Case KJC Doc 238 Filed 10/24/18 Page 1 of 4

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1 Case KJC Doc 238 Filed 10/24/18 Page 1 of 4 IN THE UNITED STATES ~3ANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Iii re: ) Chapter 11 ATD CORPORATION, et al.,i ) Case No (KJC) Debtors. ) (Jointly Administered) Ref. Docket Nos. 8, 99 CERTIFICATION OF COUNSEL REGARDING DEBTORS' MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) APPROVING THE DEBTORS' PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR FUTURE UTILITY SERVICES, (II) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR lliscontinuing SERVICES, (III) APPROVING THE DEBTORS' PROPOSED PROCEDURES FOR RESOLVING ADEQUATE ASSURANCE REQUESTS, AND (IV) GRANTING RELATED RELIEF The undersigned hereby certifies that: 1. On October 4, 2018, the above-captioned debtors and debtors in possession (the "Debtors") filed the DebtoNs' Motion fon EntNy of Interim and final Orders (I) Approving the Debtors' PNoposed Adequate AssuNance of Payment for Facture Utility Services, (II) Prohibiting Utility Companies f~oyn AlteNing, Refusing, or Discontinuing SeNvices, (III) Approving the DebtoNs' PNoposed ProceduNes fon Resolving Adequate Assurance Requests, and (IV) Granting Related Relief [Docket No. 8] (the "Motion") with the United States Bankruptcy Court for the District of Delaware (the "Court") 2. On October 5, 2018, the Court held a hearing and entered the Interim Order (I) Approving the Debtors Proposed Adequate Assurance of Payment for Future Utility Services, (II) PNohibitzng Utility Companies fnom AZteNing, Refusing, or Discontinuing Services, 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 ROCS DE: /001

2 Case KJC Doc 238 Filed 10/24/18 Page 2 of 4 (III) Approving the Debtors PNoposed PNocedu~es for Resolving Adequate AssuNance Requests, and (IV) GNanting Related Relzef [Docket No. 99] (the "Interim Order"). 3. Pursuant to the Notice of EntNy of InteNim Order and Final Hearing RegaNding DebtoNs' Motion fog Entry of InteNzm and Final OrdeNs (I) Approving the Debtors' Proposed Adequate AssuNance of Payment for FutuNe Utility Services, (II) PNohibztzng Utility Companies from Altering, Refusing, or Discontinuing SeNvices, (III) AppNoving the Debtors' Proposed P~ocedafNes for Resolving Adegarate Assurance Requests, and (IV) GNanting Related Relief [Docket No. 113], filed on October 5, 2018, objections to the final relief requested in the Motion were to be filed and served no later than October 19, 2018, at 4:00 p.m. prevailing pastern Time (the "Objection Deadline"). The Debtors granted an extension of the Objection Deadline for the Official Committee of Unsecured Creditors to October 23, 2018 at 4:00 p.m. prevailing Eastern Time. 4. On October 19, 2018, Virginia Electric and Power Company d/b/a Dominion Energy Virginia, PECO Energy Company, Georgia Power Company, Baltimore Gas And Electric Company, Arizona Public Service Company, American Electric Power filed an Objection of CeNtain Utility Companies to the Debtors' Motion fon Entry of InteNim and Final ONdeNs (I) Appr^oving the Debtors' PNoposed Adequate Assurance of Payment for Futz~Ne Utilzty Services, (II) Prohibiting Utzlity Companies from AlteNing, Refusing, o~ Discontinuing Services, (III) AppNoving the Debtors' Proposed Procedz~r^es fon Resolving Adequate AssuNance Requests, and (IV) GNanting Related Relief [Docket No. 186] (the "Objection"). 5. The Debtors also received informal comments from Bank of America. 6. The Objection has been resolved and a Notice of WithdNawal of Objection of Certain Utility Companies To the DebtoNs' Motion For Entry of Interim and Final OrdeNs (I) ROCS DE /001 2

