Case KJC Doc 302 Filed 11/08/18 Page 1 of 12

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1 Case KJC Doc 302 Filed 11/08/18 Page 1 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ATD CORPORATION, et al.,' ) Case No (KJC) Debtors. ) (Jointly Administered) DEBTORS' MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE DEBTORS TO (I) ENTER INTO A FINAL SUBSCRIPTION AGREEMENT, (II) NTAKE A FINAL INVESTMENT INSTALLMENT THEREUNDER, AND (III) ASSUME ASSOCIATED TRANSACTION DOCUII~ENTS ~id (B) GRANTING RELATED RELIEF The above-captioned debtors and debtors in possession (collectively, the "Debtors") respectfully state as follows in support of this motion (this "Motion"):Z Preliminary Statement 1. The Debtors are investors in ' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, where applicable, include: ATD Corporation (3683); Accelerate Holdings Corp. (0528); American Tire Distributors Holdings, Inc, (6143); American Tire Distributors, Inc. (4594); Rubbr Automotive Services, LLC (3334); The Hercules Tire &Rubber Company (3365); Terry's Tire Town Holdings, Inc. (7464); Tire Pros Francorp (1361); and Hercules Asia Pacific, LLC (2499). The location of the Debtors' service address in these chapter 11 cases is Herbert Wayne Court, Suite 150, Huntersville, North Carolina In support of this Motion, the Debtors submit the Declaration of William Williams in Support of the Debtors' Motion for Entry of an Order (A) Authorizing the Debtors to (1) Enter into a Final Subscription Agreement, (II) Make a Final Investment Installment Thereunder, and (III) Assume Associated Transaction Docurr2ents and (B) Granting Related Relief (the "Williams Declaration"), filed contemporaneously herewith. Contemporaneously herewith, the Debtors also filed the Debtors' Motion for Entry of an Order Authorizing the Debtors to File Redacted Portions of the Investment Motion and the Williams Declaration Under Seal, seeking to seal certain commercially sensitive information disclosed in the Motion and accompanying Williams Declaration, KF,

2 Case KJC Doc 302 Filed 11/08/18 Page 2 of 12 By this Motion, the Debtors seek authority to (a) enter into a final subscription agreement in connection with a third and final installment of an investment in-, (b) pay up to $4.0 million under the final subscription agreement, and (c) assume related transaction documents.3 2. Prior to commencing these chapter 11 cases, the Debtors made the first two installments of the investment in - for a total of approximately $2.7 million pursuant to a Letter of Intent that gives the Debtors an option to exclusively license the ~~. for five-years (the "License Agreement") in exchange for an approximately $6.5 million equity investment in -. After making the final installment, the Debtors and - will enter into the License Agreement, which will not require the Debtors to make any cash outlay until January or February 2019, at which point the Debtors expect to have emerged from chapter 11. Therefore, this Motion does not seek approval to make payments under the License Agreement. 3. Authority to enter into the third and final installment of this investment and the related relief requested herein will allow the Debtors to maximize the value of their estates. The investment and license provide an opportunity for the Debtors to Motion. Accordingly, the Debtors respectfully submit that the Court should grant the

3 Case KJC Doc 302 Filed 11/08/18 Page 3 of 12 Relief Requested 4. The Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (respectfully, the "Order"): (a) authorizing the Debtors to (i) enter into the Final Subscription Agreement (as defined below), (ii) make the Final Investment Installment (as defined below) in an amount not to exceed $4.0 million, and (iii) assume the associated Transaction Documents (as defined below); and (b) granting related relief. Jurisdiction and Venue 5. The United States Bankruptcy Court for the District of Delaware (the"court") has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing ONder of Reference from the United States District Court for the District of Delaware, dated February 29, The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 6. The basis for the relief requested herein is sections 363(b) and 365(a) of title 11 of the United States Code, 11 U.S.C (the"bankruptcy Code") and Bankruptcy Rule Background 7. The Debtors are the largest distributor of replacement tires in North America based on dollar amount of wholesale sales. With their network of over 140 distribution centers and 1,400 delivery vehicles, the Debtors service a geographic region covering more than 90 percent of the replacement tire market for passenger vehicles and light trucks in the United States. In addition, the Debtors' proprietary Hercules brand is the number one private tire brand in North America 3

