Section, the term “state” means any domestic or foreign jurisdiction having the legal authority to sanction marriages.

IN WITNESS WHEREOF, the Employer has caused its duly authorized officer to execute this Amendment on its behalf this 27 th day of October, 2014.


	MONRO MUFFLER BRAKE, INC.
	By:	/s/ Catherine D’Amico
	Title:	Chief Financial Officer

Exhibit 10.04b

MONRO MUFFLER BRAKE, INC.

RETIREMENT PLAN

Amendment No. 2 to April 1, 2013 Restatement

Pursuant to Section 11.1, Monro Muffler Brake, Inc. hereby amends the Monro Muffler Brake, Inc. Retirement Plan, effective as of April 1, 2015, as follows:

Subsection 3.1(e) is replaced with the following new subsection:

(e) Late Retirement . A Participant may continue working after his or her Normal Retirement Date, but no retirement benefit shall be paid until the earlier of (1) the date the Participant elects to commence retirement benefits following his or her Normal Retirement Date, (2) the date the Participant actually retires, or (3) the April 1 following the calendar year in which the Participant attains age 70½.

Subsection 5.2(i) is replaced with the following new subsection:

(i)

Suspension of Benefits . A Participant who has commenced receiving Plan benefits and is subsequently reemployed by the Employer shall not be entitled to receive benefits from this Plan during his period of employment with the Employer prior to reaching Normal Retirement Date.

The Committee shall notify each Participant to whom a benefit suspension applies under the preceding paragraph by personal delivery or first class mail during the first month in which payments are withheld that the Participant’s benefits are suspended. Such notification shall contain a description of the specific reasons why benefit payments are being suspended, a general description and a copy of this Section and a statement that the applicable Department of Labor regulations may be found in section 2530.203-3 of Title 29 of the Code of Federal Regulations.

Benefit payments suspended pursuant to Section 2530.203-3 of the U.S. Department of Labor’s Regulations shall, upon the Employee’s subsequent termination of employment, be resumed no later than the first day of the third month after the Employee ceases to be in “Section 203(a)(3)(B) service” pursuant to such Regulations, and any initial payment on resumption shall include the payment for the month of resumption and amounts withheld between the cessation of “Section 203(a)(3)(B) service” and the resumption of payments.

IN WITNESS WHEREOF, the Employer has caused its duly authorized officer to execute this Amendment on its behalf this 10 th day of December, 2015.


	MONRO MUFFLER BRAKE, INC.
	By:	/s/ Catherine D’Amico
	Title:	Chief Financial Officer

Exhibit 10.05a

MONRO MUFFLER BRAKE, INC.

PROFIT SHARING PLAN

First Amendment to the 2014 Restatement

Monro Muffler Brake, Inc. amends the Monro Muffler Brake, Inc. Profit Sharing Plan (the “Plan”) pursuant to Section 11.02 of the Plan, effective as of April 1, 2015, by deleting Section 31 and substituting the following in its place:

31. ALLOCATION CONDITIONS (3.06(B)/(C)) . The Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; (iv) Employee Contributions; (v) Rollover Contributions; (vi) Designated IRA Contributions; (vii) SIMPLE Contributions; or (viii) Prevailing Wage Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (Choose one of (a) or (b). Choose (c) if applicable.) :

(a)

[ ] No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures.

(b)

[X] Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (Choose one or more of (1) through (7). Choose Contribution Type as applicable.) :

[ Note: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in Sections 3.03(C)(2) and 3.04(C)(2) regarding Operational QMACs and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year. ]


			(1) Matching, Nonelective and Forfeitures		(2) Matching	(3) Nonelective	(4) Forfeitures
(1)	[ ]	None.	N/A
(2)	[ ]	501 HOS/terminees (91 consecutive days if Elapsed Time). See Section 3.06(B)(1)(b).	[ ]	OR	[ ]	[ ]	[ ]
(3)	[X]	Last day of the Plan Year.	[X]	OR	[ ]	[ ]	[ ]
(4)	[ ]	Last day of the Election 31(c) time period.	[ ]	OR	[ ]	[ ]	[ ]
(5)	[X]	1,000 HOS in the Plan Year (182 consecutive days in Plan Year if Elapsed Time).	[X]	OR	[ ]	[ ]	[ ]
(6)	[ ]	___ (specify) HOS within the Election 31(c) time period, (but not exceeding 1,000 HOS in a Plan Year).	[ ]	OR	[ ]	[ ]	[ ]
(7)	[X]	Describe conditions: A Participant who is scheduled to work 1,000 or more Hours of Service per year will receive an allocation of Matching Contributions for the Plan Year that includes the Participant’s Plan Entry Date if the Participant is employed on the last day of the Plan Year. (e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)

(c)

[ ] Time period. Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based
on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.) :


(1)	[ ]	Plan Year.	[ ]	OR	[ ]	[ ]	[ ]
(2)	[ ]	Plan Year quarter.	[ ]	OR	[ ]	[ ]	[ ]
(3)	[ ]	Calendar month.	[ ]	OR	[ ]	[ ]	[ ]
(4)	[ ]	Payroll period.	[ ]	OR	[ ]	[ ]	[ ]
(5)	[ ]	Describe time period: _____	[ ]	OR	[ ]	[ ]	[ ]

[ Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable. ]

IN WITNESS WHEREOF, Monro Muffler Brake, Inc. has caused this amendment to be executed by its duly authorized officer on December 10, 2015.


	MONRO MUFFLER BRAKE, INC.
	By:	/s/Catherine D’Amico
	Name:	Catherine D’Amico
	Title:	Chief Financial Officer

Exhibit 10.19

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this " Agreement ") is executed as of January 25, 2016, by (i) MONRO MUFFLER BRAKE, INC., a New York corporation (" Borrower "), (ii) each Guarantor (as defined in the Credit Agreement referred to below) that is a signatory hereto (each such Guarantor, together with each Additional Debtor (defined below) that becomes a party hereto pursuant to SECTION 11(f) hereof and together with Borrower, collectively, the " Debtors " and, individually, each a “ Debtor ”), for the benefit of Citizens Bank, N.A., as Administrative Agent (in such capacity, " Secured Party ") for the Lenders (" Lenders ") party to the Credit Agreement (as defined below).

RECITALS

A. Borrower, Secured Party, and Lenders have executed a Credit Agreement dated as of even date with this Agreement (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), together with certain other Loan Papers.

B. The execution and delivery of this Agreement is a condition to the execution of the Credit Agreement and the other Loan Papers by Secured Party and Lenders and is an integral part of the transactions contemplated by the Loan Papers and a condition precedent to the obligations of Secured Party and Lenders to extend credit under the Credit Agreement.

C. Each Debtor that is not the Borrower is a wholly-owned subsidiary of Borrower or a Subsidiary of the Borrower and shall benefit, directly and indirectly, from Lenders' extension of credit to Borrower under the Credit Agreement.

THEREFORE, Debtors covenant and agree with Secured Party as follows:

1. Certain Definitions . Unless otherwise defined in this Agreement, each capitalized term used but not defined in this Agreement will have the meaning given that term in the Credit Agreement or in the UCC. If the definition given a term in the Credit Agreement conflicts with the definition given that term in the UCC, the Credit Agreement definition shall control to the extent allowed by Laws. If the definition given a term in Article 9 of the UCC conflicts with the definition given that term in any other chapter of the UCC, the Article 9 definition shall control.

As used in this Agreement, the following terms have the meanings indicated:

Accounts means all accounts, instruments, receivables, accounts receivable, contract rights, chattel paper, documents, general intangibles, book debts, any and all amounts due to Debtors from a factor, amounts resulting from the sale of any assets, arising from a Debtor sale of goods or rendition of services in the ordinary course of a Debtor business and all returned, reclaimed, refused or repossessed goods and the books and records pertaining to the foregoing, and the cash or non-cash proceeds resulting therefrom and all security and guaranties therefor.

Additional Debtor has the meaning provided in SECTION 11(f) hereof.

Agreement means this Agreement together with all schedules and exhibits attached to this agreement, and all amendments and modifications to this Agreement, the schedules or the exhibits.

Bankruptcy Code means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, as hereafter amended.

Collateral has the meaning given in SECTION 5 of this Agreement.

Collateral Assignment Agreement means a Collateral Assignment of Patents, a Collateral Assignment of Trademarks or a Collateral Assignment of Copyrights.

Collateral Assignment of Copyrights means a Grant of Security Interest in Copyrights in form and substance reasonably acceptable to the Secured Party.

Collateral Assignment of Patents means a Notice and Confirmation of Grant of Security Interest in Patents in form and substance reasonably acceptable to the Secured Party.

Collateral Assignment of Trademarks ” means a Notice and Confirmation of Grant of Security Interest in Trademarks in the form of Exhibit B hereto, or otherwise in form and substance acceptable to the Secured Party.

Credit Agreement has the meaning given in the Recitals.

Debtors mean the Debtors and their successors and assigns.

Equipment means any and all of each Debtor's equipment, wherever located, whether now owned or hereafter acquired, including, without limitation, any and all manufacturing, distribution, selling, data processing and office equipment, and all machinery, forklifts, furniture, furnishings, appliances, and trade fixtures.

Intellectual Property means any and all of Debtors' Patents and patent applications, Trademarks, copyrights, techniques, processes, formulas, any licenses for any of the foregoing and such other intangible rights, privileges, concessions and other property of Debtors used or existing in connection with Debtors' business that is commonly considered to constitute intellectual property under applicable law or in accordance with common usage.

Inventory means any and all of each Debtor's inventory, wherever located, whether now owned or hereafter acquired, including without limitation, any and all goods held for sale or lease or being processed for sale or lease in Debtor's business as now or hereafter conducted, including without limitation, all parts, furnishings, machinery, furniture, fixtures and equipment, manufacturing, distribution, selling, data processing and office equipment, appliances (excluding equipment in which such Debtor's interest is a leasehold interest), all materials, goods and work-in-process, finished goods, and other tangible property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in such Debtor's business, together with all increases, parts, fittings, accessories, equipment, and special tools now or hereafter affixed to any part thereof and thereto, together with all substitutes and replacements thereof, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the foregoing, along with all documents (including documents of title) covering inventory, all cash and non-cash proceeds from the sale of inventory, including proceeds from insurance, and including such property the sale or other disposition of which has given rise to accounts and which has not been returned to or repossessed or stopped in transit by such Debtor.

Lease means any lease, sublease, license, or concession of Inventory or other personal property of each Debtor.

Obligations means the Obligation defined in the Credit Agreement, and shall include the obligations of any Debtor under a guaranty provided with respect to the Obligation under the Credit Agreement.

Obligor means any Person obligated with respect to any of the Collateral, whether as a party to a contract, an account debtor or otherwise.

Security Agreement Joinder means a Pledge and Security Agreement Joinder, substantially in the form of Exhibit A attached hereto.

Security Interest means the security interests granted and the pledges and collateral assignments made under SECTION 3 of this Agreement.

Secured Party means Secured Party and its successors and assigns.

Trademarks means any trademarks, trade names and service marks now held or hereafter acquired by a Debtor, any unregistered marks used by a Debtor and trade dress including logos and/or designs in connection with which any of these registered or unregistered marks are used.

