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Exhibit 10.18
TERMINATION
AGREEMENT
TERMINATION AGREEMENT, dated as of March 31,
2005, by and among The 1818 Mezzanine Fund, L.P., a Delaware
limited partnership (the " Fund "), Charlesbank Equity Fund
IV, Limited Partnership, a Massachusetts limited partnership ("
Charlesbank "), and American Tire Distributors, Inc., a
Delaware corporation (the " Company ").
Introduction
In connection with the closing of the transaction
contemplated by the Amended and Restated Agreement and Plan of
Merger, dated as of March 7, 2005, by and among American Tire
Distributors Holdings, Inc., a Delaware corporation, ATD MergerSub,
Inc., a Delaware corporation, Charlesbank, Charlesbank Capital
Partners, LLC, a Massachusetts limited liability company, solely in
its capacity as representative of the holders of the
Company’s capital stock, and the Company, the parties hereto
desire to terminate certain agreements entered into by and among
the parties hereto.
For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Termination of Agreements . As of the
date hereof, the following agreements are hereby
terminated:
(a) the Warrantholder Agreement, dated as of May
21, 1999, by and among the Fund, Charlesbank and the Company;
and
(b) the Amended and Restated Registration Rights
Agreement, dated as of May 21, 1999, by and among the Fund,
Charlesbank and the Company.
2. Counterparts . This Termination
Agreement may be signed in any number of counterparts (including by
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