4 Case KJC Doc 302 Filed 11/08/18 Page 4 of 12 based on unit sales. The Debtors are headquartered in Huntersville, North Carolina. Non-Debtor affiliate National Tire Distributors Inc. and its subsidiaries operate on of the largest replacement tire distributors in Canada, with 23 distribution centers throughout the country. The Debtors and their non-debtor subsidiaries generated approximately $5.2 billion in revenue in fiscal year 2017 and currently employ approximately 5,500 people in the United States and Canada. As of October 4, 2018 (the "Petition Date"), the Debtors have approximately $2.6 billion in funded debt. 8. On the Petition Date, each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) [DocketNo. 97]. No party has requested the appointment of a trustee or examiner in these chapter 11 cases. 9. A description of the Debtors' businesses, the reasons for commencing the chapter 11 cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of William Williams, Chief Financial Officer of ATD CorpoNation, in Support of the Chapter 11 Petitions and First Day Motions, filed on October 4, 2018 [Docket Na. 18], and incorporated herein by reference. The Investment 10. The Debtors seek Court authorization to make the third and final installment of an equity investment in

5 Case KJC Doc 302 Filed 11/08/18 Page 5 of Prior to the Petition Date, the Debtors made two investments totaling approximately $2.7 million in -pursuant to a letter of intent dated August 15, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the "Letter of Intent"), attached to this Motion as Exhibit B, between Debtor American Tire Distributors, Inc., -, and other parties. These first two investments required the Debtors to enter into two subscription agreements (collectively, the "Initial Subscription Agreements"), dated September 3, 2018, and October 2, 2018, respectively, which are attached hereto as Exhibit C. The Debtors intend to execute a third Subscription Agreement, substantially in the form of the Initial Subscription Agreements (the "Final Subscription A red ement" and, together with the Letter of Intent and the Initial Subscription Agreements, the "Transaction Documents"), and fund the final cash installment for the third equity investment in an amount not to exceed $4.0 million (the "Final Investment Installment"). 12. Moreover, the Letter of Intent contemplates that the Debtors will have the option to enter into the License Agreement so long as they consummate the Final Investment Installment on or before November 30, proposed the principal business terms of the License Agreement in the Letter of Intent. The proposed terms require an approximately $2.6 million upfront signing fee that grants exclusivity over the 5%annual royalty based on sales for afive-year period and a subject to a stepped annual minimum usage fee. However, this Motion is not seeking authority to pay the up-front signing fee, as the Debtors do not expect the License Agreement to require such payment until January or February 2019 i.e., after they intend to emerge from chapter 11. The Debtors and are currently engaged in good faith and arm's-length negotiations to finalize the details and definitive terms of the License Agreement. 5

6 Case KJC Doc 302 Filed 11/08/18 Page 6 of Motion will benefit the Debtors' business and estates. As such, the Debtors believe that the relief requested in this 14. A summary of the material terms in the Letter of Intent is set forth below: a}~tiot~ to Enter I~~to The Letter of Intent contemplates that Debtor American Tire License Agreenier~t Distributors, Ina ("ATDP') would receive the exclusive option to enter into the License Agreement after it makes the investments in- capital stock described below. In~~estments iii - The Letter of Intent contemplates that ATDI would make an Capital Stack aggregate $6.5 million of investments in -capital stock before November 30, ATDI funded two rounds of this investment before the Petition Date and contemplates funding one additional round after the Petition Date after entry of the Order: Date Investment Debtors' Sept. 3, 2018 (actual) $750, % Oct. 2, 2018 (actual) $2.0 million 2.57% Nov. 30, 2018 (pro forma) $4.0 million 4,48% Total (pro for~rta) $6.7 million 8.06% 4 The Subscription Agreement dated October 2, 2018 extended this date in the Letter of Intent from October 31, 2018, to November 30, 2018, allowing the Debtors additional time to make the third investment and enter into the License Agreement. 6

