Case Doc 7 Filed 10/04/18 Page 1 of 15

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1 Case Doc 7 Filed 10/04/18 Page 1 of 15 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ATD CORPORATION, et a1.,1 ) Case No O Debtors. ) (Joint Administration Requested) DEBTORS' MOTION FUR ENTRY OF INTERIM AND FINAL ORDERS (I) AUTHORIZING THE DEBTORS TO MAINTAIN AND ADMINISTER THEIR EXISTING CUSTOMER PROGRAMS AND HONOR CERTAIN PREPETITION OBLIGATIONS RELATED THERETO AND (II) 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"):2 Relief Requested 1. The Debtors seek entry of interim and final orders, substantially in the forms attached hereto as Exhibit A and Exhibit B (the "Interim Order" and the "Final Order," respectively): (a) authorizing the Debtors to maintain and administer their Customer Programs as described in this Motion and honor certain prepetition obligations related thereto and (b) granting related relief. In addition, the Debtors request that the Court schedule a final hearing approximately 21 days from the Petition Date (as defined below). 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 1 l cases is Herbert Wayne Court, Suite 150, Huntersville, North Carolina The facts and circumstances supporting this Motion are set forth in the Declaratzon of William Willzams, Chief Financial Officer of ATD Corporation, in Support of Chapter 11 Petitions and First Day Motions (the "First Day Declaration"), filed contemporaneously with this Motion and incorporated by reference herein. xr ss694z2~

2 Case Doc 7 Filed 10/04/18 Page 2 of 15 Jua-isdiction and Venue 2. 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 Order of Reference from the Unzted States Dzst~ict Court for the DzstNict of Delaware, dated rebruary 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. 3. The bases for the relief requested herein are sections 105(a) and 363(b) of title 11 of the United States Code, 11 U.S.C (the"bankruptcy"), Bankruptcy Rule 6003, and Rules (~ and (m) of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). Background 4. 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 HerculesOO brand is the number one private tire brand in North America 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

3 Case Doc 7 Filed 10/04/18 Page 3 of 15 States and Canada. As of the date hereof (the "Petition Date"), the Debtors have approximately $2.6 billion in funded debt. 5. On the Petition Date, each Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy -Code. The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with the filing of this Motion, the Debtors filed a motion requesting procedural consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee or examiner has been made in these chapter 11 cases, and no committees have been appointed or designated. Description of Customer Pro~ranis 6. The Debtors' customer base includes over 80,000 customers across North America. These customers are highly diversified but generally fall within the following categories: (a) local, regional, and national independent tire retailers; (b) mass merchandisers; (c) warehouse clubs; (d) tire manufacturer-owned stores; (e) automotive dealerships; and (~ web-based marketers. Of these categories, independent tire retailers are the largest. Independent retailers accounted for approximately 65 percent of the Debtors' net sales in The Debtors have significant market presence with each category of customer and, thus, believe that they are the only replacement tire distributor in North America that services each of these key market channels. 7. Accordingly, maintaining the loyalty, support, and goodwill of their customers is critical to the Debtors' reorganization efforts. In addition, the Debtors must maintain positive customer relationships and their reputation for reliability to ensure that their customers continue to purchase the Debtors' products and services. To that end, and consistent with common industry practice, the Debtors have historically provided certain incentives, discounts, and 3

4 Case Doc 7 Filed 10/04/18 Page 4 of 15 accommodations to their customers to attract and maintain positive customer relationships (the "Customer Pro rams"). The Debtors believe that their ability to continue the Customer Programs and to honor their obligations thereunder in the ordinary course of business is necessary to retain their reputation for reliability, to meet competitive market pressures, and to ensure customer satisfaction, thereby retaining current customers, attracting new ones, and, ultimately, enhancing revenue and profitability for the benefit of all of the Debtors' stakeholders. In light of the importance of the Customer Programs to the Debtors' businesses, the Debtors request authority to continue to honor obligations related to these programs in the ordinary course of business. 8. The Debtors estimate that, of their prepetition obligations under the Customer Programs, approximately $5,326,000 constitute accrued credits, adjustments, discounts, or other similar obligations owing to their customers, the vast majority of which do not entail the expenditure of cash. I. The Refund and Exchange Program. 9. The Debtors operate a refund and exchange program (the"refund and Exchange Program") in connection with the sale of their Hercules, Ironman, and other proprietary tires. As is customary in the Debtors' industry, the Debtors allow their customers to return or exchange purchased merchandise within a given time period so long as it is returned in new or otherwise acceptable condition. Pursuant to the Refund and Exchange Program, customers are generally offered replacement merchandise or, in some instances, refunded the full purchase price of a returned item in the manner in which they purchased the item. In the case of defective merchandise, the Debtors, in turn, return such defective merchandise or material to the original manufacturer and receive either replacement stock or a refund of their purchase price.