3 Case KJC Doc 238 Filed 10/24/18 Page 3 of 4 Approving the DebtoNs' PNoposed Adequate Assurance of Payment For FutuNe Utility SeNvices, (II) PNohibiting Utility Companies From Alte~zng, Refusing, or Discontinuing Services, (III) AppNoving the Debtors' Pf oposed Procedures Foy Resolving Adequate AssuYance Requests, anc~ (IV) Granting Related Relzef [Docket No. 229] has been filed with the Court. 7. Attached hereto as Exhibit A is a final proposed order (the "Proposed Order"), which resolves the informal comments from Bank of America. 8. Attached hereto as Exhibit B is a blackline of the Proposed Order, showing changes made from the Interim Order. 9. The Debtors respectfully request entry of the Proposed Order attached as Exhibit A at the Court's convenience. Dated: October 24, 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 ZIEHL &JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) lj law. com tcairns@pszjlaw.com jmulvihill@pszj law.com - and - DOGS DE: /001 3

4 Case KJC Doc 238 Filed 10/24/18 Page 4 of 4 James H.M. Sprayregen, P.C. Anup Sathy, P.C. (admitted pro hac vice) Chad J. Husnick, P.C. (admitted p~^o hac vice) Spencer Winters (admitted pro hac vice) KIRKL~ND L& ~LI.IS LLP KIRKLAND & ~LLIS INTERNATIONAL 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 Debtors in Possession ROCS DE: /001 4'

5 Case KJC Doc Filed 10/24/18 Page 1 of 9 EXHIBIT A DOGS DI; /001

6 Case KJC Doc Filed 10/24/18 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ATD CORPORATION, et a1.,1 Debtors. Chapter 11 Case No (KJC) (Jointly Administered) Re: Docket Nos. 8, 99 FINAL ORDER (I) APPROVING THE DEBTORS' PROPOSED AllEQUATE ASSURANCE OF PAYMENT FOR FUTURE UTILITY SERVICES, (II) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICES, (III) APPROVING THE DEBTORS' PROPOSED PROCEDURES FOR RESOLVING ADEQUATE ASSURANCE REQUESTS, AND (IV) 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) approving the Debtors' Proposed Adequate Assurance of payment for future utility services, (b) prohibiting Utility Companies from altering, refusing, or discontinuing services, (c) approving the Adequate Assurance Procedures for resolving Additional Assurance Requests, and (d) 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 Standing Oder of RefeNence fnom the United States DistNict Court fog the DistNzct of Delaware, dated February 29, 2012; and that this Court being authorized to enter a final order consistent with Article III of the United States Constitution; and this Court having found that 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 Cnrp. (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 z Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion,

7 Case KJC Doc Filed 10/24/18 Page 3 of 9 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 llebtors' 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 thprpin at ~ h~~xir~~ b~fare 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 rinal Order. 2. Subject to the terms and conditions of the DIP Credit Agreement (as defined in the First Day Declaration), the Debtors are authorized but not directed to honor, pay, or otherwise satisfy undisputed prepetition amounts owed to Utility Companies on account of Utility Services provided to the Debtors in the ordinary course of business in accordance with prepetition practices. 3. The Adequate Assurance Deposit and the Debtors' ability to pay for future utility services in the ordinary course of business subject to the Adequate Assurance Procedures set forth below shall constitute adequate assurance of future payment as required under section 366 of the Bankruptcy Code. 4. All Utility Companies, including those Utility Companies that provide services to the Debtors through the Landlords, are prohibited from altering, refusing, or discontinuing 2

8 Case KJC Doc Filed 10/24/18 Page 4 of 9 services on account of any unpaid prepetition charges, the commencement of these chapter 11 cases, or any perceived inadequacy of the Proposed Adequate Assurance. 5. The following Adequate Assurance Procedures are hereby approved: a. The Debtors will serve a copy of this Motion and the Final Order granting the relief requested herein to each Utility Company within ten (10) business days after the Court enters the Final Order approving the authority requested in this Motion. b. Subject to paragraphs (c) (j) below, the Debtors will deposit the Adequate Assurance Deposit, in the aggregate amount of $596,669.80, in the Adequate Assurance Account as soon as practicable after the Final Order has been entered approving the authority requested in this Motion. c. If an amount relating to the Utility Services that a Utility Company has provided postpetition is unpaid and remains unpaid beyond any applicable grace period,_ such Utility Company may request a disbursement from the Adequate Assurance Account by giving notice to: (i) the Debtors, ATD Corporation, Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078, Attn: Gail Sharps Myers, General Counsel; (ii) 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; (iii) 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; (iv) 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.; (v) proposed counsel to the Official Committee of Unsecured Creditors, Kelley Drye &Warren LLP, 101 Park Avenue, New York, New York 10178, Attn: Jason R. Adams, Esq. and Maeghan J. McLoughlin, Esq. ( s: jadams@kelleydrye.coin and mmcloughlin@kelleydrye.com) (the "Committee"); (vi) counsel to the DIP FILO Lenders and Consenting Noteholders (each as defined in 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; (vii) 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; (viii) 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..c3