UCC means the Uniform Commercial Code, as in effect from time to time in New York.

2. Credit Agreement . This Agreement is being executed and delivered pursuant to the terms and conditions of the Credit Agreement. Each Security Interest is a "Lien" referred to in the Credit Agreement.

3. Security Interest . Subject to the terms and conditions of this Agreement, and to secure the prompt, unconditional and complete payment and performance of the Obligations when due, (a) each Debtor grants to Secured Party a security interest in all of such Debtor's right, title, and interest in the Collateral and (b) each Debtor pledges and assigns as security to Secured Party all of such Debtor's right, title and interest in the Collateral.

4. No Assumption or Modification . The Security Interest is given to secure the prompt, unconditional and complete payment and performance of the Obligations when due, and is given as security only. Secured Party does not assume and shall not be liable for any of Debtors' liabilities, duties, or Obligations under or in connection with the Collateral. Secured Party's acceptance of this Agreement, or its taking any action in carrying out this Agreement, does not constitute Secured Party's approval of the Collateral or Secured Party's assumption of any obligations under or in connection with the Collateral. This Agreement does not affect or modify Debtors' obligations with respect to the Collateral.

5. Collateral . As used in this Agreement, and subject to the immediately succeeding sentence, the term " Collateral " means the following items and types of property, wherever located, whether now owned or hereafter acquired by any Debtor:

a) Accounts;

b) Inventory;

c) Leases;

d) Intellectual Property;

e) Equipment;

f) all additions, modifications, alterations, improvements, upgrades, Accessions, components, parts, appurtenances, substitutions and/or replacements of, to or for any of the foregoing; and

g) all Proceeds and products of any and all of the foregoing.

The Collateral shall also include after acquired Collateral.

Notwithstanding any provision of this Agreement or any other Loan Paper:

(a) Debtors are pledging and collaterally assigning their right, title, and interest in the Leases to Secured Party only to the extent, if any, that such pledge and assignment is permitted by the terms of any Lease or by the secured party thereunder and Debtors make no representation or warranty with respect to the assignability of any Lease as contemplated by the Loan Papers or as to any interest of Secured Party therein;

(b) nothing herein or in any Loan Paper shall prohibit or give rise to any right or remedy by reason of any modification or termination of any Lease at any time without Secured Party's consent, including, but not limited to any such modification or termination of any Lease on account of, arising out of or related to, any breach or alleged breach thereof; and

(c) upon sale of any Equipment in compliance with Section 9.10 of the Credit Agreement, the Security Interest in such Equipment shall be immediately and automatically released and Debtors shall be authorized, without further consent of Secured Party, to file any UCC statements as may be requested by the purchaser of such Equipment to evidence the release of the Security Interest.

(d) Notwithstanding anything in this SECTION 5 to the contrary, the term Collateral shall not include any of the following (the “ Excluded Property ”): (i) any Lease excluded from the "Collateral" pursuant to clause (a) above so long as the conditions in clause (a) remain applicable to such Lease and consent is not obtained with respect thereto in accordance with the last paragraph of this Section 5; (ii) any Equipment deemed released in accordance with clause (c) above; (iii) any equipment, goods or other assets that are subject to a “purchase money security interest” to the extent that such purchase money security interest (and related documentation) (x) constitutes a Permitted Lien or is otherwise expressly permitted under the Credit Agreement and (y) either (A) prohibits the creation by a Debtor of a junior security interest therein, (B) violates or invalidates such lease, license or agreement or purchase money arrangement, (C) create a right of termination in favor of any other party thereto (other than a Debtor) that would be triggered by such equipment, goods or other assets being deemed Collateral, or (D) provide that such equipment, goods or other assets being deemed Collateral would be permitted only with the consent of any other party thereto (other than a Debtor), which consent has not been or is not otherwise obtained; (iv) any Equity Interest in any Person; (v) any “intent to use” Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such applications under applicable law; (vi) any fee-owned real property for which the fee title is owned by any Debtor; (vii) any motor vehicle associated with safe and practical street or highway use and subject to certificates of title if such motor vehicle has a fair market value of less than $250,000; (viii) commercial tort claims; (ix) any permit or license, property right or any agreement, contract or lease to which any Debtor is a party, in each case, only to the extent and for so long as the terms of such permit, license, property right, agreement, contract or lease or any applicable requirement of law applicable thereto (A) the granting of security interest therein to the Secured Party would, under the express terms of thereof result in a breach of the terms of, or constitute a default under, such lease, license, contract or agreement or (B) validly and effectively prohibit the creation by such Debtor of a security interest in such permit, license, property right or agreement in favor of the Secured Party (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity); provided, however , that (x) Excluded Property shall not include any Proceeds of any property described in the foregoing clauses (ii) through (ix) and (y) any such property that at any time ceases to satisfy the criteria for Excluded Property (whether as a result of the applicable Debtor obtaining any necessary consent, any change in law, or otherwise), shall no longer be Excluded Property.

Debtors agree to use commercially reasonable efforts to obtain the consent of a lessee to the pledge and collateral assignment hereunder to Secured Party of any Lease if necessary and it is requested by Secured Party.

6. Fraudulent Conveyance . Notwithstanding anything contained in this Agreement to the contrary, Debtors agree that if, but for the application of this SECTION 6, the Obligations or any Security Interest would constitute a preferential transfer under 11 U.S.C. Section 547, a fraudulent conveyance under 11 U.S.C. Section 547 (or any successor section of that Code) or a fraudulent conveyance or transfer under any state fraudulent conveyance or fraudulent transfer law or similar Law in effect from time to time (each a " Fraudulent Conveyance ") then the Obligations and each affected Security Interest will be enforceable to the maximum extent possible without causing the Obligations or any Security Interest to be a Fraudulent Conveyance, and shall be deemed to have been automatically amended to carry out the intent of this SECTION 6.

7. Representation and Warranties . Debtors represent and warrant to Secured Party that:

a) Place of Business Location of Records . SCHEDULE 1 to this Agreement sets forth each Debtor's place of business and chief executive office, the present location of its books and records concerning any of the Collateral that is accounts or general intangibles, and its place of formation or organization. Except as noted on SCHEDULE 1, all such books, records, and Collateral are in its possession. The failure of such description of Collateral on SCHEDULE 1 to be accurate or complete will not impair the Security Interests in such Collateral.

b) No Other Liens; Title . Except for Permitted Liens and except as otherwise expressly permitted under the Credit Agreement, Debtors own each respective item of Collateral and have not executed any transfer, assignment, pledge, security interest, or hypothecation covering the Collateral or any interest in the Collateral.

c) Authority . Each Debtor has full power and authority to execute this Agreement without breaching any Material Agreement to which such Debtor is party, other than a breach which would not cause a Material Adverse Event.

The delivery at any time by Debtors to Secured Party of Collateral or of additional specific descriptions of certain Collateral shall constitute a representation and warranty by Debtors to Secured Party under this Agreement that the representations and warranties of this SECTION 7 are true and correct in all material respects with respect to each item of such Collateral.

8. Covenants . Debtors further covenant and agree with Secured Party that so long as the Credit Agreement is in force and effect, each Debtor will:

a) Relocation of Office or Books and Records, Change of Name or Address . Give Secured Party 15 days prior written notice of any proposed relocation of its principal place of business, its place of formation, chief executive office, the place where its books and records relating to accounts and general intangibles are kept or changing its name and the address to which it is entitled to notice under the Credit Agreement; provided that if such Debtor gives less than 15 days' prior notice, such notice shall be sufficient for purposes of this subparagraph (a) if, in the reasonable judgment of Secured Party, the rights of Secured Party in the Collateral are not adversely affected. The notice must include the street address, zip code, telephone number, city, county or parish, and state.

b) Relocation of Collateral . Not relocate any of the Collateral to any commonwealth, nation, territory, possession, or country outside the United States of America or Canada, except as otherwise expressly permitted under the Credit Agreement, provided that with respect to any relocation of Collateral to Canada, in the event that the relocation would cause the Secured Party to not be perfected with proper priority with respect to such the Collateral, the Debtor shall, its sole expense, prior to such relocation (i) notify the Secured Party of such relocation and (ii) take all steps reasonably required by the Secured Party, including execution and recordation of hypothecs and security agreements and making of required filings, in order to create, evidence, perfect, continue, or maintain the existence and priority of the Security Interest in the Collateral following such relocation.

c) Material Change . Promptly notify Secured Party of any change actually known to such Debtor in any material fact or circumstance represented or warranted by Debtors with respect to the Collateral.

d) Record of Collateral . Each Debtor will keep and maintain at its own cost and expense reasonably satisfactory and complete records of its Collateral. Upon reasonable notice permit Secured Party's representatives to inspect and make abstracts from the Debtor’s records regarding Collateral at any reasonable time during normal business hours.

e) Adverse Claim . Promptly notify Secured Party of any claim, action, or proceeding challenging the Security Interest or affecting title to all or any material portion of the Collateral and, at Secured Party's request, appear in and defend any such action or proceeding at Debtors' expense.

f) Hold Collateral In Trust . Upon the occurrence and during the continuation of a Default, hold in trust (and not commingle with its other assets) for Secured Party all Collateral that is chattel paper, instruments, or documents of title constituting Collateral at any time received by it and promptly deliver same to Secured Party upon the request of Secured Party. Upon the occurrence and during the continuation of a Default, at Secured Party's request, each chattel paper, instrument, or document of title retained by Debtor and constituting Collateral shall be marked to state that it is assigned to Secured Party and each instrument shall be endorsed to the order of Secured Party (but failure to so mark or endorse shall not impair the Security Interest).

g) No Assignment . Not sell, assign, or otherwise dispose of, or permit the sale, assignment, or disposition of, any Collateral except as permitted by the Loan Papers and except for the sale of Inventory in the ordinary course of business.

h) Permitted Liens . Not create or permit the creation of, or allow the existence of, any Lien upon or against any of the Collateral except for Permitted Liens.

i) Further Assurance . From time to time promptly execute and deliver to Secured Party all other assignments, certificates, supplemental documents, and financing statements, and do all other acts or things as Secured Party may reasonably request in order to create, evidence, perfect, continue, or maintain the existence and priority of the Security Interest including amendments to SCHEDULE 1, as well as such Collateral Assignment Agreements as the Secured Party shall request in connection with such Debtor’s Intellectual Property. Each Debtor, at its sole cost and expense, will upon the Secured Party's request (i) cause this Agreement (and/or proper notices, financing statements or other registrations or filings in respect hereof, and supplemental collateral assignments or collateral security agreements in respect of any portion of the Collateral, including the Collateral Assignment Agreements) to be duly filed, recorded, registered and published, and re-filed, re-recorded, re-registered and re-published in such manner and in such places as may be required under the UCC or other applicable law in order to establish, perfect, preserve and protect the rights, remedies and security interest of the Secured Party in or with respect to the Collateral of such Debtor, and (ii) pay all taxes, fees and charges and comply with all statutes and regulations applicable to such filing, recording, registration and publishing and such re-filing, re-recording, re-registration and re-publishing.

