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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger, Dated February 4, 2005
- 2.2 Amended and Restated Agreement and Plan of Merger, Dated March 7, 2005
- 3.1 Certificate of Incorporation of American Tire Distribution Holdings, Inc.
- 3.2 Amended and Restated Certificate of American Tire Distribution Holdings, Inc.
- 3.4 Amended and Restated Bylaws of the Company.
- 3.11 Fifth Restated Certificate of Incorporation of American Tire Distributors, Inc.
- 3.12 By-laws of the Company
- 3.23 Articles of Incorporation of Texas Market Tire, Inc.
- 3.24 By-laws of Texas Market Tire, Inc.
- 3.25 Articles of Incorporation of Texas Market Tire Holdings I, Inc.
- 3.26 By-laws of Texas Market Tire Holdings I, Inc.
- 3.27 Articles of Incorporation of Target Tire, Inc.
- 3.28 By-laws of Target Tire, Inc.
- 4.1 Indenture, Dated March 31, 2005 (the "Holdings Indenture")
- 4.2 Indenture, Dated March 31, 2005 (the "Floating Rate Note Indenture")
- 4.3 Indenture, Dated March 31, 2005 (the "Fixed Rate Note Indenture")
- 4.4 Supplement Indenture, 03/31/05 (the "Floating Rate Supplemental Indenture")
- 4.5 Supplement Indenture, 03/31/05 ("the "Fixed Rate Supplemental Indenture")
- 5.1 Gibson, Dunn and Crutcher, LLP Letter As to the Legality of the Securities
- 10.16 Fourth Amended and Restated Loan and Security Agreement
- 10.17 Registration Rights Agreement, Made As of March 31, 2005
- 10.18 Termination Agreement Dated March 31, 2005
- 10.19 Purchase Agreement, Dated March 25, 2005
- 10.20 Stockholders Agreement Dated As of March 31, 2005
- 10.21 Stock Purchase Agreement Dated March 30, 2005
- 10.22 Stock Purchase Agreement Dated March 30, 2005
- 10.25 Commitment Letter, Dated March 16, 2005
- 10.41 Executive Employment Agreement, Dated March 31, 2005
- 10.42 Executive Employment Agreement, Dated March 31, 2005
- 10.43 Executive Employment Agreement, Dated March 31, 2005
- 10.44 Executive Employment Agreement, Dated March 31, 2005
- 10.45 Executive Employment Agreement, Dated March 31, 2005
- 10.46 Executive Employment Agreement, Dated March 31, 2005
- 10.47 Rollover Stock Option Agreement, Dated March 31, 2005
- 10.48 Rollover Stock Option Agreement, Dated March 31, 2005
- 10.49 Rollover Stock Option Agreement, Dated March 31, 2005
- 10.50 Stock Purchase Agreement, Dated March 31, 2005
- 10.51 Stock Purchase Agreement, Dated March 31, 2005
- 10.52 Stock Purchase Agreement, Dated March 31, 2005
- 10.53 Stock Purchase Agreement, Dated March 31, 2005
- 10.54 Stock Purchase Agreement, Dated March 31, 2005
- 10.55 Stock Purchase Agreement, Dated March 31, 2005
- 10.56 Stock Purchase Agreement, Dated March 31, 2005
- 10.58 Stock Purchase Agreement, Dated March 31, 2005
- 10.59 Stock Purchase Agreement, Dated March 31, 2005
- 10.60 Stock Purchase Agreement, Dated March 31, 2005
- 10.61 Stock Purchase Agreement, Dated March 31, 2005
- 10.62 Purchase Agreement, Dated March 23, 2005
- 10.63 Registration Rights Agreement, Dated March 31, 2005
- 10.64 Purchase Aagreement, Dated March 23, 2005
- 10.65 Warrant Agreement, Dated As of March 31, 2005
- 12.1 Statement Re: Computation of Ratios
- 21.1 Chart of Subsidiaries of the Company
- 23.1 Consent of Pricewaterhousecoopers, As Independent Accountants.
- 25.1 Statement of Eligibility of Trustee
- 99.1 Exchange Agreement, Dated April 11, 2005
- 99.2 Exchange Agreement, Dated April 11, 2005
- 99.3 Form of Letter of Transmittal
- 99.4 Form of Notice of Guaranteed Delivery
- 99.5 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
- 99.6 Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Co.
- 14 Jul 05 Registration of securities issued in business combination transactions (amended)
- 30 Jun 05 Registration of securities issued in business combination transactions (amended)
- 13 May 05 Registration of securities issued in business combination transactions
- 9 Jun 99 Registration of securities issued in business combination transactions (amended)
- 31 Mar 99 Registration of securities issued in business combination transactions
- 14 Oct 98 Registration of securities issued in business combination transactions (amended)
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 shall be deemed an original but all of which together shall constitute one and the same instrument.
3.Governing Law. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
4.Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Termination Agreement, execute and deliver all such further instruments and take all such further actions as may be reasonably necessary or appropriate in order to carry out the provisions of this Termination Agreement.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed as of the day and year first above written.
AMERICAN TIRE DISTRIBUTORS, INC. | ||||
By: | /s/ J. Michael Gaither | |||
Name: | J. Michael Gaither | |||
Title: | Executive Vice President, General Counsel & Secretary |
THE 1818 MEZZANINE FUND, L.P. | ||||||
Per Pro | BROWN BROTHERS HARRIMAN & CO., its General Partner | |||||
By: | /s/ Joseph P. Doslon | |||||
Name: | Joseph P. Doslon | |||||
Title: | Managing Director |
CHARLESBANK EQUITY FUND IV, LIMITED PARTNERSHIP | ||||||
BY: | CHARLESBANK EQUITY FUND IV GP, LIMITED PARTNERSHIP, its General Partner | |||||
BY: | CHARLESBANK CAPITAL PARTNERS, LLC, its General Partner | |||||
By: | /s/ Tim R. Palmer | |||||
Name: | Tim R. Palmer | |||||
Title: | Managing Director |