9 Case KJC Doc Filed 10/24/18 Page 5 of 9 Adlerstein, Esq., and Eugene Y. Park, Esq., and (ix) any party that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the "Notice Parties"). The Debtors shall honor such request within five (5) business days after the date the Debtors receive the request, subject to the Debtors' and any such requesting Utility Company's abilities to resolve any dispute regarding such request without further order of the Court. To the extent a Utility Company receives a disbursement from the Adequate Assurance Account, the Debtors shall replenish the Adequate Assurance Account in the amount disbursed. d. The portion of the Adequate Assurance Deposit attributable to each Utility Company (including any additional amount deposited upon request of any applicable Utility Company) shall be returned to the Debtors on the earlier of (i) reconciliation and payment by the Debtors of the Utility Company's final invoice in accordance with applicable nonbankruptcy law following the Debtors terminating the Utility Services from such Utility Company and (ii) the effective date of any chapter 11 plan confirmed in these chapter 11 cases. e. Any Utility Company desiring additional assurances of payment in the form of deposits, prepayments, or otherwise must serve a request for additional assurance (an "Additional Assurance Request") on the Notice Parties. f. Any Additional Assurance Request must (i) be in writing, (ii) identify the location for which the Utility Services are provided, (iii) summarize the Debtors' payment history relevant to the affected account(s), (iv) certify the amount that is equal to two (2) weeks of the Utility Services the Utility Company provides to the Debtors, calculated as a historical average over the twelve-month period ending July 31, 2018, (v) certify that the Utility Company does not already hold a Prepetition Deposit or other security equal to or greater than two (2) weeks of Utility Services, and (vi) identify and explain the basis of the Utility Company's proposed Additional Adequate Assurance Request under section 366(c)(2) of the Bankruptcy Code, including why existing Adequate Assurance is not sufficient. g. Upon the Debtors receipt of any Additional Assurance Request, the Debtors shall promptly negotiate with such Utility Company to resolve such Utility Company's Additional Assurance Request. h. Subject to the terms and conditions of the DIP Credit Agreement, the Debtors may, without further order from the Court and in consultation with the Consenting Noteholders (as defined in the First Day Declaration), o~i tluee (3) business days notice provided via (at the addresses provided above) to the Committee, resolve any Additional Assurance Request by mutual agreement with a Utility Company, and the Debtors may, in connection with any such agreement and in consultation

10 Case KJC Doc Filed 10/24/18 Page 6 of 9 with the Consenting Noteholders, provide a Utility Company with additional adequate assurance of payment, including, but not limited to, cash deposits, prepayments, or other forms of security if the Debtors determine that such additional adequate assurance is reasonable. i. If the Debtors and the Utility Company are not able to reach an alternative resolution within fourteen (14) days of receipt of the Additional Assurance Request, the Debtors will request a hearing before the Court at the next regularly scheduled omnibus hearing to determine the adequacy of assurances of payment with respect to a particular Utility Company (the "Determination Hearing") pursuant to section 366(c)(3) of the Bankruptcy Code. j. Pending resolution at any such Determination Hearing, the Utility Company tiling such Additional Assurance Request shall be prohibited from altering, refusing, or discontinuing Utility Services to the Debtors on account of unpaid charges foi prepetition services or on account of any objections to the Proposed Adequate Assurance. 6. The Utility Companies, including those Utility Companies that provide services to the Debtors through the Landlords, respectively, are prohibited from requiring additional adequate assurance of payment other than pursuant to the Adequate Assurance Procedures. 7. The Debtors are authorized, in consultation with the Consenting Noteholders, with the prior written consent after giving two (2) weeks' notice to the affected Utility Company and where the Debtors have received no objection from any such Utility Company, to add or remove any Utility Company from the Utility Services List, and the Debtors shall add to or subtract from the Adequate Assurance Deposit an amount equal to one-half of the Debtors' average monthly cost for each Utility Company subsequently added or removed, respectively, as soon as practicable. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date or such other date that the Debtors and the Utility Company may agree upon. The Debtors shall not deduct from the Adequate Assurance Deposit the amount set aside for any Utility Company that the Debtors seek to terminate or delete from the Utility Service List unless and until the two week notice period has passed and the Debtors