5 Case Doc 7 Filed 10/04/18 Page 5 of Programs like the Refund and Exchange Program are common in the Debtors' industry, and similar programs are used by the Debtors' competitors. Maintaining the Refund and Exchange Program is critical to maintaining the goodwill of the Debtors' customer base. Without the Refund and Exchange Program, potential customers may be unwilling to transact with the Debtors, which could lead to a decline in revenues, the ultimate cost of which would be borne by the Debtors' estates. Accordingly, the Debtors seek authorization to continue honoring their obligations in connection with the Refund and Exchange Program in a manner consistent with their past practices. IL Warranties. 11. To help maintain their reputation for quality and to maximize customer loyalty, the Debtors provide, in the ordinary course of business and consistent with industry practice, general product warranties covering defects in tires manufactured by the Debtors' proprietary Hercules and Ironman brands (collectively, the "Warranties"). Generally, the Warranties cover latent defects that are not immediately discoverable by the customer and not attributable to external factors, such. as damage caused by the customer or other third parties. The duration of the Warranties varies, but generally the Warranties last between three and seven years, depending on the particular product. During the warranty period, the Debtors may either repair or replace qualifying faulty tires, if able, or, based on the specific circumstances, potentially provide a refund to the customer. 12. The Debtors operate in a highly competitive market where warranties, similar to those offered by the Debtors, are standard. Without the ability to continue the Warranties, the Debtors risk surrendering their customers to their competitors. As of the Petition Date, the Debtors are not aware of any outstanding obligations on account of the Warranties but maintain an accrual of approximately $313,000 on account of any obligations that may arise. The Debtors 5

6 Case Doc 7 Filed 10/04/18 Page 6 of 15 seek authority, out of an abundance of caution, to pay any prepetition amounts currently outstanding on account of the Warranties and to continue offering the Warranties in the ordinary course of business, consistent with historical practices. III. Discounts and Incenti`~es. 13. In the ordinary course of business, the Debtors offer a number of discount and incentive programs to their customers and Tire Pros franchisees, by which the Debtors agree to provide special rates or credits some of which could result in claims by customers against the Debtors on account of prepetition obligations. For example, the Debtors provide preferred pricing to certain dealers who maintain or exceed a particular volume of sales and franchisees that participate in certain of the Debtors' purchase incentive programs. The discounted rates are "locked in" upon the customer's enrollment and applied to all of the customer's purchases during the period so long as the customer's sales volume does not fall below the required annual rate. As of the Petition Date, the Debtors estimate the value of outstanding prepetition rebates, credits, or discounts to be approximately $5,011,000. Accordingly, the Debtors seek authorization to continue honoring their obligations in connection with the outstanding prepetition rebates, credits, or discounts in a manner consistent with their past practices. IV. Credit Card and Other Payment Processors. 14. In addition to cash, the Debtors accept the following methods of payment from customers at in-store and online points of sale: (i) Visa, MasterCard, Discover, and American Express; (ii) PayPal; and (iii) checks (the"non-cash Payments"). To process Non-Cash Payments, the Debtors are party to certain agreements (the "Payment Processing Agreements") with payment processors (the "Payment Processing Companies"). Pursuant to the Payment Processing Agreements, the Debtors generally receive the net customer sales less any chargebacks, returns, and processing fees charged (the "Processing; Fees"). The fees owing to D

