Termination Agreement between Quality Distribution, Inc. and Apollo Management L.P. dated October 7, 2003
Quality Distribution, Inc. and Apollo Management L.P. have agreed to terminate their Management Agreement, originally signed in 1998. Apollo has not provided services to the company since January 1, 2002, and neither party owes compensation under the agreement. The termination is effective as of October 7, 2003, but confidentiality, loss, and indemnification provisions from the original agreement will remain in effect. The agreement is governed by New York law.
Exhibit 10.22
EXECUTION COPY
TERMINATION AGREEMENT dated as of October 7, 2003 (the Termination Agreement), by and between QUALITY DISTRIBUTION, INC. (f/k/a MTL Inc.), a Florida corporation (the Company), and APOLLO MANAGEMENT L.P., a Delaware Limited Partnership (Apollo).
RECITALS
WHEREAS, Apollo and the Company entered into that certain Management Agreement dated as of February 10, 1998 (the Management Agreement); and
WHEREAS, Apollo has not provided any services to the Company pursuant to the Management Agreement since January 1, 2002; and
WHEREAS, the parties deem it advisable to terminate the Management Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
Section 1. Acknowledgements. The parties hereto each acknowledge that, since January 1, 2002, no services have been provided by Apollo to the Company pursuant to the Management Agreement and, accordingly, the Company does not owe, and Apollo is not entitled to, any compensation pursuant to the Management Agreement.
Section 2. Termination of Management Agreement. The Management Agreement (other than Section 7 (Confidentiality), Section 8 (Losses) and Section 9 (Indemnification), which provisions shall survive termination pursuant to this Agreement) is hereby terminated effective as of the date hereof.
Section 3. Counterparts. This Termination Agreement may be executed in any number of separate counterparts (including facsimile), each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Section 4. Applicable Law. THIS TERMINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PROVISIONS.
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IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed and delivered as of the day and year first above written.
QUALITY DISTRIBUTION, INC. | ||||
By: | /s/ THOMAS FINKBINER | |||
Name: | Thomas Finkbiner | |||
Title: | President |
APOLLO MANAGEMENT L.P. | ||||
By: | ||||
Name: | ||||
Title: |
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed and delivered as of the day and year first above written.
QUALITY DISTRIBUTION, INC. | ||||
By: | ||||
Name: | ||||
Title: |
APOLLO MANAGEMENT L.P. | ||||
By: | /s/ MARC E. BECKER | |||
Name: | Marc E. Becker | |||
Title: | Vice President |