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Exhibit 10.1
AMENDMENT #1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT #1, dated August 11, 1998 (the "Amendment"), is to the
ASSET PURCHASE AGREEMENT, dated as of April 13, 1998 (the "Agreement"), by and
among SPEEDY MUFFLER KING INC., an Ontario corporation ("Parent"), SPEEDY
(U.S.A.), INC., a Delaware corporation ("Speedy U.S.A."), BLOOR AUTOMOTIVE
INC., a Delaware corporation ("Bloor"), SPEEDY CAR-X INC., a Delaware
corporation ("Car-X", and together with Bloor, "Sellers"), SPEEDY HOLDING
CORP., a Delaware corporation ("Purchaser"), and MONRO MUFFLER BRAKE, INC., a
New York corporation ("Monro").
WITNESSETH:
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WHEREAS, the Parent, Speedy U.S.A, the Sellers, the Purchaser and
Monro desire to amend the Agreement on the terms and conditions hereinafter
set forth;
WHEREAS, any capitalized term used and not defined herein shall have
the same meaning as set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Section 2.1 of Article 12 of the Agreement is hereby amended to
read in its entirety as follows:
"Section 2.1. PURCHASE PRICE. The aggregate purchase price
(the "Purchase Price") for the Assets shall be (i) Fifty Two Million
Dollars ($52,000,000), (ii) plus or minus any Adjusting Payment (as
defined in Section 2.5), (iii) if the closing under the Detroit
Contract has occurred prior to the Closing Date, minus the
consideration received by Sellers or their affiliates in such sale
net of related transaction costs (including, without limitation,
legal fees, finders fees and environmental remediation expenditures)
and (iv) minus any and all reasonably documented charges, costs, fees
and expenses paid or incurred by Monro or Purchaser, such as utility
charges, on behalf of the Sellers prior to the Closing Date. All
references to "$" or "Dollars" in this Agreement shall mean U.S.
Dollars unless otherwise specified."
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2. Paragraph (d) of Section 8.1 of Article 8 of the Agreement is
hereby amended to read in its entirety as follows:
Section 8.1. TERMINATION. This Agreement may be terminated at any
time at or prior to the Closing (the "Termination Date"):
"(d) by notice from either Monro or Parent to the other if
the Acquisition shall not have been consummated on or before (i) July
13, 1998, if the Sellers have caused the condition set forth in
Section 6.1(c) to be satisfied on or before June 22, 1998, and
otherwise (ii) 20 days after the Sellers have caused the condition
set forth in Section 6.1(c) to be satisfied, but in no event later
than August 31, 1998 (unless in any case the failure to consummate
the Acquisition by such date shall be due to the action or failure to
act of the party or its Affiliate seeking to terminate this
Agreement, including, without limitation, any breach of its
obligations under Section 5.4)."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, as of the date first above written.
SPEEDY MUFFLER KING INC.
By: /s/ Xxxx Xxxx Xxxxx
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Name: Xxxx Xxxx Xxxxx
Title: Treasurer
BLOOR AUTOMOTIVE INC.
By: /s/ Xxxx Xxxx Xxxxx
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Name: Xxxx Xxxx Xxxxx
Title: Controller
SPEEDY CAR-X INC.
By: /s/ Xxxx Xxxx Xxxxx
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Name: Xxxx Xxxx Xxxxx
Title: Controller
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SPEEDY (U.S.A.), INC.
By: /s/ Xxxx Xxxx Xxxxx
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Name: Xxxx Xxxx Xxxxx
Title: Controller
SPEEDY HOLDING CORP.
By: /s/ Xxxxxxxxx X'Xxxxx
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Name: Xxxxxxxxx X'Xxxxx
Title: Secretary
MONRO MUFFLER BRAKE, INC.
By: /s/ Xxxxxxxxx X'Xxxxx
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Name: Xxxxxxxxx X'Xxxxx
Title: Chief Financial Officer
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