7 Case Doc 7 Filed 10/04/18 Page 7 of 15 these companies are set off from the funds that are remitted to the Debtors on account of the Non-Cash Payments on a daily basis. 15. When customers either return merchandise to the Debtors following a purchase made by Non-Cash Payment or dispute charges with a Payment Processing Company, the Debtors may be obligated to refund to such Payment Processing Company the purchase price of the returned or disputed merchandise, subject to certain adjustments (collectively,"char~ebacks," and together with the Processing Fees, the "Processing Obli atg_ions"). Generally, Chargebacks are satisfied by netting the amount charged against pending payments owed by a Payment Processing Company to the Debtors. It is possible that certain Processing Obligations incurred by the Debtors immediately prior to the Petition Date may not have been fully netted out against the payments received by the Debtors prior to the Petition Date. 16. The Debtors' continued acceptance of Non-Cash Payments is essential to the. operation of the Debtors' businesses because the majority of the Debtors' sales are made using Non-Cash Payments. Declining to accept Non-Cash Payments would have a severe negative effect on the Debtors' ongoing operations, the cost of which would be borne by their estates. To avoid disrupting these vital payment processing services, the Debtors seek authority to continue paying the Processing Obligations in the ordinary course of their business pursuant to the terms of the Payment Agreements, and request that the Court authorize the Payment Processing Companies to continue to set off the Processing Obligations against amounts remitted to the Debtors, whether arising before or after the Petition Date, in a manner consistent with past practices.

8 Case Doc 7 Filed 10/04/18 Page 8 of 15 Basis for Relief I. Continuing to Honor the Customer Programs in the Ordinary Course Is Warranted Under Sections i05(a) and 363(b) of the Bankruptcy Code. 17. The Court may grant the relief requested herein pursuant to section 363 of the Bankruptcy Code. Section 363 of the Bankruptcy Code provides, in relevant part, that "[t]he [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). Under this section, a court may authorize a debtor to pay certain prepetition claims. See, e.g., In Ne IonospheNe Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989) (discussing prior order authorizing payment of prepetition wage claims pursuant to section 363(b) of the Bankruptcy Code). A debtor's use of estate property should be authorized pursuant to section 363(b) of the Bankruptcy Code so long as a sound business purpose exists for the transaction. See, e.g., In Ne Martin, 91 F.3d 389, 395 (3d Cir. 1996); Conzrnittee of Equity Sec. Holders v. The Lionel Corp., 722 F.2d 1063, 1070 (2d Cir. I383); In Ne Montgorraery Ward Holding Copp., 242 B.R. 14'7, 153 (Bankr. D. I~el. 1999); In re Filene's Basement, LLC, 2014 WL , at * 12 (Bankr. D. Del. Apr. 29, 2014). 18. Pursuant to section 363(b) of the Bankruptcy Code, courts may authorize payment of prepetition obligations where a sound business purpose exists for doing so. See Ionosphere Clubs, 98 B.R. at 175 (noting that section 363(b) provides "broad flexibility" to authorize a debtor to honor prepetition claims where supported by an appropriate business justification); see also In re James A. Phzllips, Inc., 29 B.R. 391, 397 (S.D.N.Y. 1983) (relying upon section 363 as a basis to allow a contractor to pay the prepetition claims of suppliers who were potential lien claimants). Indeed, courts have noted that there are instances when a debtor's fiduciary duty can "only be fulfilled by the preplan satisfaction of a prepetition claim." IonospheNe.Clubs, 98 B.R. at 175; In Ne CoServ, L.L.C., 273 B.R. 487, 497 (Bankr. N.D. Tex. 2002).