j) Perform Obligations . Each Debtor, at its sole cost and expense, will take any and all actions reasonably necessary and appropriate to defend title to its Collateral against any and all Persons.

k) Amendment . Except as may be done in the ordinary course of business of the Debtor and except as otherwise permitted under the Credit Agreement , not amend, alter, or modify, or permit the amendment, alteration or modification of, any material portion (individually or collectively) of the Collateral without Secured Party's prior written consent as to the form and content of the amendment, alteration or modification, such consent not to be unreasonably withheld or delayed and solely to the extent such amendment, alteration or modification would be adverse to the Lenders.

l) Impairment of Collateral . Except as otherwise permitted under the Credit Agreement, not do or permit any act which would impair any material portion of the Collateral.

m) Default Under Collateral . Promptly notify Secured Party of any default or event of default by such Debtor or, to the extent known to such Debtor, any other party under or in connection with any material portion (individually or collectively) of the Collateral and immediately use reasonable efforts to remedy the same or promptly demand that the same be remedied.

n) No Lien or Assignment . Except for Permitted Liens, not execute in favor of any other person or entity, any assignment, pledge or hypothecation of, or security interest in, all or any portion of the Collateral.

o) Intellectual Property . If a Default shall occur and be continuing, the Secured Party may, by written notice to the relevant Debtor, take any or all of the following actions: (i) declare the entire right, title and interest of such Debtor in and to each of the Copyrights, Patents and Trademarks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest in the Secured Party for the benefit of the Lenders, in which case such Debtor agrees to execute an assignment in form and substance reasonably satisfactory to the Secured Party of all its rights, title and interest in and to the Copyrights, Patents and Trademarks to the Secured Party for the benefit of the Lenders; and (ii) take and practice or sell the Copyrights or Patents and take and use or sell the Trademarks and the good will of such Debtor’s business symbolized by the Trademarks and the right to carry on the business and use the assets of the Debtor in connection with which the Trademarks have been used.

9. Default, Remedies . Upon the occurrence and during the continuance of a Default, subject to the terms and conditions of the Credit Agreement, Secured Party has the following cumulative rights and remedies under this Agreement.

a) Debtor's Agent . Secured Party shall be deemed to be irrevocably appointed as each Debtor's agent and attorney-in-fact with all right and power to enforce all of such Debtor's rights and remedies under or in connection with the Collateral. All reasonable costs, expenses and liabilities incurred and all payments made by Secured Party as a Debtor's agent and attorney-in-fact, including, without limitation, reasonable attorney's fees and expenses, shall be considered a loan by Secured Party to such Debtor which shall be repayable on demand and shall accrue interest at the Default Rate and shall be part of the Obligations.

b) Account Debtors and Obligor . Secured Party may notify or require each account debtor or other Obligor to make payment directly to Secured Party and Secured Party may take control of the proceeds paid to Secured Party. Until Secured Party elects to exercise these rights, Debtors are authorized to collect and enforce the Collateral and to retain and expend all payments made on Collateral. After Secured Party elects to exercise these rights, Secured Party shall have the Right in its own name or in the name of Debtors (to the extent permitted by Law) to (i) compromise or extend time of payment with respect to all or any portion of the Collateral for such amounts and upon such terms as Secured Party may reasonably determine, (ii) demand, collect, receive, receipt for, sue for, compound, and give acquittance for any and all amounts due or to become due with respect to Collateral, (iii) take control of cash and other proceeds of any Collateral, (iv) endorse any Debtor's name on any notes, acceptances, checks, drafts, money orders, or other evidences of payment on Collateral that may come into Secured Party's possession, (v) sign any Debtor's name on any invoice or bill of lading relating to any Collateral, on any drafts against Obligor or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligor making payment with respect to Collateral, (vi) send requests for verification of Obligations to any Obligor, and (vii) do all other acts and things reasonably necessary to carry out the intent of this Agreement. If any Obligor fails to make payment on any Collateral when due, after giving effect to any applicable grace period, Secured Party is authorized, in its sole discretion, either in its own name or in any Debtor's name, to take such action as Secured Party reasonably shall deem appropriate for the collection of any amounts owed with respect to Collateral or upon which a delinquency exists. Regardless of any other provision of this Agreement, however, Secured Party shall never be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral except for its own fraud, gross negligence, willful misconduct or violation of any Law, nor shall it be under any duty whatever to anyone except Debtors to account for funds that it shall actually receive under this Agreement. A receipt given by Secured Party to any Obligor shall be a full and complete release, discharge, and acquittance to such Obligor, to the extent of any amount so paid to Secured Party. Secured Party may apply or set off the deposits against any liability of Debtors to Secured Party.

c) UCC and Other Rights . Secured Party may exercise any and all rights available to a secured party under the UCC, in addition to any and all other rights afforded by the Loan Papers, at law, in equity, or otherwise, including, without limitation:

(i) personally, or by agents’ attorneys or other authorized representatives, immediately retake possession of the Collateral or any part thereof,

(ii) requiring Debtors to assemble all or part of the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to Debtors and Secured Party,

(iii) instruct the obligor or obligors on any accounts receivable, agreement, instrument or other obligation (including, without limitation, account debtors) constituting the Collateral to make any payment required by the terms of such account, agreement, instrument or other obligation directly to the Secured Party,

(iv) applying by appropriate judicial proceedings for appointment of a receiver for all or part of the Collateral,

(v) applying to the Obligations any cash held by Secured Party under this Agreement,

(vi) reducing any claim to judgment,

(vii) exercising the rights of offset or banker's Lien against the interest of Debtors in and to every account and other property of Debtors in Secured Party's possession to the extent of the full amount of the Obligations,

(viii) foreclosing the Security Interest and any other liens Secured Party may have or otherwise realize upon any and all of the rights Secured Party may have in and to the Collateral, or any part thereof, including, without limitation, selling, assigning or otherwise liquidating, or directing such Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation, and

(ix) paying and discharging taxes, Liens or claims on or against any of the Collateral,

(x) paying, performing or satisfying, or causing to be paid, performed or satisfied, for the benefit of any Debtor, any of the obligations, terms, covenants, provisions or conditions to be paid, observed, performed or satisfied by such Debtor under any contract, agreement or instrument relating to its Collateral, all in accordance with the terms, covenants, provisions and conditions thereof, as and to the extent that such Debtor fails or refuses to perform or satisfy the same,

(xi) bringing suit or other proceedings before any Tribunal either for specific performance of any covenant or condition contained in any of the Loan Papers or in aid of the exercise of any right granted to Secured Party in any of the Loan Papers.

d) Notice . Reasonable prior notification of the time and place of any public sale of the Collateral, or reasonable prior notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to Debtors and to any other Person entitled to notice under the UCC; provided that, to the extent permitted by applicable Law, if any of the Collateral threatens to decline speedily in value or is of the type customarily sold on a recognized market, Secured Party may sell or otherwise dispose of the Collateral without notification, advertisement, or other notice of any kind if giving such prior notification is not possible without causing undue expenses or delays; provided that notice shall be given as soon as possible thereafter. It is agreed that notice sent or given not less than ten days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this subparagraph. It shall not be necessary that the Collateral be at the location of the sale.

e) Application of Proceeds . Secured Party shall apply the proceeds of any sale or other disposition of the Collateral under this SECTION 9 in the following order: First, to the payment of all its reasonable expenses incurred in retaking, holding, and preparing any of the Collateral for sale(s) or other disposition, in arranging for such sale(s) or other disposition, and in actually selling or disposing of the same (all of which are part of the Obligations); second, toward repayment of amounts reasonably expended by Secured Party under SECTION 10; third, toward payment of the balance of the Obligations in the order and manner specified in the Credit Agreement. Any surplus remaining shall be delivered to Debtors or as a court of competent jurisdiction may direct.

f) Sale . Secured Party's sale of less than all the Collateral shall not exhaust Secured Party's rights under this Agreement and Secured Party is specifically empowered to make successive sales until all the Collateral is sold. If the proceeds of a sale of less than all the Collateral shall be less than the Obligations, this Agreement and the Security Interest shall remain in full force and effect as to the unsold portion of the Collateral just as though no sale had been made. In the event any sale under this Agreement is not completed or is, in Secured Party's opinion, defective, such sale shall not exhaust Secured Party's rights under this Agreement and Secured Party shall have the right to cause a subsequent sale or sales to be made. Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale under this Agreement as to nonpayment of the Obligations, or as to the occurrence of any Default, or as to Secured Party's having declared all of such Obligations to be due and payable, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, to, as to any other act or thing having been duly done by Secured Party, shall be taken as prima facie evidence of the truth of the facts so stated and recited. Secured Party may appoint or delegate any one or more Persons as agent to perform any act or acts necessary or incident to any sale held by Secured Party, including the sending of notices and the conduct of sale, but such acts must be done in the name and on behalf of Secured Party.

g) Existence of Default . Regarding the existence of any Default for purposes of this Agreement, Debtors agree that the Obligor on any Collateral may rely upon written certification from Secured Party that such a Default exists. Subject to the terms of the Credit Agreement, Debtors expressly agree that Secured Party shall not be liable to Debtors for any claims, damages, costs, expenses or causes of action of any nature whatsoever in connection with, arising out of, or related to Secured Party's exercise of any rights, powers or remedies under any Loan Paper except for its own fraud, gross negligence, willful misconduct or violation of any Law.

10. Other Rights of Secured Party.

a) Performance . In the event a Debtor fails to preserve the priority of the Security Interest in any of the Collateral, or, upon the occurrence and during the continuance of a Default, otherwise fails to perform any of its Obligations under the Loan Papers with respect to the Collateral, then Secured Party may (but is not required to) prosecute or defend any suits in relation to the Collateral or take any other action which such Debtor is required to take under the Loan Papers, but has failed to take. Any sum which may be reasonably expended or paid by Secured Party under this subparagraph (including, without limitation, court costs and reasonable attorneys' fees and expenses) shall bear interest from the date of notice to Debtors of such expenditure or payment at the Default Rate until paid and, together with such interest, shall be payable by such Debtor to Secured Party upon demand and shall be part of the Obligations.

b) Collateral in Secured Party's Possession . If, upon the occurrence and during the continuance of a Default, any Collateral comes into Secured Party's possession, Secured Party may use such Collateral for the purpose of preserving it or its value pursuant to the order of a court of appropriate jurisdiction or in accordance with any other rights held by Secured Party in respect of such Collateral. Debtors covenant to promptly reimburse and pay to Secured Party, at Secured Party's request, the amount of all reasonable expenses incurred by Secured Party in connection with its custody and preservation of such Collateral, and all such expenses, costs, Taxes, and other charges shall bear interest at the Default Rate from the date of notice to Debtors of such expenses and costs until repaid and, together with such interest, shall be payable by Debtors to Secured Party upon demand and shall be part of the Obligations. However, the risk of accidental loss or damage to, or diminution in value of, Collateral is on Debtors, except for Secured Party's own fraud, gross negligence, willful misconduct or violation of any Law.