11 Case KJC Doc Filed 10/24/18 Page 7 of 9 have not received any objection to termination or deletion from such Utility Company or until any such objection has been resolved consensually or by order of the Court. For Utility Companies that are added to the Utility Services List, the Debtors will cause a copy of this Order, including the Adequate Assurance Procedures, to be served on such subsequently added Utility Company. Any Utility Company subsequently added to the Utility Services List shall be bound by the Adequate Assurance Procedures. In addition, subject to the terms and conditions ~f the T~TP ~'rec_lit Agreerne~t, the Debtors will provide an Adequate Assurance Deposit in an amount equal to at least one-half of the Debtors' average monthly utility consumption over the course of 12 months for any Utility Company added to the Utility Services List as set forth herein. 8. The relief granted herein is for all Utility Companies providing Utility Services to the Debtors and is not limited to those parties or entities listed on the Utility Services List. 9. The Debtors' service of the Motion upon the Utility Services List shall not constitute an admission or concession that any such entity is a "utility" within the meaning of section 366 of the Bankruptcy Code, and the Debtors reserve all rights and defenses with respect thereto. 10. Subject to the terms of the Cash Management Order, 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 Order.

12 Case KJC Doc Filed 10/24/18 Page 8 of 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 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; (el a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (fl 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. 12. Subject to the terms of the Cash Management Order, 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. 13. 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

13 Case KJC Doc Filed 10/24/18 Page 9 of 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) and the Local Rules are satisfied by such notice. 15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. 16. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion. 17. 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 The Honorable Kevin J. Carey United States Bankruptcy Judge

14 Case KJC Doc Filed 10/24/18 Page 1 of 9 EXHIBIT B ROCS Dr /001

15 Case KJC Doc Filed 10/24/18 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ATD CORPORATION, et al.,l ) Case No (~ KJC Debtors. ~ ~r,,;~+ n,a~.,;~;~~,.,,+;,,,, ~~"~~Joilitly Adininistered~ Re: Docket ~s ~Tos. 8, 99 FINAL ORDER (I) APPROVING THE DEBTORS' PROPOSED ADEQUATE ASSURANCE OF PA~'11ZENT FOR FUTURE UTILITY SERVICES, (II) PRO~3IBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICES, (III) APPROVING THE DEBTORS' PROPOSED PROCEllURES FOR RESOLVING ADEQUATE ASSURANCE REQUESTS, AND (I~ 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) approving the Debtors' Proposed Adequate Assurance of payrnent for future utility services, (b) prohibiting Utility Companies from altering, refusing, or discontinuing services, (c) approving the Adequate Assurance Procedures for resolving Additional Assurance Requests, and (d) 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 Standing Order of Reference fnonz the Unzted States District Court fon the DistNict of Delaware, dated February 29, 2012; and that this Court bein~_authorized to enter a final order consistent with Article III of ' The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, where applicable, include: A'I'D Corporation (3683); Accelerate Holdings Corp. (0528); American Tire Distributors Holdings, Inc. (6143); American Tire Distributors, Inc. (4594); Rubbr Automotive Services, LLC (3334); The I-3ercules Tire &Rubber Company (3365); Terry's 'Tire Town Holdings, Inc. (7464); Tire Pros Francoi~p (1361); and I-Iercules Asia Pacific, LLC (2499). The location. of the Debtors' service address in these chapter 11 cases is Herbert Wayne Court, Suite 150, Hunteisville, North Carolina Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