9 Case Doc 7 Filed 10/04/18 Page 9 of In addition, the Court may authorize payment of prepetition claims in appropriate circumstances based on section 105(a) of the Bankruptcy Code. Section 105(a) of the Bankruptcy Code, which codifies the equitable powers of a bankruptcy court, empowers courts to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C. 105(a). Under section 105(a) of the Bankruptcy Code, courts may permit pre-plan payments of prepetition obligations when essential to the continued operation of a debtor's business. See, e.g., Ionosphere Clubs, 98 B.R. at 175. Specifically, the Court may use its power under section 105(a) of the Bankruptcy Code to authorize payment of prepetition obligations pursuant to the "necessity of payment" rule (also referred to as the "doctrine of necessity"). See, e.g., zd. ("The ability of a Bankruptcy Court to authorize the payment of prepetition debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel concept."). 20. The United States Court of Appeals for the Third Circuit recognized the "necessity of payment" doctrine in In re Lehigh &New England Railway Co., 657 F.2d 570 (3d Cir. 1981). There, the Third Circuit held that a court could authorize the payment of prepetition claims if such payment was essential to the continued operation of the debtor. Id. at 581 (stating courts may authorize payment of prepetition claims when there "is the possibility that the creditor will employ an immediate economic sanction, failing such payment"); see also In ~e Penn Cent. Transp. Co., 467 F.2d 100, 102 n.l (3d Cir. 1972) (recognizing that the necessity of payment doctrine permits "immediate payment of claims of creditors where those creditors will not supply services or material essential to the conduct of the business until its prereorganization claims have been paid"); In ~e Just fon Feet, Inc., 242 B.R. 821, (Bankr. D. Del. 1999) (noting that, in the Third Circuit, debtors may pay prepetition claims that are E

10 Case Doc 7 Filed 10/04/18 Page 10 of 15 essential to continued operation of business); In re Columbia Gas Sys., Inc., 171 B.R. 189, (Bankr. D. Del. 1994) (same). 21. The rationale for the necessity of payment rule the rehabilitation of a debtor in reorganization cases is "the paramount policy and goal of Chapter 11." Ionosphere Clubs, 98 B.R. at 176; see also Just,for Feet, 242 B.R. at 826 (finding that payment of prepetition claims to certain trade vendors was "essential to the survival of the debtor during the chapter 11 reorganization."); In Ne Quality InteNiors, Inc., 127 B.R. 391, 396 (Bankr. N.D: Ohio 1991) ("[P]ayment by adebtor-in-possession of pre-petition claims outside of a confirmed plan of reorganization is generally prohibited by the Bankruptcy Code," but "[a] general practice has developed...where bankruptcy courts permit the payment of certain pre-petition claims, pursuant to 11 U.S.C. 105, where the debtor will be unable to reorganize without such payment."); In Ne Eagle-Piche~ Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) (approving payment of prepetition unsecured claims of tool makers as "necessary to avert a serious threat to the Chapter 11 process"); Burchinal v. Cent. Wash. Bank (In Ne Adams Apple, Inc.), 829 F.2d 1484, 1490 (9th Cir. 1987) (recognizing that allowance of "unequal treatment of pre-petition debts when necessary for rehabilitation" is appropriate); Mich. Bureau of Workers' Disability Comp. v. C'hateaugay Copp. (In Ne Chateaugay Corp.), 80 B.R. 279, 287 (S.D.N.Y. 1987) (authorizing payment of prepetition workers' compensation claims on grounds that the fundamental purpose of reorganization and equity powers of bankruptcy courts "is to create a flexible mechanism that will permit the greatest likelihood of survival of the debtor and payment of creditors in full or at least proportionately"). 22. Accordingly, the Court has authority to authorize the Debtors to continue the Customer Programs, and pay prepetition claims arising thereunder, pursuant to sections 363(b) 10

11 Case Doc 7 Filed 10/04/18 Page 11 of 15 and 105(a) of the Bankruptcy Code. Continuing to administer the Customer Programs without interruption during the pendency of these chapter 11 cases is critical to preserve the value of the Debtors' assets by, most importantly, preserving customer goodwill and market share. This value will inure to the benefit of the Debtors' estates and their creditors. 23. Where retaining the loyalty and patronage of customers is critical to successful chapter 11 cases, courts in this district and others have granted relief similar to that requested here. See, e.g., In re VER Technologies Holdco LLC, No (KG) (Bankr. D. Del. May 4, 2018) (approving continuation of customer programs); In Ne Charming Charlie Holdings Inc., No (CSS) (Bankr. D. Del. Jan. 1, 2018) (same); In re True Religion AppaNel, Inc., No (CSS) (Bankr. D. Del. July 31, 2017) (same); In re Aspect SoftwaNe Parent, Inc., No (MFW) (Bankr. D. Del. Apr. 1, 2016) (same); In Ne EneNgy FutuNe Holdings Corp., No (CSS) (Bankr. D. Del. June 4, 2014) (same).3 II. Continuing the Customer Programs and Honoring the Customer Obligations is in the Best interests of the Debtors' businesses and 'Thei ~s~aies. 24. Continuing to administer the Customer Programs without interruption during the pendency of the chapter 11 cases will help preserve the Debtors' valuable customer relationships and goodwill, which will inure to the benefit of all of the Debtors' creditors and benefit their estates. In contrast, if the Debtors are unable to continue the Customer Programs postpetition or pay amounts due and owing to customers, the Debtors risk alienating certain customer constituencies (who might then initiate business relationships with the Debtors' competitors) and might suffer corresponding losses in customer loyalty and goodwill that will harm their prospects for reorganization and/or maximizing the value of their estate. 3 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion. Copies of these orders are available upon request to the Debtors' proposed counsel. 11