Provided that Secured Party acts in accordance with all applicable Laws, Secured Party shall have no liability for failure to obtain or maintain insurance, nor to determine whether any insurance ever in force is adequate as to amount or as to the risks insured. With respect to Collateral that is in the possession of Secured Party, except for its own fraud, gross negligence, willful misconduct or violation of any Law, Secured Party shall have no duty to fix or preserve rights against prior parties to such Collateral and shall never be liable for any failure to use diligence to collect any amount payable in respect of such Collateral, but shall be liable only to account to Debtors for what it may actually collect or receive thereon.

c) Subrogation . If any of the Obligations is given in renewal or extension or applied toward the payment of indebtedness secured by any Lien, Secured Party shall be, and is hereby, subrogated to all of the rights, titles, interests, and Liens securing the indebtedness so renewed, extended, or paid.

d) Remedies Cumulative . Each and every right, power and remedy hereby specifically given to the Secured Party shall be in addition to every other right, power and remedy specifically given under this Agreement or any other Loan Paper or now or hereafter existing at law or in equity, or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the Secured Party. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of exercise of one shall not be deemed a waiver of the right to exercise any other or others. No delay or omission of the Secured Party in the exercise of any such right, power or remedy, or partial or single exercise thereof, and no renewal or extension of any of the Obligations, shall impair or constitute a waiver of any such right, power or remedy or shall be construed to be a waiver of any Default or an acquiescence therein. No notice to or demand on any Debtor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Party to any other or further action in any circumstances without notice or demand. In the event that the Secured Party shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Secured Party may recover reasonable, actual expenses, including attorneys’ fees, and the amounts thereof shall be included in such judgment.

e) Purchasers of Collateral . Upon any sale of any of the Collateral by the Secured Party hereunder during the continuance of a Default (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Secured Party or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Secured Party or such officer or be answerable in any way for the misapplication or nonapplication thereof.

f) Waiver of Claims . Except as otherwise provided in this Agreement or any other Loan Paper, EACH DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY’S TAKING POSSESSION OR THE SECURED PARTY’S DISPOSITION OF ANY OF THE COLLATERAL DURING THE CONTINUANCE OF A DEFAULT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH THE DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Debtor hereby further waives, to the extent permitted by law: (i) all damages occasioned by such taking of possession except any damages which are the direct result of the Secured Party’s gross negligence, fraud or willful misconduct; (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Secured Party’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and each Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws to the fullest extent permitted by applicable law now or hereafter in effect. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the relevant Debtor therein and thereto, and shall be a perpetual bar both at law and in equity against the relevant Debtor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the relevant Debtor.

g) Discontinuance of Proceedings . In case the Secured Party shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Secured Party, then and in every such case the relevant Debtor, the Secured Party and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Secured Party shall continue as if no such proceeding had been instituted.

11. Miscellaneous .

a) Reference to Miscellaneous Provisions . This Agreement is one of the "Loan Papers" referred to in the Credit Agreement, and, therefore, this Agreement is subject to the applicable provisions of Article 14 of the Credit Agreement, all of which are incorporated in this Agreement by reference the same as if set forth in this Agreement verbatim.

b) Term . Upon full and final payment of the Obligations (other than unasserted contingent obligations) and final termination of the Lenders' commitment to make advances and under the Credit Agreement without Secured Party having exercised its rights under this Agreement, this Agreement and all the Liens of the Secured Party and the Lenders on the Collateral shall automatically terminate; provided that no Obligor on any of the Collateral shall be obligated to inquire as to the termination of this Agreement.

c) Actions Not Releases . The Security Interest and Debtors' Obligations and Secured Party's rights under this Agreement shall not be released, diminished, impaired, or adversely affected by the occurrence of any one or more of the following events: (i) the taking or accepting of any other security or assurance for any or all of the Obligations; (ii) any release, surrender, exchange, subordination, or loss of any security or assurance at any time existing in connection with any or all of the Obligations; (iii) the modification of, amendment to, or waiver of compliance with any terms of any of the other Loan Papers without the consent of Debtors, except as required therein; (iv) the insolvency, bankruptcy, or lack of corporate or trust power of any party at any time liable for the payment of any or all of the Obligations, whether now existing or hereafter occurring; (v) any renewal, extension, or rearrangement of the payment of any or all of the Obligations, either with or without notice to or consent of Debtors, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Secured Party to Debtors, in each case, except as required by the Loan Papers; (vi) any neglect, delay, omission, failure, or refusal of Secured Party to take or prosecute any action in connection with any other agreement, document, guaranty, or instrument evidencing, securing, or assuring the payment of all or any of the Obligations; (vii) any failure of Secured Party to notify Debtors of any renewal, extension, or assignment of the Obligations or any part thereof, or the release of any security under any other document or instrument, or of any other action taken or refrained from being taken by Secured Party against Debtors or any new agreement between Secured Party and Debtors, it being understood that, except as expressly required by the Credit Agreement or any other Loan Papers, Secured Party shall not be required to give Debtors any notice of any kind under any circumstances whatsoever with respect to or in connection with the Obligations, including, without limitation, notice of acceptance of this Agreement or any Collateral ever delivered to or for the account of Secured Party under this Agreement; (viii) the illegality, invalidity, or unenforceability of all or any part of the Obligations against any third party obligated with respect thereto by reason of the fact that the Obligations, or the interest paid or payable with respect thereto, exceeds the amount permitted by Law, the act of creating the Obligations, or any part thereof, is ultra vires, or the officers, partners, or trustees creating same acted in excess of their authority, or for any other reason; or (ix) if any payment by any party obligated with respect thereto is held to constitute a preference under applicable Laws or for any other reason Secured Party is required to refund such payment or pay the amount thereof to someone else.

d) Waivers . Except to the extent expressly otherwise provided in this Agreement or in other Loan Papers, Debtors waive (i) any Right to require Secured Party to proceed against any other Person, to exhaust its rights in Collateral, or to pursue any other Right which Secured Party may have; (ii) with respect to the Obligations, presentment and demand for payment, protest, notice of protest and nonpayment, notice of acceleration, and notice of the intention to accelerate; and (iii) all rights of marshaling in respect of any and all of the Collateral.

e) Financing Statement . Secured Party shall be entitled at any time to file this Agreement or a carbon, photographic, or other reproduction of this Agreement, as a financing statement, but the failure of Secured Party to do so shall not impair the validity or enforceability of this Agreement.

f) Amendments; Additional Debtors . Except with respect to additions to Schedule 1 as provided in connection with Security Agreement Joinder approved by the Secured Party, no amendment or waiver of any provision of this Agreement and no consent to any departure by any Debtor shall in any event be effective unless the same shall be in writing and signed by the Secured Party acting at the direction of the requisite number of Lenders, if any, required pursuant to Section 14.10 of the Credit Agreement, and the applicable Debtor or Debtors, as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. If any Debtor acquires, creates or has any Subsidiary, within 90 days of such event, the Debtor shall cause such Subsidiary (other than an Excluded Subsidiary) to execute, and deliver to the Secured Party, a Security Agreement Joinder, duly executed by such applicable Subsidiary. Upon the execution and delivery by any Person of a Security Agreement Joinder, (a) such Person shall be referred to as an “ Additional Debtor ” and shall become and be a Debtor hereunder, and each reference in this Agreement to a “Debtor” shall also mean and be a reference to such Additional Debtor, and each reference in any other Loan Paper to a “Debtor” shall also mean and be a reference to such Additional Debtor, and (b) each reference herein to “this Agreement,” “hereunder,” “hereof” or words of like import referring to this Agreement, and each reference in any other Loan Paper to the “Security Agreement,” “thereunder,” “thereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such Security Agreement Joinder.

g) Multiple Counterparts . This Agreement may be executed in any number of identical counterparts. Each counterpart shall be deemed an original for all purposes and all counterparts, collectively, shall constitute one Agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one set of counterpart signatures.

h) Parties Bound . This Agreement shall be binding on Debtors and their successors and assigns and shall inure to the benefit of Secured Party and its successors and assigns. The Obligations and agreements of Debtors under this Agreement shall be binding upon their successors and assigns, and, except for Secured Party's fraud, gross negligence, willful misconduct, and violation of any applicable Law, delivery or other accounting of Collateral to Debtors shall discharge Secured Party of all liability therefor.

i) Assignment . Debtors may not, without Secured Party's prior written consent, assign any rights, duties, or Obligations under this Agreement.

j) Notice . Any notice or communication required or permitted under this Agreement must be given as prescribed in the Credit Agreement.

k) Governing Law . THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND, AS APPLICABLE, THE LAWS OF THE UNITED STATES OF AMERICA.

l) Separate Actions . A separate action may be brought and prosecuted against any Debtor, any other guarantor or obligor or the Borrower, and whether or not any other Debtor, any other guarantor or obligor or the Borrower be joined in such action or actions.

m) Waivers of Jury Trial . EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY. EACH DEBTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN PAPER TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY AND EACH LENDER ENTERING INTO THE LOAN PAPERS.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

EXECUTED as of the date set forth in the preamble.

DEBTORS :

MONRO MUFFLER BRAKE, INC.,

a New York corporation

By: /s/ Catherine D’Amico

Catherine D'Amico, Executive

Vice President of Finance, Chief

Financial Officer, and Treasurer

CAR-X, LLC, a Delaware limited

liability company

By: /s/ Maureen E. Mulholland

Maureen E. Mulholland, Vice

President and Secretary

MONRO SERVICE CORPORATION,

a Delaware corporation

By: /s/ Brian J. D’Ambrosia

Brian J. D’Ambrosia, Secretary

[Signature of Secured Party on following page]

[Monro Muffler – Security Agreement – Signature Page]

SECURED PARTY :

CITIZENS BANK, N.A.,

as Secured Party

By: /s/ Michael K. Makaitis

Name: Michael K. Makaitis

Title: Vice President

[Monro Muffler – Security Agreement – Signature Page]

SCHEDULE 1

LOCATION OF (1) BOOKS AND RECORDS AS TO ACCOUNTS, (2) CHIEF EXECUTIVE OFFICE, AND (3) PLACE OF FORMATION:

Monro Muffler Brake, Inc.

a New York corporation

200 Holleder Parkway

Rochester, New York 14615

Car-X, LLC

a Delaware limited liability company

200 Holleder Parkway

Rochester, New York 14615

Monro Service Corporation

a Delaware corporation

200 Holleder Parkway

Rochester, New York 14615

Exhibit A

to Security Agreement

SECURITY AGREEMENT JOINDER

SECURITY AGREEMENT JOINDER dated as of _________, ____ (this “ Agreement ”) made by [Insert Name of New Debtor], a [Insert State of Organization] [corporation, limited partnership or limited liability company] (the “ Additional Debtor ”) in favor of CITIZENS BANK, N.A., as Administrative Agent (the “ Secured Party ”) for the benefit of the Lenders (as defined below).

RECITALS:

(1) MONRO MUFFLER BRAKE, INC., a New York corporation (the “ Borrower ”), the lenders party thereto (the “ Lenders ”) and the Secured Party are parties to a Credit Agreement dated as of [_______], 2016 (as the same may from time to time be amended, restated or otherwise modified, the “ Credit Agreement ”).

