Case KJC Doc 343 Filed 11/19/18 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 343 Filed 11/19/18 Page 1 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 ATD CORPORATION, et al., 1 Case No (KJC Debtors. (Jointly Administered SECOND SUPPLEMENTAL DECLARATION OF JAMES A. MESTERHARM OF ALIXPARTNERS, LLP Pursuant to 28 U.S.C. 1746, I, James A. Mesterharm, state under penalty of perjury, that: 1. I am a Managing Director of AlixPartners, LLP ( AlixPartners, which has a place of business at 909 Third Avenue, Floor 30, New York, New York Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto. 3. I am filing this second supplemental declaration to supplement the disclosures that were included in my original declaration dated October 15, 2018 [ECF No. 161]. 4. Unless otherwise noted, references to AP below collectively refer to AlixPartners, AP Holdings and each of their respective subsidiaries. AlixPartners would like to disclose the following: Accenture, a professional in this bankruptcy matter, is a customer to a current AP client in Adobe Systems Inc., a licensing agreement party to the Debtors, is a vendor to a current AP client in 1 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

2 Case KJC Doc 343 Filed 11/19/18 Page 2 of 6 AFCO Cargo Pit LLC, a real estate leasing party to the Debtors, and affiliates ( AFCO, are creditors, insurance providers, related parties and vendors to current and former AP clients in AFCO is a member of a UCC represented by AP in a matter Alteryx Inc., a professional in this bankruptcy matter, is a vendor to a current AP client in Apollo Global Management LLC, an equity holder to the Debtors, and affiliates, are shareholders and lienholders to current AP clients in matters unrelated to the Debtors. Ares Corporate Opportunities Fund IV LP, an equity holder to the Debtors, and affiliates, are lienholders to a current AP client in Atmos Energy, a utility provider to the Debtors, is a customer to a current AP client in Bank of America, Bank of America Canada, Bank of America Merrill Lynch, Bank of America Trustee, Bank of America N.A. Administrative Agent, Bank of America N.A. Lender and Administrative Agent and Bank of America N.A. (and its Canada branch, as real estate lease parties, letter of credit parties, banking parties, and lenders to the Debtors, and affiliates ( Bank of America, are customers to current AP clients in Bank of New York Trust Company, a letter of credit party to the Debtors, and affiliates ( BNY, are lienholders, customers and vendors to current AP clients in BNY is a member of a UCC represented by AP in a matter Bell Aliant, Bell Fuels Inc, Bell MTS, Bell Canada, Cincinnati Bell, BDI A Division of Bell Mobility and Bell Mobility, Inc., as utility providers to the Debtors, and affiliates, are lenders, customers and related parties to current AP clients in CBRE Inc. and CBRE Canada, as professionals in this bankruptcy matter, are affiliated with entities that are lenders to current AP clients in matters unrelated to the Debtors. CenturyLink Inc., a utility provider to the Debtors, is a member of a UCC represented by AP in a matter Charter Communications and Charter Communications Holdings, utility providers to the Debtors, and affiliates, are litigation parties to current AP clients in matters 2

3 Case KJC Doc 343 Filed 11/19/18 Page 3 of 6 Cigna Behavioral Health, Cigna Health and Life Insurance Company and Cigna Life Insurance Company of New York, as health and benefit program counterparties to the Debtors, and affiliates ( Cigna, are creditors, lenders, noteholders and trustees to current AP clients in Cigna is a member of a UCC represented by AP in a matter CT Corporation, a professional in this bankruptcy matter, is a vendor to a current AP client in CVS Caremark, a health & benefit program counterparty to the Debtors, and affiliates, are material contract parties and related parties to current AP clients in Department of Labor, an employment litigation party to the Debtors, is a customer and vendor to current AP clients in Deutsche Bank AG, New York Branch, a lender to the Debtors, and affiliates, are customers and lienholders to current AP clients in DLA Piper US LLP, a professional in this bankruptcy matter, is a lessor and vendor to current AP clients in DTE Energy, a utility provider to the Debtors, is a customer to a current AP client in Duff & Phelps ( Duff, a contract counterparty to the Debtors and professional in interest in these bankruptcy matters, is a vendor to a current AP client in matters Duff is a member of a UCC represented by AP in a matter Dun & Bradstreet, a professional to the Debtors, is a vendor to current AP clients in Entergy, a utility provider to the Debtors, is a customer to a current AP client in Equifax Canada Co. and Equifax Credit Info Service, as professionals in this bankruptcy matter, and affiliates, are customers to current AP clients in matters Fidelity Investments, a health and benefit program counterparty to the Debtors, and affiliates, are lessors, lienholders, material contract parties and noteholders to current AP clients in First American Title Insurance Company, a professional in this bankruptcy matter, is a vendor to a current AP client in 3