7 Case KJC Doc 302 Filed 11/08/18 Page 7 of 12 License Agreement The Letter of Intent outlines _proposed terms of the License Agreement, including: (a) a $2.6 million up-front si ning fee that grants exclusivity over the proprietar}~ fir afive-year period; (b) a 5% annual usage fee _~~.~ _, subject to the following stepped annual minimum usage fees: (i) Year 1: approximately $1.3 million; (ii) Year 2: approximately $2.0 million; ~~ (iii)year 3: approximately $2.6 million; (iv) Year 4: approximately $3.3 million; and (v) Year 5: approximately $3.9 million; and (c) -reserves its rights to terminate the exclusive license at the end of each full year if ATDI generates revenue lower than 50% of the usage fee. The terms are subject to negotiation of final definitive terms of the License Agreement before November 30, ~, Basis for Relief I. Funding the Final Investment Installment Is in the Best Interests of the Debtors' Estates and Reflects a Sounci ~~cercise of the Debtors' Reasonable Business Judgment. 15. Making the Final Investment Installment and entering info the applicable Transaction Documents are an exercise of sound business judgment and should be authorized pursuant to this Motion. Section 363(b)(1) of the Bankruptcy Code provides that a debtor "after notice and a hearing, may use, sell or lease, other than in the ordinary course of business, property of the estate." 11 U.S.C. 363(b)(1). Whether use of assets pursuant to section 363(b) of the Bankruptcy Code should be approved in a particular case is a matter left to the Court's discretion, giving due consideration to the sound business judgment of the proponent of the particular transaction. See In re Montgomery Ward Holding CoNp., 242 B.R. 147, 1.53 (D. Del. 1999); Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991) (holding that section

8 Case KJC Doc 302 Filed 11/08/18 Page 8 of is satisfied where the debtor has "an articulated business justification" for the business transaction); In ~e Efoora, Inc., 472 B.R. 481, 488 (Bankr. N.D. Ill. 2012) (noting that when applying the "business judgment" standard to the use of estate property under section 363, a debtor's judgment is "entitled to great judicial deference as long as a sound business reason is given"); In Ne Telesphere Commc'ns, Inc., 179 B.R. 544, 552 (Bankr. N.D. Ill. 1994) (noting that the "general thrust" for court approval under section 363 of the debtors' use of estate property is that the action be in "the best interest of the estate"). Moreover, "[w]here the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor's conduct." In re Johns-Manville Corp., 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (citation omitted); see also In re Tower Air, Inc., 416 F.3d 229, 238 (3d Cir. 2005) ("Overcoming the presumptions of the business judgment rule on the merits is anear-herculean task."); In re CommeNcial MoNtg. &Fin., Co., 414 B.R. 389, 394 (Bankr. N.D. Ill. 2009) (noting that a debtor in possession "has the discretionary authority to exercise his business judgment in operating the debtor's business similar to the discretionary authority to exercise business judgment given to an officer or director of a corporation"). 16. Further, Section 365(a) of the Bankruptcy Code provides that a debtor in possession, "subject to the court's approval, may...assume or reject any executory contract or unexpired lease of the debtor." 11 U.S.C. 365(a). The decision to assume or reject an executory contract or unexpired lease is a matter within the debtor's "business judgment." See NLRB, v. 13ildisco & Bildisco (In re Bildisco), 682 F.2d 72, 79 (3d Cir. 1982), aff'd 465 U.S. 513, 104 S. Ct. 1188, 79 L. Ed. 2d 482 (1984)("The usual test for rejection of an executory contract is simply whether rejection would benefit the estate, the `business judgment' test." (citation omitted)); see 8