(2) In connection with the Credit Agreement, the Borrower and certain of its subsidiaries (such subsidiaries, together with the Borrower, collectively, the “ Debtors ” and individually, each a “ Debtor ”) entered into a Security Agreement (as the same may from time to time be amended, restated or otherwise modified, the “ Security Agreement ”), pursuant to which the Debtors granted to the Secured Party, for the benefit of the Lenders a security interest in and pledge of certain Collateral (as defined in the Security Agreement).

(3) The Additional Debtor is a Subsidiary (as defined in the Credit Agreement), and desires to become a party to, and a "Debtor" under, the Security Agreement pursuant to Credit Agreement.

(4) Capitalized terms used but not defined herein shall have the meanings given to such terms in the Security Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the Additional Debtor hereby agrees as follows:

Section 1. Assumption and Joinder .

(a) The Additional Debtor hereby expressly assumes, and hereby agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a “Debtor” under the Security Agreement and all of the other Loan Papers (as defined in the Credit Agreement) applicable to it as a Debtor under the Security Agreement. By virtue of the foregoing, the Additional Debtor hereby accepts and assumes any liability of a Debtor related to each representation, warranty, covenant or obligation made by a Debtor in the Security Agreement, and hereby expressly affirms, as of the date hereof, each of such representations, warranties (except to the extent that any such representations and warranties expressly relate to an earlier date) , covenants and obligations. In connection with the foregoing, the Additional Debtor hereby grants to the Secured Party for the benefit of the Lenders a security interest in, and hereby pledges to the Secured Party, for the benefit of the Lenders, all of the Collateral of the Additional Debtor on the terms and conditions set forth in the Security Agreement.

(b) All references to the term Debtor in the Security Agreement or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to, and shall include, the Additional Debtor .

Section 2. Representations and Warranties . The Additional Debtor hereby represents and warrants to the Secured Party and the Lenders as follows:

A- 1

(a) The Additional Debtor has the requisite [corporate, partnership or company] power and authority to enter into this Agreement and to perform its obligations hereunder and under the Security Agreement and any other Loan Paper to which it is a party. The execution, delivery and performance of this Agreement by the Additional Debtor and the performance of its obligations under this Agreement, the Security Agreement, and any other Loan Paper have been duly authorized by the [Board of Directors of the Additional Debtor ] and no other [corporate, partnership or company] proceedings on the part of the Additional Debtor are necessary to authorize the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance of its obligations under this Agreement, the Security Agreement or any other Loan Paper. This Agreement has been duly executed and delivered by the Additional Debtor . This Agreement, the Security Agreement and each Loan Paper constitutes the legal, valid and binding obligation of the Additional Debtor enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity, whether such enforceability is considered in a p roceeding at law or in equity.

(b) The representations and warranties set forth in the Security Agreement are true and correct in all material respects on and as of the date hereof as such representations and warranties apply to the Additional Debtor (except to the extent that any such representations and warranties expressly relate to an earlier date ) with the same force and effect as if made on the date hereof.

Section 3. Schedule . Schedule 1 of the Security Agreement are hereby amended to add the information relating to each such Additional Debtor set out on Schedule 1 hereof.

Section 4. Further Assurances . At any time and from time to time, upon the Secured Party’s request and at the sole expense of the Additional Debtor , the Additional Debtor will promptly and duly execute and deliver any and all further instruments and documents and take such further action as the Secured Party reasonably deems necessary to effect the purposes of this Agreement.

Section 5. Binding Effect . This Agreement shall be binding upon the Additional Debtor and shall inure to the benefit of the Secured Party and the other Lenders and their respective successors and assigns.

Section 6. Governing Law . This Agreement and the rights of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles that would result in the application of the laws of another jurisdiction.

Section 7. JURY TRIAL WAIVER . THE ADDITIONAL DEBTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN PAPERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8. Miscellaneous . Delivery of an executed signature page to this Agreement by facsimile shall be effective as delivery of a manually executed copy of this Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the date first above written.

[___________________________]

By:__________________________________

Name:

Title:

Accepted and acknowledged by:

CITIZENS BANK, N.A.,

as Administrative Agent

By:__________________________________

Name:

Title:

A- 2

SCHEDULE 1

LOCATION OF (1) BOOKS AND RECORDS AS TO ACCOUNTS, (2) CHIEF EXECUTIVE OFFICE, AND (3) PLACE OF FORMATION:

[____________________]

Exhibit B

to Security Agreement

NOTICE AND CONFIRMATION OF GRANT OF
SECURITY INTEREST IN TRADEMARKS

NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS dated as of _________, 20__ (this “ Agreement ”), between [__________________, a ___________,] (together with its successors and assigns, the “ Debtor ”), and CITIZENS BANK, N.A., as administrative agent (together with its successors and assigns in such capacity, the “ Secured Party ”), for the benefit of the Lenders (as defined in the Security Agreement referred to below):

RECITALS:

This Agreement is made pursuant to the Credit Agreement, dated as of [___], 2016 (as amended, restated or otherwise modified from time to time, the “ Credit Agreement ”), among MONRO MUFFLER BRAKE, INC., a New York corporation (together with its successors and assigns, the “ Borrower ”), the lenders party thereto (the “ Lenders ”), and the Secured Party.

In connection with the Credit Agreement, the Debtor is a party to a Security Agreement, dated as of [_________], 2016 (as amended, restated or otherwise modified from time to time, the “ Security Agreement ”), among the Debtor, the other debtors named therein and the Secured Party, pursuant to which the Debtor has granted to the Secured Party, for the benefit of the Lenders, a continuing security interest in, and lien on, certain Collateral (as defined in the Security Agreement), including the Trademarks (as defined in the Security Agreement), whether now owned or existing or hereafter acquired or arising.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Debtor hereby covenants and agrees with the Secured Party and the other Lenders as follows:

Section 1. Defined Terms . Terms used herein without definition shall have the respective meanings ascribed thereto in the Security Agreement.

Section 2. Confirmation of Grant of Security Interest . As security for the prompt payment and performance of the Obligations, the Debtor hereby confirms that, pursuant to the Security Agreement, it granted to the Secured Party, for the benefit of the Lenders, a continuing security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Debtor and whether acquired in the United States or elsewhere in the world) all right, title and interest of the Debtor in and to the following, whether now existing or hereafter acquired and wherever located:

(i) all Trademarks registered with the United States Patent and Trademark Office (including, without limitation, those listed on Schedule A to this Agreement);

(ii) all applications for the registration of Trademarks filed with the United States Patent and Trademark Office (including, without limitation, those listed on Schedule A to this Agreement);

(iii) all trademarks, trade names and service marks registered with any office, agency or other Governmental Authority of any State, the District of Columbia or any possession or territory of the United States;

(iv) all trademarks, trade names and service marks registered with any office, agency or other Governmental Authority of any other country or any province, department or other governmental subdivision thereof;

(v) all registrations and recordings with respect to any of the foregoing;

(vi) all reissues, extensions and renewals of any of the foregoing;

(vii) all corporate names, business names, trade styles, logos, other source or business identifiers;

(viii) all licenses and other agreements relating in whole or in part to any of the foregoing, including all rights to payments in respect thereof;

(ix) all rights to sue for past, present or future infringements of any of the foregoing;

(x) all good will related to any of the foregoing;

(xi) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Debtor related to the foregoing; and

(xii) all proceeds of any and all of the foregoing.

Notwithstanding the foregoing, in no event shall the collateral described in this Section 2 include any “intent to use” Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such applications under applicable law.

Section 3. Reference to Separate Security Agreement . This Agreement has been entered into by the Debtor and the Secured Party primarily for recording purposes as contemplated by the Security Agreement. In the event of any inconsistency between any of the terms or provisions hereof and the terms and provisions of the Security Agreement, the terms and provisions of the Security Agreement shall govern.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first set forth above.

[DEBTOR]

By:__________________________________

Name:

Title:

[Signature of Secured Party on following page]

Accepted and acknowledged by:

CITIZENS BANK, N.A.

as Secured Party

By: /s/ Michael K. Makaitis

Name: Michael K. Makaitis

Title: Vice President

Schedule A
to Notice and Confirmation of Grant of
Security Interest in Trademarks

(A) Registrations:

Owner	Registration No.	Trademark

(B) Applications:

Trademark	Application No.	Application Date

Exhibit 10.20

GUARANTY

THIS GUARANTY , dated as of January 25, 2016 (as the same may be amended, restated or otherwise modified from time to time, this “ Guaranty ”), is made by (i) each of the undersigned (each, a “ Guarantor ” and collectively, the “ Guarantors ”, and such terms shall include any Additional Guarantor that becomes a party to this Guaranty pursuant to the terms hereof or the Credit Agreement (as defined below)), with (ii) CITIZENS BANK, N.A., as Administrative Agent (herein, together with its successors and assigns in such capacity, the “ Administrative Agent ”) for the benefit of the Lenders (as defined below).

RECITALS:

This Guaranty is made pursuant to the Credit Agreement, dated as of the date hereof (as the same may be amended, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Monro Muffler Brake, Inc., a New York corporation (together with its successors and assigns, the “ Borrower ”), the financial institutions named as lenders therein (together with their successors and assigns, the “ Lenders ”), and the Administrative Agent.

Each Guarantor is a direct or indirect Subsidiary of the Borrower.

It is a condition to the making of Borrowings and the LC issuances under the Credit Agreement that each Guarantor shall have executed and delivered this Guaranty.

Each Guarantor will obtain benefits from the Credit Agreement and, accordingly, desires to execute this Guaranty in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to extend credit pursuant to the Credit Agreement and other Loan Papers.

AGREEMENT:

1. Guaranty . For value received, and in consideration of Borrower entering into the Credit Agreement dated as of the date hereof , each Guarantor, does hereby jointly and severally, irrevocably, absolutely, and unconditionally guarantee (a) payment, when due, of any and all indebtedness and other amounts of every kind, howsoever created, arising, or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or owing to the Lenders or the Administrative Agent, by Borrower or any Guarantor under the Credit Agreement (including the Obligation as defined in the Credit Agreement) or other Loan Papers (including, without limitation, (i) amounts that would become due but for operation of any applicable provision of Title 11 of the United States Code (including, without limitation, 11 U.S.C. Sections 502 and 506)), and (ii) the payment of any and all liabilities, whether or not due or payable by the obligor thereon, upon the occurrence of an Insolvency Event in respect of the Borrower or such other Guarantor, together with all pre- and post-maturity interest thereon (including, without limitation, all post-petition interest if Borrower or any Guarantor voluntarily or involuntarily files for bankruptcy protection) (all such obligations being hereinafter collectively referred to as the " Liabilities ") and (b) the performance by Borrower or any Guarantor of its obligations under the Loan Papers pursuant to the terms thereof (the " Obligations ").

The Guarantor has a substantial, direct or indirect, financial interest in the benefits and advantages which will result from the Credit Agreement. The Guarantor hereby agrees that, upon any Default or Insolvency Event or other circumstance as expressly provided above, the Guarantor will forthwith pay the Liabilities or perform the Obligations or other obligations described above immediately upon written demand.