12 Case Doc 7 Filed 10/04/18 Page 12 of Thus, failure to honor the Customer Programs could also place the Debtors at a competitive disadvantage in the marketplace, amplifying the negative effect of customer uncertainty that may arise from the chapter 11 filings. Such uncertainty could erode the Debtors' hard-earned reputation and brand loyalty, which, in turn, could adversely impact their prospects for a successful emergence from bankruptcy. The Debtors believe that the relief requested herein will pay dividends with respect to the long-term reorganization of their businesses, both in terms of profitability and the engendering of goodwill, especially at this critical time following the filing of the chapter 11 cases. Accordingly, the Debtors submit that they have shown cause sufficient to warrant the authority to honor the Customer Programs and to honor any customer obligations relating thereto, and respectfully request that the relief sought herein be approved on the terms set forth in the Order. The Requirements of Bankruptcy Rule 6003 Are Satisfied 26. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days after the Petition Date "to the extent that relief is necessary to avoid immediate and irreparable harm." For the reasons discussed above, authorizing the Debtors to maintain and administer their existing Customer Programs and honor certain prepetition obligations related thereto as well as granting the other relief requested herein is integral to the Debtors' ability to transition their operations into these chapter 11 cases. Failure to receive such authorization and other relief during the first 21 days of these chapter 11 cases would severely disrupt the Debtors' operations at this critical juncture. For the reasons discussed herein, the relief requested, is necessary in order for the Debtors to operate their businesses in the ordinary course and preserve the ongoing value of the Debtors' operations and maximize the value of their estates for the benefit of all stakeholders. Accordingly, the Debtors submit that they have satisfied the "immediate and irreparable" standard of Bankruptcy Rule 6003 to support granting the relief requested herein. 12

13 Case Doc 7 Filed 10/04/18 Page 13 of 15 Waiver of Banlzruptcv ~i~~e 6004(a) and 6004(h) 27. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). Reservation of I~i~ilts 28. Nothing contained herein is intended or shall be construed as: (a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors' or any other party in interest's right to dispute any claim, (c) a promise or requirement to pay any particular claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Motion; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (~ an admission as to the validity, priority, enforceability, or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors' estates; or (g) a waiver of any claims or causes of action which may exist against any entity under the Bankruptcy Code or any other applicable law. If the Court grants the relief sought herein, any payment made pursuant to the Court's order is not intended and should not be construed as an admission as to the validity of any particular claim or a waiver of the Debtors' rights to subsequently dispute such claim. Notice 29. The Debtors have provided notice of 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 holders of the 30 largest unsecured claims against the Debtors (on a consolidated basis); (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; (~ the ad 13

14 Case Doc 7 Filed 10/04/18 Page 14 of 15 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; and (k) any party that has requested notice pursuant to Bankruptcy Rule As this Motion is seeking "first day" relief, within two business days of the hearing on this Motion, the Debtors will serve copies of this Motion and any order entered in respect to this Motion as required by Local Rule (m). The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 30. No prior request for the relief sought in this Motion has been made to this or any other court. [RemazndeN of page intentionally left blank. 14