9 Case KJC Doc 302 Filed 11/08/18 Page 9 of 12 also In re Fed. Mogul Global, Inc., 293 B.R. 124, 126 (D. Del. 2003) ("As applied in the Third Circuit, a court should approve a debtor's use of assets outside the ordinary course of business if the debtor can demonstrate a sound business justification for the proposed transaction."). Under the business judgment standard, a court should approve a debtor's business decision unless the decision is the product of "bad faith, whim, or caprice." See In re Ti^ans World Airlines, Inc., 261 B.R. 103, 121 (Bankr. D. Del. 2001) (citations omitted); Summzt Land Co. v, Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) (noting that, absent extraordinary circumstances, court approval of a debtor's decision to assume or reject an executory contract "should be granted as a matter of course"). 17. The Debtors submit that making the Final Investment Installment and assuming and entering into the Transaction Documents, as applicable, represents a sound exercise of their business judgment. 18. Moreover, granting the requested relief will provide the Debtors with a chance to recapture revenue that might be lost as a result of the disintermediation risk and - increased competition in the replacement tire industry.

10 Case KJC Doc 302 Filed 11/08/18 Page 10 of Accordingly, the Debtors have determined that consummating the Final Investment Installment and entering into and assuming the applicable Transaction Documents are in the best interests of the Debtors' estate and is an exercise of sound business judgment. Therefore, the Debtors respectfully request that the Court authorize the relief requested in this Motion. II. The Court Should Waive or Reduce the 14-Day Stay Period Required By Bankruptcy Rule 6004(h). 20. Pursuant to Bankruptcy Rule 6004(h), unless the Court orders otherwise, all orders authorizing the use or sale of property pursuant to section 363 of the Bankruptcy Code are automatically stayed for 14 days after entry of the order. Fed. R. Bankr. P. 6004(h). The purpose of Bankruptcy Rule 6004(h) is to provide sufficient time for an objecting party to appeal before an order can be implemented. See Advisory Committee Notes to Fed. R. Bankr. P. 6004(h). 21. Although Bankruptcy Rule 6004(h) and the Advisory Committee Notes are silent as to when a court should "order otherwise" and eliminate or reduce the 14-day stay period, Collier suggests that the 14-day stay period should be eliminated to allow a sale or other transaction to close immediately "where there has been no objection to the procedure." 10 Collier on Bankruptcy (16th rev. ed.) (16th rev. ed. 2012). 22. The Debtors intend to close the transactions related to the Final Investment Installment on or before November 30, 2018, in accordance with the Letter of Intent. Otherwise, the exclusive option to license the as contemplated by the Letter of Intent may lapse. Accordingly, the Debtors hereby request that the Court waive the 14-day stay period under Bankruptcy Rule 6004(h) or, in the alternative, if an objection to the Motion is filed, reduce the stay period to the minimum amount of time that the objecting party needs to ale its appeal so that the Debtors are able to close on the Final Investment Installment on or before November 30,

11 Case KJC Doc 302 Filed 11/08/18 Page 11 of 12 Notice 23. The Debtors have provided notice ot this Motion to the following parties or their respective counsel: (a) the office of the U.S. Trustee for the District of Delaware; (b) the Creditors' Committee; (c) the agent under the Debtors' prepetition asset-based facility; (d) the agent under the Debtors' prepetition term loan facility; (e) the indenture trustee for the Debtors' senior subordinated notes; (f) the ad hoc committee for the Debtors' senior subordinated noteholders; (g) the ad hoc committee for the Debtors' prepetition term loan facility; (h) the United States Attorney's Office for the District of Delaware; (i) the Internal Revenue Service; (j) the office of the attorneys general for the states in which the Debtors operate; (k) ~; and (1) any party that has requested notice pursuant to Bankruptcy Rule The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. other court. Prior Request 19. No prior request for the relief sought in the Motion has been made to this or any [Remainder of page intentionally left blank.] 11