2. Guaranty Continuing, Absolute, Unlimited . This Guaranty is a continuing, absolute, and unlimited guaranty of payment and the Guarantor is a primary obligor and not a surety. The Liabilities and Obligations shall be conclusively presumed to have been created in reliance on this Guaranty. The Administrative Agent shall not be required to proceed first against Borrower or any other Person or against any property securing any of the Liabilities or Obligations before resorting to the Guarantor for payment or performance. To the extent permitted by applicable law, this Guaranty shall be construed as a guarantee of payment without regard to the enforceability of any of the Liabilities or Obligations or the rejection of the Credit Agreement in bankruptcy, and notwithstanding any claim, defense (other than payment or performance by Borrower or the Guarantor) or right of setoff which Borrower or the Guarantor may have against any Lender or the Administrative Agent, including any such claim, defense, or right of setoff based on any present or future law or order of any government (de jure or de facto), or of any agency thereof or court of law purporting to reduce, amend, or otherwise affect any of the Liabilities or Obligations of Borrower or any other obligor, or to vary any terms of payment thereof, and without regard to any other circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. The Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment to the Lenders or the Administrative Agent of the Liabilities or any part thereof is rescinded or must otherwise be returned by any Lender or the Administrative Agent upon the insolvency, bankruptcy, or reorganization of Borrower, or otherwise, as though such payment to such Lender or the Administrative Agent had not been made. To the extent permitted by applicable law, the Guarantor's obligation to fully pay or perform the Liabilities and any remedy for the enforcement thereof shall not be impaired, modified, released, or limited in any way by any impairment, modification, release, or limitation of the liability of Borrower or its bankruptcy estate, resulting from the operation of any present or future provision of any Debtor Relief Law or from the decision of any court interpreting the same.

3. Guaranty Not Affected by Change in Security or Other Actions . The Administrative Agent and the Lenders may, from time to time, without the consent of or notice to the Guarantor, take any or all of the following actions without impairing or affecting (except insofar as the Liabilities are reduced or modified thereby), the Guarantor's obligations under this Guaranty or releasing or exonerating the Guarantor from any of its liabilities hereunder:

a. retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder;

b. retain or obtain the primary or secondary liability of any party or parties, in addition to the Guarantor, with respect to any of the Liabilities;

c. extend the time or change the manner, place or terms of payment of, or renew or amend any note or other instrument evidencing the Liabilities or any part thereof, or amend in any manner any agreement relating thereto, in each case in accordance with the terms of each such agreement (including without limitation any increase in the amount of the Liabilities outstanding from time to time, including, without limitation, any increase in the aggregate outstanding amount of the Borrowings and LCs above any specific maximum amount referred to in the Credit Agreement, the incurrence of additional Liabilities at any time, including during the continuance of a Potential Default or Default or at any time when all conditions to such increase or incurrence have not been satisfied, and any increase in any interest rate, fee or other amount applicable to any portion of the Liabilities or otherwise payable under any Loan Paper);

d. release or compromise, in whole or in part, or accept full or partial payment for, any of the Liabilities hereby guaranteed, or any liability of any nature of any other party or parties with respect to the Liabilities or any security therefore;

e. enforce the Administrative Agent's or the Lenders' security interest, if any, in all or any properties securing any of the Liabilities or any obligations hereunder in order to obtain full or partial payment of the Liabilities then outstanding; or

f. release or fail to perfect, protect, or enforce the Administrative Agent's or the Lenders' security interest, if any, in all or any properties securing any of the Liabilities or any obligation hereunder, or permit any substitution or exchange for any such property.

4. Waivers . The Guarantor hereby expressly waives to the extent permitted by law:

a. notice of acceptance of this Guaranty;

b. notice of the existence or incurrence of any or all of the Liabilities in accordance with the Loan Papers;

c. presentment, demand, notice of dishonor, protest, and all other notices whatsoever (except the written demand referred to in Section 1 hereinabove);

d. any requirement that proceedings first be instituted by the Administrative Agent or any Lender against the Borrower;

e. all diligence in collection or protection of or realization upon the Liabilities or any part thereof, or any obligation hereunder, or any collateral for any of the foregoing;

f. any rights or defenses based on the Administrative Agent's or a Lender's election of remedies, including any defense to the Administrative Agent's or Lender's action to recover any deficiency after a non-judicial sale; and

g. the occurrence of every other condition precedent to which the Guarantor might otherwise be entitled.

5. Definitions . As used in this Guaranty, capitalized terms not otherwise defined herein will have the meanings given them in the Credit Agreement.

6. Representations, Warranties and Agreements of Guarantor . The Guarantor represents and warrants to the Administrative Agent and the Lenders that:

a. Existence, Good Standing, Authority and Compliance . The Guarantor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated or otherwise formed. Except where failure is not a Material Adverse Event, the Guarantor (a) is duly qualified to transact business and is in good standing as a foreign corporation or other entity in each jurisdiction where the nature and extent of its business and properties require due qualification and good standing, (b) possesses all requisite authority, permits and power to conduct its business as is now being, or is contemplated to be, conducted, and (c) is in compliance with all applicable Laws, except in each case where the failure to so qualify, to possess such authority, permits or power or to comply with such Law would not cause a Material Adverse Event.

b. Authorization and Contravention . The execution and delivery by the Guarantor of this Guaranty or related document to which it is a party and the performance by it of its obligations thereunder (a) are within its corporate or other organizational power, (b) have been duly authorized by all necessary corporate or other organizational action, (c) require no action by or filing with any Tribunal (other than any action or filing that has been taken or made on or before the date of this Guaranty or which would not cause a Material Adverse Event), (d) do not violate any provision of its charter or bylaws or other similar governing organizational documents, (e) do not violate any provision of Law or order of any Tribunal applicable to it, other than violations that individually or collectively are not a Material Adverse Event, (f) do not violate any Material Agreements to which it is a party, other than a violation which would not cause a Material Adverse Event, (g) do not result in the creation or imposition of any Lien (other than the Liens in favor of the Administrative Agent) on any asset of the Guarantor, (h) are in furtherance of the corporate or other organizational purposes of the Guarantor and (i) do not require any consent or approval of the shareholders, partners, members or other equity holders of the Guarantor which has not been obtained.

c. Binding Effect . Upon execution and delivery by all parties thereto, this Guaranty will constitute a legal and binding obligation of the Guarantor, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity.

d. Consideration . Guarantor represents and warrants that the value of the consideration received and to be received by it is reasonably worth at least as much as its liability under this Guaranty, and such liability may reasonably be expected to benefit Guarantor directly or indirectly. NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS GUARANTY, GUARANTOR'S MAXIMUM LIABILITY HEREUNDER IS LIMITED, TO THE EXTENT, IF ANY, REQUIRED SO THAT ITS LIABILITY IS NOT SUBJECT TO AVOIDANCE UNDER ANY DEBTOR RELIEF LAW.

e. Solvency . As of the date of this Guaranty, the Guarantors are taken as a whole, and after giving effect to this Guaranty, will be, Solvent.

7. Defaults .

a. Loan Papers . The failure of Borrower to pay any part of the Liabilities within five (5) Business Days after it becomes due and payable under the Loan Papers or the occurrence and continuation of a Default under any Loan Paper (after giving effect to any required notices or grace periods described in the Credit Agreement).

b. Debtor Relief . Guarantor (a) is not Solvent, (b) fails to pay its Debts generally as they become due, (c) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, or (d) becomes a party to or is made the subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the Rights of Administrative Agent or Lenders granted in the Loan Papers (unless, if the proceeding is involuntary, the applicable petition is dismissed within sixty (60) days after its filing).

c. Government Action . (a) A final non-appealable order is issued by any Tribunal (including, but not limited to, the United States Justice Department) seeking to cause the Guarantors to divest a significant portion of its assets under any antitrust, restraint of trade, unfair competition, industry regulation or similar Laws, or (b) any Tribunal condemns, seizes or otherwise appropriates, or takes custody or control of all or any substantial portion of the assets of any Guarantor.

d. Misrepresentation . Any material representation or warranty made by any of the Guarantors contained herein or in any Loan Paper at any time proves to have been materially incorrect when made.

8. Remedies Upon Default . Without limiting any other rights or remedies of the Administrative Agent or the Lenders provided for elsewhere in this Guaranty or the Loan Papers, or by any requirement of Law, or in equity, or otherwise:

a. Upon the occurrence of any Default, the Lenders may without any notice to (except as expressly provided herein or in and during the continuance of any Loan Paper) or demand upon any of the Guarantors, which are expressly waived by Guarantors (except as to notices expressly provided for herein or in any Loan Paper), proceed to protect, exercise and enforce the rights and remedies of the Lenders against any of the Guarantors hereunder or under the Loan Papers and such other rights and remedies as are provided by requirement of Law or equity.

b. The rights provided for in this Guaranty and the Loan Papers are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

c. The order and manner in which the Lenders' rights and remedies upon the occurrence and during the continuance of a Default are to be exercised shall be determined by the Administrative Agent or the Lenders, as the case may be, in its sole discretion, and all payments received by the Administrative Agent shall be applied first to the costs and expenses (including reasonable attorney's fees incurred by the Administrative Agent and Lenders) of the Administrative Agent and Lenders, then to the payment of all accrued and unpaid amounts due under any Loan Papers to and including the date of such application. To the extent permitted by applicable law, no application of payments will cure any Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Papers, or prevent the exercise, or continued exercise, of rights or remedies of the Administrative Agent and Lenders hereunder or thereunder or under any requirement of Law or in equity.

9. Payments . Each payment by any of the Guarantors to the Administrative Agent under this Guaranty shall be made by transferring the amount thereof in immediately available funds without set-off or counterclaim.

10. Costs, Expenses and Taxes . The Guarantors jointly and severally agree to pay on demand: (i) all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Guaranty and any other documents to be delivered hereunder, including the reasonable fees and out of pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Guaranty, and any modification, supplement or waiver of any of the terms of this Guaranty, (ii) all reasonable costs and expenses of the Administrative Agent hereunder, including reasonable legal fees and expenses of counsel to the Administrative Agent, in connection with a default or the enforcement of this Guaranty and (iii) reasonable costs and expenses incurred in connection with third party professional services reasonably required by the Administrative Agent pursuant to the Loan Papers such as appraisers, environmental consultants, accountants or similar Persons; provided that except during the continuance of any Default hereunder, with respect to this clause (iii) the Administrative Agent will first obtain the consent of one of the Guarantors to such expense, which consent shall not be unreasonably withheld. Without prejudice to the survival of any other obligations of the Guarantor hereunder, the obligations of the Guarantor under this Section 10 shall survive the termination of this Guaranty.

11. Subrogation . Each Guarantor shall not be subrogated to, in whole or in part, and agrees not to exercise any rights of subrogation with respect to, the rights of the Administrative Agent or any Lender or those of any subsequent assignee or transferee of any of the Liabilities until all the Liabilities to the Administrative Agent and the Lenders and every such subsequent assignee or transferee shall have been paid in full. The provisions of this SECTION 11 shall survive the termination of this Guaranty and any satisfaction and discharge of Borrower by virtue of any payment, court order, or law.