15 Case Doc 7 Filed 10/04/18 Page 15 of 15 WHEREFORE, the Debtors respectfully request that the Court enter the Interim Order and the Final Order granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances. Dated: October 4, 2018 Wilmington, Delaware ~a~"ura Davi nes (DE Bar Igo. 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 ones@pszj law.com tcairns@pszjlaw.com j mulvihill@pszj law.com and - James H.M. Sprayregen, P.C. Anup Sathy, P.C. (pro hac vice pending) Chad J. Husnick, P.C. (pro hac vice pending) Spencer Winters (pro hac vice pending) fi~iir~ilal`ti2 ~i ~+ Y,'L.IS I.~P KIRKLAND & ELLIS INT~Rle1ATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com anup. sathy@kirkland. com chad.husnick@kirkland. com spencer.winters@kirkland.com Proposed Counsel to the DebtoNs and DebtoNs in Possession

16 Case Doc 7-1 Filed 10/04/18 Page 1 of 6 Exhibit A Proposed Interim Order

17 Case Doc 7-1 Filed 10/04/18 Page 2 of 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ATD CORPORATION, et al.,l Debtors. Chapter 11 Case No () (Joint Administration Requested) Re: Docket No. INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO MAINTAIN AND ADMINISTER THEIR EXISTING CUSTOMER PROGRAMS AND HONOR CERTAIN PREPETITION OBLIGATIONS RELATED THERETO AND (II) 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 interim order (this "Interim Order"): (a) authorizing the Debtors to maintain and administer the Customer Programs and honor certain undisputed prepetition obligations related thereto9 (b) granting related relief, and (c) scheduling a final hearing to consider approval of the Motion on a final basis, 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 CozsNt for the DistNict of Delaware, dated February 29, 2012; and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper 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 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

18 Case Doc 7-1 Filed 10/04/18 Page 3 of 6 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 (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: 1. The Motion is granted on an interim basis as set forth in this Interim Order. 2. The final hearing (the "Final Hearing") on the Motion shall be held on 2018, at :.m., prevailing Eastern Time. Any objections or responses to entry of a final order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time on 2018, and served on the following parties: (a) the Debtors, ATD Corporation, Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078, Attn: Gail Sharps Myers, General Counsel; (b) proposed counsel to the Debtors, Kirkland &Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, Attn: Anup Sathy, P.C., Chad J. Husnick, P.C., and Spencer Winters; (c) proposed co-counsel to the Debtors, Pachulski Stang Ziehl &Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, Delaware (Courier 19801), Attn: Laura Davis Jones; (d) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Timothy J. Fox, Jr., Esq.; (e) counsel to the DIP FILO Lenders and Consenting Noteholders (each as defined in 2

19 Case Doc 7-1 Filed 10/04/18 Page 4 of 6 the First Day Declaration), Akin Gump Strauss Hauer &Feld LLP, One Bryant Park, New York, New York 10036, Attn: Ira Dizengoff, Philip Dublin, and Naomi Moss; (~ counsel to the agents for the Debtors' prepetition revolving credit facility -and postpetition financing facility, 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; (g) counsel to the ad hoc committee of term lenders under the Debtors' prepetition term loan facility Paul, Weiss, Rifkind, Wharton &Garrison LLP, 1285 Avenue of the Americas, New York, New York 10017, Attn: Brian S. Hermann, Esq., Jacob A. Adlerstein, Esq., and Eugene Y. Park, ~sq.; and (h) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases (collectively, the "Notice Parties"). 3. The Debtors are authorized, but not directed, to continue to administer Customer Programs currently in effect and honor any undisputed prepetition obligations related to the Customer Programs in the ordinary course of business, on an interim basis consistent with prepetition practices. 4. Subject to the terms of the Cash Management Order (as defined in the First Day Declaration), the banks and financial institutions on which checks were drawn or electronic payment requests made in payment of the prepetition obligations approved herein are authorized to receive, process, honor, and pay all such checks and electronic payment requests when presented for payment, and all such banks and financial institutions are authorized to rely on the Debtors' designation of any particular check or electronic payment request as approved by this Interim Order, without any duty of further inquiry and without liability for following the Debtors' instructions. 3