12 Case KJC Doc 302 Filed 11/08/18 Page 12 of 12 WHEREFORE, the Debtors respectfully request that the Court enter the Order granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances. Dated: November 8, 2018 Wilmington, Delaware /s/ Laura Davis Jones (DE Bar No. 2436) Timothy P. Cairns (DE Bar No. 4228) Joseph M. Mulvihill (DE Bar No. 6061) PACHULSKI STANG ZIEHL &JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj law.com law.com -and- James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice) Chad J. Husnick, P.C. (admitted pro hac vice) Spencer Winters (admitted pno hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, lllinois Telephone: (312) Facsimile: (312) chad.husnick(a~kirlcland.com spencer. com Counsel to the Debtors cznd Debtors in Possession

13 Case KJC Doc Filed 11/08/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ATI~ COP.PORATI~I` 1, et al.,l Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Objection Deadline: Nov. 23, 2018 at 4:00 p.m. (ET) Hearing Date: Nov. 29, 2018 at 2:00 p.m. (ET) NOTICE OF DEBTORS' MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE DEBTORS TO (I) ENTER INTO A FINAL DEED OF SUBSCRIPTION, (II) MAKE A FINAL INVESTMENT INSTALLMENT THEREUNDER, ANll (III) ASSUME ASSOCIATED TRANSACTION DOCUMENTS AND (B) GRANTING RELATED RELIEF PLEASE TAKE NOTICE that on November 8, 2018, the above-captioned debtors and debtors in possession (collectively, the "Debtors"), filed the Debtors' Motion for Entry of an ONdeN (A) AuthoNizing the Debtors to (I) Enter Into a Final Deed of Subscription, (II) Make a Final Investment Installment Thereunder, and (III) Assume Associated Transaction Documents and (B) Granting Related Relief (the "Motion") with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware (the "Bankruptcy Court"). A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that any response or objection to the relief sought in the Motion must be filed with the Bankruptcy Court on or before November 23, 2018 at 4:00 p.m. pre~~ailing Eastern Time. The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, where applicable, include: ATD Corporation (3683); Accelerate Holdings Corp. (0528); American Tire Distributors Holdings, Inc. (6143); American Tire Distributors, Inc. (4594); Rubbr Automotive Services, LLC (3334); The Hercules Tire &Rubber Company (3365); Terry's Tire Town Holdings, Inc. (7464); Tire Pros Francorp (1361); and Hercules Asia Pacific, LLC (2499). The location of the Debtors' service address in these chapter 11 cases is Herbert Wayne Court, Suite 150, Huntersville, North Carolina Docs vr;2aisz~.1 oao36ioo1

14 Case KJC Doc Filed 11/08/18 Page 2 of 3 PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) the Debtors, ATD Corporation, Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078, Attn: Gail Sharps Myers, General Counsel; (ii) proposed counsel io the I~ebtars, Kirkland & E11is LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Anup Sathy, P.C., Chad J. Husnick, P.C., and Spencer Winters; (iii) proposed co-counsel to the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 North Market Street, 17th Floor, Wilmington, Delaware 19801, Attn: Laura Davis Jones; (iv) Office of The United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Timothy J. Fox; (v) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases; (vi) counsel to the Ad Hoc Group of Term Loan Lenders, Paul, Weiss, Rifkind, Wharton &Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, Attn: Brian S. Hermann and Jacob A. Adlerstein; (vii) counsel to the Ad Hoc Group of Noteholders, Akin Gump Strauss Hauer &Feld LLP, Bank of America Tower, 1 Bryant Park, New York, New York 10036, Attn: Ira S. Dizengoff, Philip C. Dublin, and Allison P. Miller; (viii) counsel to the agents for the Debtors' prepetition revolving credit facility and postpetition financing facility (the "DIP Agent"), Parker, Hudson, Rainer &Dobbs, LLP, 303 Peachtree Street N.E., Suite 3600, Atlanta, Georgia 30308, Attn: C. Edward Dobbs and Eric W. Anderson, and Richards Layton &Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware 19801, Attn: John H. Knight. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. DOCS DL-': G36/001 2