12. No Waiver; Remedies . No failure on the part of the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of any steps to enforce such right, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in similar or other circumstances. The remedies herein are cumulative and not exclusive of any other remedies provided by law, at equity or in any other agreement.

13. Survival of Representations and Warranties . All representations, warranties and covenants contained herein or made in writing by the Guarantor in connection herewith shall survive the execution and delivery of this Guaranty, and the termination of the Loan Papers and will bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not.

14. Confidentiality . The Administrative Agent and each Lender agree to keep any information delivered or made available by any Guarantor to it in the manner and to the extent required by the Section 14.14 Credit Agreement, which such Section 14.14 is incorporated herein by reference.

15. Severability . Should any clause, sentence, paragraph or Section of this Guaranty be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Guaranty, and the parties hereto agree that the part or parts of this Guaranty so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom and the remainder will have the same force and effectiveness as if such part or parts had never been included herein.

16. Execution in Counterparts . This Guaranty may be executed in any number of counterparts and by different parties hereto in separate counterparts, including by way of facsimile or other electronic format (whether “pdf” or otherwise), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

17. Interpretation .

a. In this Guaranty, unless a clear contrary intention appears:

i. the singular number includes the plural number and vice versa;

ii. reference to any gender includes each other gender;

iii. the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Guaranty as a whole and not to any particular Article, Section or other subdivision;

iv. reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Guaranty, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this clause is intended to authorize any assignment not otherwise permitted by this Guaranty;

v. except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Guaranty) means such agreement, document or instrument as amended, supplemented or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof;

vi. unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto;

vii. the word "including" (and with correlative meaning "include") means including, without limiting the generality of any description preceding such term;

viii. with respect to the determination of any period of time, except as expressly provided to the contrary, the word "from" means "from and including" and the word "to" means "to but excluding"; and

ix. reference to any law, rule or regulation means such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time.

b. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

c. No provision of this Guaranty shall be interpreted or construed against any Person solely because that Person or its legal representative drafted such provision.

18. Submission to Jurisdiction . The Guarantor, to the extent permitted by applicable law, hereby agrees as follows:

a. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN THE STATE COURTS OF NEW YORK, LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 21 , SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION.

b. THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

19. Waiver of Jury Trial . THE GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

20. Parties . This Guaranty shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors, assigns or transferees, and shall be binding upon the Guarantor and its successors and assigns. The Guarantor may not assign any of its duties under this Guaranty without the prior written consent of the Administrative Agent. The Administrative Agent and the Lenders may assign their respective Rights and benefits under this Guaranty to any Participant or Purchaser in accordance with the provisions of Section 14.12 of the Credit Agreement. The relationship among any Guarantor and its Affiliates, on the one hand, and the Administrative Agent and the other Lenders, on the other hand, is solely that of debtor and creditor, and the Administrative Agent and the other Lenders have no fiduciary or other special relationship with any Guarantor or any of its Affiliates, and no term or provision of any Loan Paper, no course of dealing, no written or oral communication, or other action, shall be construed so as to deem such relationship to be other than that of debtor and creditor.

21. Notices . All notices, consents, requests, approvals, demands and other communications provided for herein shall be in writing (including telecopy communications) and mailed, telecopied, sent by overnight courier or delivered:

a. If to the Guarantor:

c/o Monro Service Corporation

200 Holleder Parkway

Rochester, New York 14615

Attention: Catherine D'Amico, Senior Vice

President and Chief Financial officer

telephone: (585) 647-6400

telecopy: (585) 627-0941

b. If to the Administrative Agent:

Citizens Bank, N.A.

28 State Street

Boston, Massachusetts 02109

Attention: Dwayne Nelson, CBS Agency Services Management Officer

telephone: (617) 994-7625

telecopy: (855) 215-1525

with a copy to

Burns & Levinson LLP

125 Summer Street

Boston, Massachusetts 02110

Attention: Frank A. Segall

telephone: (617) 345-3686

telecopy: (617) 345-3299

c. or, in the case of any party hereto, such other address or telecopy number as such party may hereafter specify for such purpose by notice to the other parties given in accordance with the provisions of this Section 21 . Other than the service of process set forth in Section 18(a) above, all communications shall be effective three (3) Business Days after the date when mailed by certified mail, return receipt requested postage prepaid to any party at its address specified above, or upon receipt if telecopied to any party to the telecopy number set forth above, or upon receipt if delivered personally to any party at its address specified above.

22. Term . This Guaranty is not limited to any particular period of time, but shall continue in full force and effect until all of the Liabilities have been fully and finally paid or have been otherwise discharged by the Administrative Agent and the Lenders, and the Guarantor shall not be released from any obligation or liability hereunder until such full payment or discharge shall have occurred.

23. Governing Law . This Guaranty and all other documents executed in connection herewith shall be deemed to be contracts and agreements executed by the Guarantor and Administrative Agent under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of said state and of the United States of America.

24. Indemnity .

a. The Guarantor shall indemnify the Administrative Agent, each Lender and each Affiliate thereof and their respective directors, officers, employees and agents (each, an " Indemnified Person ") from, and hold each of them harmless against, any and all losses, liabilities, claims or damages (including reasonable legal fees and expenses) to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit or any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of the Loan Papers, and the Guarantors shall assume the defense thereof, including the employment of counsel at Guarantors' expense; provided that the Guarantors shall not have such right, to the extent that such Indemnified Person shall deliver to the Guarantors a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 24(a) in connection with such claim, action, proceeding or suit. Notwithstanding the foregoing, if independent counsel to such Indemnified Person shall conclude that there may be defenses available to such Indemnified Person which may conflict with those available to any of the Guarantors, the Guarantors shall not have the right to assume the defense of any such claim, action, proceeding or suit on behalf of such Indemnified Person if such Indemnified Person chooses to defend such claim, action, proceeding or suit (with counsel reasonably acceptable to Guarantor), and all reasonable costs, expenses and attorneys' fees incurred by the Indemnified Person in defending such claim, action, proceeding or suit shall be borne by the Guarantors; provided however, if there is more than one (1) Indemnified Person having a right to defend such claim, action, proceeding or suit as aforesaid, the obligation of the Guarantors to pay the fees and expenses of such Indemnified Person shall be limited to one (1) firm of attorneys. Any Indemnified Person shall also have the right to employ separate counsel and to participate in its defense, but the fees and expenses of such counsel shall be borne by such Indemnified Person. Any decision by an Indemnified Person to employ its own counsel (whether or not at the Guarantors' expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 24(a) . In addition, Guarantor will not be liable for any settlement of any claim, action, proceeding or suit unless Guarantor has consented thereto in writing. The foregoing indemnity and agreement to hold harmless shall not in any event apply to any losses, liabilities, claims, damages or expenses incurred by reason of (i) the gross negligence or willful misconduct of the Person to be indemnified, or (ii) any material default by the Administrative Agent or any Lender that is not cured within any applicable cure period, if any, under any of the Loan Papers.

b. Without limiting any provision of this Guaranty, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall be indemnified and held harmless against any and all losses, liabilities, claims or damages: (i) arising out of or resulting from the ordinary sole or contributory negligence of such Person or (ii) imposed upon said party under any theory or strict liability. Without prejudice to the survival of any other obligations of any Guarantor hereunder and under the Loan Papers, the obligations of the Guarantors under this Section shall survive the termination of this Guaranty and the Loan Papers and the payment of the Liabilities.

25. New Guaranty . In the event that (i) any Loan Paper is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding involving the Borrower or (ii) any Loan Paper or this Guaranty is terminated as a result of any bankruptcy or insolvency proceeding involving the Borrower and, if within sixty (60) days after such rejection or termination, the Administrative Agent or its designee shall so request and shall certify in writing to the Guarantors that it intends to perform the obligations of the Borrower as and to the extent required under such Loan Paper or this Guaranty, as applicable, the Guarantors will, unless prohibited by bankruptcy or other applicable law, execute and deliver to the Administrative Agent or such designee, a new Guaranty that shall contain the same conditions, agreements, terms, provisions and limitations as such original Guaranty (except for any requirements which have been fulfilled by the Borrower and the Guarantor prior to such rejection or termination).

26. Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc. It is the desire and intent of each Guarantor, the Administrative Agent and the other Lenders that this Guaranty shall be enforced as a full recourse obligation of each Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If and to the extent that the obligations of any Guarantor under this Guaranty would, in the absence of this sentence, be adjudicated to be invalid or unenforceable because of any applicable state or federal law relating to fraudulent conveyances or transfers, then the amount of such Guarantor’s liability hereunder in respect of the Liabilities or Obligations shall be deemed to be reduced ab initio to that maximum amount that would be permitted without causing such Guarantor’s obligations hereunder to be so invalidated.

27. Amendments; Additional Guarantors. No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent acting at the direction of the requisite number of Lenders, if any, required pursuant to Section 14.10 of the Credit Agreement, and the applicable Guarantor or Guarantors, as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “Guaranty Supplement”), (a) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Paper to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Paper to the “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

[Signature pages follow]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

CAR-X, LLC, a Delaware limited

liability company

By: /s/ Maureen E. Mulholland

Maureen E. Mulholland, Vice

President and Secretary

MONRO SERVICE CORPORATION,

a Delaware corporation

By: /s/ Brian J. D’Ambrosia

Brian J. D’Ambrosia, Secretary

[Signature of Administrative Agent on following page]

[Signature page to Guaranty]

ACCEPTED BY:

CITIZENS BANK, N.A.,

as Administrative Agent

By: /s/ Michael K. Makaitis

Name: Michael K. Makaitis

Title: Vice President

[Signature page to Guaranty]

Exhibit A to

Guaranty

GUARANTY SUPPLEMENT

This Guaranty Supplement, dated as of ________ __, 20_ (as amended, restated or otherwise modified from time to time, this “ Supplement ” ), is made by [____________________, a _________________] (the “ Additional Guarantor ”), in favor of CITIZENS BANK, N.A., as administrative agent (the “ Administrative Agent ”) for the benefit of the Lenders (as defined in the Guaranty referred to below).

RECITALS:

(1) MONRO MUFFLER BRAKE, INC., a New York corporation (the “ Borrower ”), is a party to a Credit Agreement, dated as of [___________], 2016 (as the same may from time to time be amended, restated or otherwise modified, the “ Credit Agreement ”) with the Administrative Agent and the financial institutions party thereto (collectively, the “ Lenders ”).

(2) In connection with the Credit Agreement, certain of the Borrower’s subsidiaries (collectively, the “ Guarantors ” and, individually, each a “ Guarantor ”) executed and delivered a Guaranty dated as of [___________], 2016 (as the same may from time to time be amended, restated, supplemented or otherwise modified, the “ Guaranty ”) to the Administrative Agent for the benefit of the Lenders (as defined in the Guaranty) pursuant to which the Guarantors guaranteed the payment and performance in full of all of the Liabilities and Obligations (as defined in the Guaranty) and certain related obligations.

