Termination Agreement dated March 31, 2005



 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. 
  
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 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