15 Case KJC Doc Filed 11/08/18 Page 3 of 3 PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF. SOUGHT IN THE MOTION WILL BE HELD ON NOVEMBER 29, 2018 AT 2:OQ P.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. Cl~IZEY, UI~IITED STATES BANKRUPTCY COURT JUB~E, AT THE UIVITEi~ ST~T~S BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE Dated: November 8, 2018 /s/joseph M. Mulvihill Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436) Timothy P. Cairns (DE Bar No. 4228) Joseph M. Mulvihill (DE Bar No. 6061) PACHULSKI STANG ZI~HL &JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj ones@pszj law. com tcairns@pszjlaw.com j mulvihil l@pszj law. com -and- James H.M. Sprayregen, P.C. Anup Sathy, P.C. (pno hac vice pending) Chad J. Husnick, P.C. (pno hac vice pending) Spencer Winters (pno hac vice pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com anup. sathy@kirkland. co m chad.husnick@kirlcland. com spencer.winters@kirkland. com Coz~nsel to the Debtors and Debtors in Possession DOCS D1: G36/001 3

16 Case KJC Doc Filed 11/08/18 Page 1 of 4 Exhibit A Proposed Order

17 Case KJC Doc Filed 11/08/18 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ATD CORPORATION, et al.,l ) Case No (KJC) Debtors. ) (Jointly Administered) Re: Docket No. _ ORDER (A) AUTHORIZING THE DEBTORS TO (I) ENTER INTO A FINAL SUBSCRIPTION AGREEMENT, (II) MAKE A FINAL INVESTMENT INSTALLMENT THEREUNDER, AND (III) ASSUII~IE ASSOCIATED TRANSACTION DOCUMENTS AND (B) GRANTING RELATED RELIEF Upon the motion (the"motion")2 of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order (this "Order")(a) authorizing the Debtors to (i) enter into the Final Subscription Agreement (as defined below), (ii) make the Final Investment Installment (as defined below) in an amount not to exceed $4.0 million, and (iii) assume the associated Transaction Documents (as defined below); and (b) granting related relief, all as more fully set forth in the Motion; and upon the First Day Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012; and that this Court may enter a final order consistent with Article III of the United States ' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, where applicable, include: ATD Corporation (3683); Accelerate Holdings Corp. (0528); American Tire Distributors Holdings, Inc. (6143); American Tire Distributors, Inc. (4594); Rubbr Automotive Services, LLC (3334); The Hercules Tire &Rubber Company (3365); Terry's Tire Town Holdings, Ina (7464); Tire Pros Francorp (1361); and Hercules Asia Pacific, LLC (2499). The location of the Debtors' service address in these chapter 11 cases is Herbert Wayne Court, Suite 150, Huntersville, North Carolina Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion,

18 Case KJC Doc Filed 11/08/18 Page 3 of 4 Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest; and this Court having found that the Debtors' notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (if any) (the "Hearing"); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: The Motion is granted as set forth herein. 2. The Debtors are authorized, but not directed, to enter into the Final Subscription Agreement substantially in the form of the Initial Subscription Agreements attached to the Motion as Exhibit C. 3. The Debtors are authorized, but not directed, to consummate the Final Investment Installment in an amount not to exceed $4.0 million. 4. The Transaction Documents are hereby assumed pursuant to section 365(a) of the Bankruptcy Code. No defaults exist under the Transaction Documents and, with the exception of the Final Investment Installment, no payments will be required to be made, nor assurance of future performance given, by the Debtors to cure any defaults under section 365(b) of the Bankruptcy Code. 2

19 Case KJC Doc Filed 11/08/18 Page 4 of 4 5. Notice of the Motion as provided therein shall be deemed good and sufficient notice of such Motion and the requirements of Bankruptcy Rule 6004(a) are satisfied by such notice. 6. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. 7. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 8. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated:, 2018 Wilmington, Delaware The Honorable Kevin J. Carey United States Bankruptcy Judge 3

20 Case KJC Doc Filed 11/08/18 Page 1 of 1 Exhibit B Letter of Intent [Filed Under Seal]

21 Case KJC Doc Filed 11/08/18 Page 1 of 1 Exhibit C Initial Subscription Agreements [Filed Under Seal]