(3) The Additional Guarantor is a subsidiary of the Borrower or a Guarantor and, pursuant to Section 8.12 of the Credit Agreement, is required to become a “Guarantor” under the Guaranty and to guaranty, for the benefit of the Lenders, all of the Liabilities and Obligations (as defined in the Guaranty) and certain related obligations, all as provided in the Guaranty.

(4) The Additional Guarantor deems it to be in its direct pecuniary and business interests to become a “Guarantor” under the Guaranty and, accordingly, desires to enter into this Supplement in accordance with Section 28 of the Guaranty in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to make financial accommodations to or for the benefit of the Additional Guarantor.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to the Additional Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Additional Guarantor covenants and agrees with the Administrative Agent and the Lenders as follows:

Section 1. Definitions. Capitalized terms used in this Supplement and not otherwise defined herein shall have the meanings given to such terms in the Guaranty.

Section 2. Supplement; Guaranty. The Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Supplement, on and after the date hereof it shall become a party to the Guaranty and shall be fully bound by, and subject to, all of the covenants, terms, obligations and conditions of the Guaranty applicable to a “Guarantor” as though originally party thereto as a “Guarantor,” and the Additional Guarantor shall be deemed a “Guarantor” for all purposes of the Guaranty and the other Loan Papers (as defined in the Credit Agreement). The Additional Guarantor acknowledges and confirms that it has received a copy of the Guaranty, the other Loan Papers and all exhibits thereto and has reviewed and understands all of the terms and provisions thereof. The Additional Guarantor (i) agrees that it will comply with all the terms and conditions of the Guaranty as if it were an original signatory thereto, and (ii) irrevocably and unconditionally guarantees to the Lenders the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities and Obligations (each as defined in the Guaranty) as provided in the Guaranty.

Section 3. Effect of this Agreement . Except as expressly provided in this Supplement, the Guaranty shall remain in full force and effect, without modification or amendment.

Section 4. Representations and Warranties. The Additional Guarantor, as of the date hereof, hereby:

(a) makes to the Administrative Agent and the Lenders each of the representations and warranties contained in the Guaranty applicable to a Guarantor ; and

(b) represents and warrants that upon the execution and delivery of this Supplement, all of the conditions set forth in Section 8.12 of the Credit Agreement have been satisfied or otherwise expressly waived in writing by the Administrative Agent.

Section 5. Successors and Assigns; Entire Agreement. This Supplement is binding upon and shall inure to the benefit of the Additional Guarantor, the Administrative Agent and each of the Lenders and their respective successors and assigns. This Supplement and the Guaranty set forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supercedes all prior discussions, agreements and understandings of any and every nature among them. This Supplement shall be a Loan Paper under the Credit Agreement. No Guarantor shall be permitted to assign any of its rights or obligations hereunder except as expressly permitted pursuant to or in accordance with the Credit Agreement.

Section 6. Headings. The descriptive headings of this Supplement are for convenience or reference only and do not constitute a part of this Supplement .

Section 7. Governing Law. This Supplement and the rights of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of New York, without application of the rules regarding conflicts of laws.

Section 8. JURY TRIAL WAIVER. THE ADDITIONAL GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, THE OTHER LOAN PAPERS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Additional Guarantor has executed this Supplement as of the date first written above.

____________________________________

By:__________________________________

Name:

Title:

Exhibit 10.21

NEGATIVE PLEDGE AGREEMENT

This NEGATIVE PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this " Agreement ") is executed as of January 25, 2016 by MONRO MUFFLER BRAKE, INC., a New York corporation (" Borrower "), MONRO SERVICE CORPORATION, a Delaware corporation (" Monro Service "), and CAR-X, LLC, a Delaware limited liability company (together with Borrower and Monro Service, collectively, the " Companies ", and each individually a “ Company ”) to and for the benefit of CITIZENS BANK, N.A., as administrative agent (in such capacity, " Administrative Agent ") for the Lenders (" Lenders ") party to the Credit Agreement (defined below).

A. Borrower, Administrative Agent and the Lenders have executed a Credit Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), together with certain other Loan Papers.

B. The execution and delivery of this Agreement is a condition to the execution of the Credit Agreement and the other Loan Papers by Administrative Agent and the Lenders and is an integral part of the transactions contemplated by the Loan Papers and a condition precedent to the obligations of Administrative Agent and the Lenders to extend credit under the Credit Agreement.

NOW THEREFORE in consideration of the premises and other valuable consideration, the receipt and adequacy of which are acknowledged, each of the Companies covenants and agrees with Administrative Agent as follows:

Credit Agreement has the meaning given in the Recitals.

Default means a Default as defined in the Credit Agreement.

Obligations means (a) the Obligation as defined in the Credit Agreement, (b) all indebtedness, liabilities and obligations of any Company arising under this Agreement, (c) interest accruing on, and attorneys' fees, court costs, and other costs of collection reasonably incurred in the collection or enforcement of, any of the indebtedness, liabilities, or obligations described in Clauses (a) and (b) of this definition, and (d) any and all renewals and extensions of, or amendments to, any of the indebtedness, liabilities, and obligations described in Clauses (a) through (c) of this definition.

2. Property . Except as permitted under the Credit Agreement or any other Loan Papers (including as to Permitted Mortgages, as defined in the Credit Agreement), each of the Companies hereby agrees that, for so long as any part of the Obligations remains outstanding, it will not, without first obtaining the prior written consent of Administrative Agent, which at the sole discretion of Administrative Agent may be recorded in the jurisdiction in which the affected property is situated, (i) create or permit any lien, encumbrance, charge, or security interest of any kind to exist on any of the real properties owned now or in the future by such Company, including, without limitation, those properties described on EXHIBIT A attached hereto (collectively, the " Properties " and individually, each a “ Property ”) or (ii) transfer, sell, assign or in any manner dispose of all or any part of any of the Properties or any interest therein.

3. Recording . Administrative Agent is hereby authorized and permitted to cause this Agreement to be recorded as to any or all of the Properties (along with any legal description that may be required to be included for purposes of proper recording as to the applicable Properties) at such time and at such places as Administrative Agent, at its option, may elect.

4. Representations and Warranties of the Companies . Each Company represents and warrants to Administrative Agent and the Lenders as follows:

(i) Such Company owns the Properties as described on EXHIBIT A hereto and there are no existing liens or encumbrances upon or affecting the Properties other than Permitted Liens.

(ii) That this Agreement constitutes the legal, valid and binding obligation of such Company enforceable in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity. The execution and delivery of this Agreement and the compliance with the provisions hereof will not conflict with or constitute a breach of, or default under, any of the provisions of any other material agreement to which such Company is a party, other than any conflict, breach or default which would not cause a Material Adverse Event.

5. Default . Any failure by any Company to comply with the terms of this Agreement and such failure continues for thirty (30) days after the first to occur of (i) such Company knows of or (ii) such Company receives notice from Administrative Agent of, such failure shall constitute a Default and the Companies agree that in such event Administrative Agent and Lenders shall have the right in addition to such other remedies as may be available to it, to file any deeds of trust, mortgages, financial statements or security agreements securing the Obligations as against any Property, and to obtain injunctive relief enjoining such breach of this Agreement and the Companies agree that they shall not urge that such remedy is not appropriate under the circumstances, it being expressly acknowledged by the Companies that such action shall cause Administrative Agent and Lenders irreparable damage for which legal remedies are inadequate to protect Administrative Agent and Lenders.

6. Termination . This Agreement shall remain in full force and effect until the Obligations shall have been paid in full.

7. Governing Law . THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND AS APPLICABLE, THE LAWS OF THE UNITED STATES OF AMERICA.

8. Additional Companies or Properties . On or before the end of each fiscal year of the Borrower, if any of the Companies has acquired ownership of any additional real properties that are not described on the Exhibit A then in effect , then the Companies shall provide an update to Exhibit A to the Administrative Agent describing such new real properties, which upon the verification of such information in the updated Exhibit A by the Administrative Agent, shall supplement the Exhibit A attached hereto and shall be deemed a part of this Agreement and incorporated herein by reference. In the event that any of the Companies creates or has any Subsidiary that owns any real properties not included on the Exhibit A, within 90 days of such event, the Borrower shall cause such Subsidiary to execute, and deliver to the Administrative Agent, a Negative Pledge Agreement in the form of this Agreement, duly executed by such applicable Subsidiary .

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

Executed as of the date set forth in the preamble.

MONRO MUFFLER BRAKE, INC., a New York corporation

By: /s/ Catherine D’Amico

Catherine D'Amico, Executive Vice President of Finance, Chief

Financial Officer, and Treasurer

MONRO SERVICE CORPORATION, a Delaware corporation

By: /s/ Brian J. D’Ambrosia

Brian J. D’Ambrosia, Secretary

CAR-X, LLC, a Delaware limited liability company

By: /s/ Maureen E. Mulholland

Maureen E. Mulholland, Vice President

and Secretary

STATE OF NEW YORK )

) ss.

COUNTY OF Monroe )

On the 25 th day of January in the year 2016 before me, the undersigned, personally

appeared Catherine D'Amico, Executive Vice President of Finance, Chief Financial Officer, and Treasurer of Monro Muffler Brake, Inc., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her official capacity, and that by her signature on the instrument, Monro Muffler Brake, Inc. executed the instrument.

/s/ Kimberly A. Rudd

Notary Public

[Continued on following page]

[Signature Page to Negative Pledge Agreement]

STATE OF NEW YORK )

) ss.

COUNTY OF Monroe )

On the 25 th day of January in the year 2016 before me, the undersigned, personally

appeared Brian J. D’Ambrosia, Secretary of MONRO SERVICE CORPORATION, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in her official capacity, and that by his signature on the instrument, MONRO SERVICE CORPORATION executed the instrument.

/s/ Kimberly A. Rudd

Notary Public

STATE OF NEW YORK )

) ss.

COUNTY OF Monroe )

On the 25 th day of January in the year 2016 before me, the undersigned, personally

appeared Maureen E. Mulholland, Vice President and Secretary of Car-X LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her official capacity, and that by her signature on the instrument, Car-X, LLC executed the instrument.

/s/ Kimberly A. Rudd

Notary Public

[Continued on following page]

Accepted:

CITIZENS BANK, N.A., as Administrative Agent

By: /s/ Michael K. Makaitis

Name: Michael K. Makaitis

Title: Vice President

THE COMMONWEALTH OF MASSACHUSETTS )

) ss.

COUNTY OF SUFFOLK )

On the 22 nd day of January in the year 2016 before me, the undersigned, personally appeared Michael K. Makaitis , Vice President of Citizens Bank, N.A., personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her capacity as described in the within instrument, and that by his/her signatures on the instrument, Citizens Bank, N.A. executed the instrument.

/s/ Elizabeth A. Harris

Notary Public

EXHIBIT A

PROPERTIES

[SEE ATTACHED]

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 Exchan ge Act Rules 13a-15(f) and 15d -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 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 4 , 201 6


	/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.;

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 Exch ange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:

(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 4 , 201 6


	/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 D e c ember 26 , 201 5 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 4, 2016
John W. Van Heel
Chief Executive Officer and President

/s/ Catherine D’Amico	Dated: February 4, 2016
Catherine D’Amico
Executive Vice President – Finance and
Chief Financial Officer