Exhibit 2.05
SECOND AMENDMENT TO ASSET PURCHASE
AGREEMENT
THIS SECOND AMENDMENT (“Second Amendment”),
dated as of April 13, 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
further clarified by that certain First Amendment to Asset Purchase
Agreement dated as of March 1, 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 Second Amendment, agree to further 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 7.07E
to the Original Agreement contains the entire agreement between the
parties with respect to the provision of services by Mr. Tire
to Monro following the Closing (the “Transition
Agreement”).
2. The
parties acknowledge that between March 1 and March 28, 2004,
Monro hired certain employees of Mr. Tire and that, during the
term of the Transition Agreement, certain of these employees will
provide Transition Services to Mr. Tire under the direction of
Mr. Tire. Schedule 2 to this Amendment lists those
employees who made provide such services to Mr. Tire (Monro
Employees). With respect to any Transition Services provided by
Monro Employees, the applicable provisions of the Transition
Agreement (including but not limited to, billing for Employee
Costs, authority of Monro Employees to bind Mr. Tire and
indemnification), shall be reversed to reflect that these Monro
Employees are providing Transition Services to Mr. Tire.
However, Mr. Tire will continue to bill Monro for its pro rata
share of corporate overhead costs. Further, both the assessment and
hire of Transition Employees by Monro and the “System
Requirements” provisions shall not be revised.
3. Sections 2.05B
and 2.05C of the Original Agreement are hereby amended to reflect
that Seller will have until May 31, 2004