4 Case KJC Doc 343 Filed 11/19/18 Page 4 of 6 Gallagher Bassett Services Inc., an insurance contract party to the Debtors, and affiliates ( Gallagher Bassett, are insurance providers and vendors to current and former AP clients in Gallagher Bassett is a member of a UCC represented by AP in a matter Glassdoor Inc., a professional in this bankruptcy matter, is a vendor to a current AP client in Goldman Sachs Lending Partners, financial lenders to the Debtors, and affiliates, are customers, lienholders to current and former AP clients in matters unrelated to the Debtors. Goodyear Tire & Rubber Co., a creditor to the Debtors, is a former employer of current AP employees. Grant Thornton LLP, a professional in this bankruptcy matter, is a customer to a current AP client in Gray Layton Kersh Solomon Furr & Smith PA, a judgement creditor to the Debtors, is a vendor to current AP clients in Hewlett-Packard Financial Services Company, an equipment leasing party to the Debtors, and affiliates, are customers and lienholders to current AP clients in The Internal Revenue Service, a government agency to the Debtors, is a member of a UCC represented by AP in a matter Iron Mountain Information Management, LLC, a professional in this bankruptcy, and affiliates ( Iron Mountain, are bondholders and shareholders to current AP clients in Iron Mountain is a member of a UCC represented by AP in a matter Jackson Lewis PC, a professional in this bankruptcy matter, is a vendor to a current AP client in JP Morgan Chase Bank, a banking party to the Debtors, and affiliates ( JP Morgan, are customers, lessees and lessors to current AP clients in matters JP Morgan is a member of a UCC that is represented by AP in King County, a taxing authority to the Debtors, is a vendor to a current AP client in Marriott Hotel Services Inc., a creditor to the Debtors, and affiliates ( Marriott, are customers, vendors, creditors, material contract parties, related parties, and litigation parties to current and former AP clients in matters unrelated to the 4

5 Case KJC Doc 343 Filed 11/19/18 Page 5 of 6 Debtors. Marriott is a current AP client in Marriott affiliates are vendors to AP. McKinsey & Company, a creditor to the Debtors and professional in this bankruptcy matter, is a customer to a current AP client in matters unrelated to the Debtors. Microsoft Licensing GP, a licensing agreement party to the Debtors, and affiliates, are members of a UCC that is represented by AP in Neopost, an equipment leasing party to the Debtors, is a vendor to a current AP client in Opera Solutions LLC, a professional in this bankruptcy matter, is a vendor to a current AP client in Rackspace US Inc., a professional in this bankruptcy matter, is a customer to a current AP client in Raymond Leasing Corporation, an equipment leasing party to the Debtors, is a creditor, lienholder and vendor to current AP clients in matters unrelated to the Debtors. Raymond Leasing Corporation is a member of a UCC that is represented by AP in a matter SunTrust Banks, a financial lender to the Debtors, is a customer to a current AP client in UBS AG, Stamford Branch, a financial lender to the Debtors, and affiliates, are customers and lienholders to current AP clients in Vision Service Plan, a health and benefit program counterparty to the Debtors, is an insurance provider and material contract party to current AP clients in matters Wells Fargo, Wells Fargo Bank, National Association, Wells Fargo Banks, as banking parties, lenders, indenture trustees and bond agents to the Debtors, and affiliates, are members of a UCC that is represented by AP in a matter unrelated to the Debtors. XL Insurance and XL Specialty Insurance Company, as insurance contract parties and letter of credit parties to the Debtors, are vendors to current AP clients in 5. AlixPartners does not believe that the supplemental disclosures above impact its disinterestedness. I continue to reserve the right to supplement AlixPartners disclosures in the event that AlixPartners learns of any additional connections that require disclosure. If any new 5

6 Case KJC Doc 343 Filed 11/19/18 Page 6 of 6 material relevant facts or relationships are discovered or arise, AlixPartners will promptly file a supplemental declaration pursuant to Bankruptcy Rule 2014(a. I declare under penalty of perjury pursuant to 28 U.S.C that the foregoing is true and correct. Dated: November 19, 2018 Wilmington, Delaware AlixPartners, LLP James A. Mesterharm Managing Director 6