20 Case Doc 7-1 Filed 10/04/18 Page 5 of 6 5. Notwithstanding the relief granted in this Interim Order and any actions taken pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the validity of any prepetition claim against a Debtor entity; (b) a waiver of the Debtors' or any other party in interest's right to dispute any prepetition claim on any grounds; (c) a promise or requirement to pay any prepetition claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Interim Order or the Motion; (e) a request or authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; or (fj a waiver of the Debtors' or any other party in interest's rights under the Bankruptcy Code or any other applicable law. 6. The Debtors are authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts owed in connection with the relief granted herein. 7. Notwithstanding anything to the contrary in this Interim Order, the authority of the Debtors to make any payments, or otherwise take actions, under this Interim Order is subject to the terms and conditions of the DIP Credit Agreement (as defined in the First Day Declaration) and the interim and final orders of this Court approving the financing provided thereunder, including, without limitation, that any such payments must comply with the DIP Budget under (and as defined in) the DIP Credit Agreement. 8. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b). 9. 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.

21 Case Doc 7-1 Filed 10/04/18 Page 6 of Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order are immediately effective and enforceable upon its entry. 11. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Interim Order in accordance with the Motion. 12. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Interim Order. Dated:, 2018 Wilmington, Delaware United States Bankruptcy Judge 5

22 Case Doc 7-2 Filed 10/04/18 Page 1 of 5 Exhibit B Proposed Final Order

23 Case Doc 7-2 Filed 10/04/18 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ATD CORPORATION, et al.,l Debtors. Chapter 11 Case No () (Joint Administration Requested) Re: Docket No. FINAL ORDER (I) AUTHORIZING THE DEBTORS TO MAINTAIN AND ADMINISTER THEIR EXISTING CUSTOMER PROGRAMS AND HONOR CERTAIN PREPETITION OBLIGATIONS RELATED THERETO AND (II) GRANTING RELATED RELIEF Upon the motion (the "Motion")2 of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of a final order (this "Final Order"): (a) authorizing the Debtors to maintain and administer the Customer Programs and honor certain undisputed prypetition obligations related thereto, 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 ONdeN of Reference from the Unzted States Dzstrzct CouNt fog the DistNict of Delaware, dated February 29, 2012; and that this Court may enter a final order consistent with Article III of the United States 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 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 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

24 Case Doc 7-2 Filed 10/04/18 Page 3 of 5 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 (the "Hearin "); 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: 1. The Motion is granted on a final basis as set forth in this Final Order. 2. The Debtors are authorized, but not directed, to continue to administer Customer Programs currently in effect and honor any undisputed prepetition obligations related to the Customer Programs in the ordinary course of business, on a final basis consistent with prepetition practices. 3. Subject to the terms of the Cash Management Order (as defined in the First Day Declaration), the banks and financial institutions on which checks were drawn or electronic payment requests made in payment of the prepetition obligations approved herein are authorized to receive, process, honor, and pay all such checks and electronic payment requests when presented for payment, and all such banks and financial institutions are authorized to rely on the Debtors' designation of any particular check or electronic payment request as approved by this Final Order, without any duty of further inquiry and without liability for following the Debtors' instructions. 2

25 Case Doc 7-2 Filed 10/04/18 Page 4 of 5 4. Notwithstanding the relief granted in this Final Order and any actions taken pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the validity of any prepetition claim against a Debtor entity; (b) a waiver of the Debtors' or any other party in interest's right to dispute any prepetition claim on any grounds; (c) a promise or requirement to pay any prepetition claim; (d) an implication or admission that any particular claim is of a type specified or defined in this Final Order or the Motion; (e) a request or authorization to assume any prepetition agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; or (~ a waiver of the Debtors' or any other party in interest's rights under the Bankruptcy Code or any other applicable law. 5. The Debtors are authorized to issue postpetition checks, or to effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts owed in connection with the relief granted herein. 6. Notwithstanding anything to the contrary in this Final Order, the authority of the Debtors to make any payments, or otherwise take actions, under this Final Order is subject to the terms and conditions of the DIP Credit Agreement (as defined in the First Day Declaration) and the interim and final orders of this Court approving the financing provided thereunder, including, without limitation, that any such payments must comply with the DIP Budget under (and as defined in) the DIP Credit Agreement. 7. 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. 3

26 Case Doc 7-2 Filed 10/04/18 Page 5 of 5 8. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order are immediately effective and enforceable upon its entry. 9. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion. 10. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order. Dated:, 2018 Wilmington, Delaware United States Bankruptcy Judge