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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 facsimile), each of which sha
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