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EXHIBIT 10.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST
AMENDMENT ("First Amendment"), dated as of March 1, 2004 to
that
certain Asset Purchase Agreement dated as
of February 9, 2004, as clarified by
that certain Side Letter Agreement dated
February 9, 2004, as may be further
amended and clarified, (the "Original
Agreement"), by and among Mr. Tire, Inc.,
("Mr. Tire"), Atlantic Automotive Corp.
("Atlantic") and Monro Muffler Brake,
Inc. ("Monro")
RECITALS
WHEREAS, Mr.
Tire, Atlantic and Monro have entered into the Original
Agreement, which provides for the sale of
the Assets of Mr. Tire to Monro; and
WHEREAS, Mr. Tire, Atlantic
and Monro desire, pursuant to this First
Amendment, to amend the Original Agreement.
ALL CAPITALIZED TERMS USED HEREIN
AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE MEANING ASCRIBED TO SUCH TERM IN
THE ORIGINAL AGREEMENT.
NOW, THEREFORE, IN
CONSIDERATION OF THE premises and mutual covenants and
obligations contained herein, the parties
agree, intending to be legally bound,
as follows:
1. Schedule
2.05B to the Original Agreement is hereby amended by deleting
Schedule 2.05B in its entirety and
replacing it with Amended Schedule 2.05B
attached to this First Amendment.
2. Schedule 2.02
to the Original Agreement is hereby amended by adding to
Schedule 2.02 those Contracts listed on
"Additions to Schedule 2.02" attached to
this First Amendment.
3. Schedule
3.08B to the Original Agreement is hereby amended by deleting
Schedule 3.08B in its entirety and
replacing it with Amended Schedule 3.08B
attached to this First Amendment.
4. Schedule
2.01A and Schedule 3.05 to the Original Agreement are each
hereby amended by deleting the following
from Schedule 2.01A and Schedule 3.05:
MSDAT:
11/29/01, Liber U00188, Folio 0351,
I.D. #0000000181102653
Secured Party: Carrollton
Bank
Collateral:
Specific equipment
MSDAT:
07/29/02, Liber U00227, Folio 1672,
I.D. #000000181124673
Secured Party: Carrollton
Bank
Colla