16 Case KJC Doc Filed 10/24/18 Page 3 of 9 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 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 ofthe relief requested therein at a hearing before this Court (the "riearin~"); 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. Subject to the terms and conditions of the DIP Credit Agreement (as defined in the First Day Declaration), the Debtors are authorized but not directed to honor, pay, or otherwise satisfy undisputed prepetition amounts owed to Utility Companies on account of Utility Services provided to the Debtors in the ordinary course of business in accordance with prepetition practices. 3. The Adequate Assurance Deposit and the Debtors' ability to pay for future utility.services in the ordinary course of business subject to the Adequate Assurance Procedures set foi th be_i_ow shall constitute adequate assurance of future payment as required under section 366 of the Bankruptcy Code. 4. All Utility Companies, including those Utility Companies that provide services to the Debtors through the Landlords, are prohibited from altering, refusing, or discontinuing services 2

17 Case KJC Doc Filed 10/24/18 Page 4 of 9 on account of any unpaid prepetition charges, the commencement of these chapter 11 cases, or any perceived inadequacy of the Proposed Adequate Assurance. The following Adequate Assurance Procedures are hereby approved: a. The Debtors will serve a copy of this Motion and the Final Order granting the relief requested herein to each Utility Company within ten 10 business days after the Court enters the Final Order approving the authority requested in this Motion. b. Subject to paragraphs (c) (j) below, the Debtors will deposit the Adequate ~1SSUPariCO ijeposll, lil icig' i1~~ie~aig ~I3i0uili di. p~7u,~v~'.o~i, iii ii3c Adequate Assurance Account as soon as practicable after the Final Order has been entered approving the authority requested in this Motion. c. If an amount relating to the Utility Services that a Utility Company has provided postpetition is unpaid and remains unpaid beyond any applicable grace period, such Utility Company may request a disbursement from the Adequate Assurance Account by giving notice to: (i) the Debtors, ATD Corporation, Herbert Wayne Court, Suite 150, Huntersville, North Carolina 28078, Attn: Gail Sharps Myers, General Counsel; (ii) proposed counsel to the Debtors, Kirkland &Ellis LLP, 300 North LaSalle, Chicago, lllinois 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, P.O. Box 8705, Wilmington, Delaware (Courier ), Attn. Laura Davis Jones; (iv) 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. ~ ' '~, U n ", ~.'`,.~~...,~? ~~'~'.:~ ~~'~:~.w? ~~:::::::~~., r,a a ~ i ~.,~.,~ +o,a r,~,a,.~,~~tp.. ~Foa,, 1r. ~ ~i nrr~ r Fsc~ (vl»ro~~osed _counsel to the Official Committee of Unsecured Creditors. Kellen Drve &Warren 1.,LP, 101 Park Avenue, New York. New Yorlc 10178, flan Jason R Adams Asa a.nd Maet~han J. McLou~t~lin, Esq (ensails iadams(a~lcellevdi ve com atld mmcloti~hlin~~kellevdrve.coit11(the "Coiulnittee"l; (vi) counsel to the DIP FILO Lenders and Consenting Noteholders (each as defined in 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; (vii) 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; (viii) counsel to the ad hoc committee of term lenders under the debtors' prepetition term loan facility Paul, Weiss, Riflcind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10017,

18 Case KJC Doc Filed 10/24/18 Page 5 of 9 Attn: Brian S. Hermann, Esq., Jacob A. Adlerstein, Esq., and Eugene Y. Park, Esq., and (ix) any party that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the "Notice Parties"). The Debtors shall honor such request within five~5 business days after the date the Debtors receive the request, subject to the Debtors' and any such requesting Utility Company's abilities to resolve any dispute regarding such request without further order of the Court. To the extent a Utility Company receives a disbursement from the Adequate Assurance Account, the Debtors shall replenish the Adequate Assurance Account in the amount disbursed. d. The portion of the Adequate Assurance Deposit attributable to each Utility Company (including any additional amount deposited upon request of any applicable Utility Company) shah be returned to ine ~enzors on the earner of (i) reconciliation and payment by the Debtors of the Utility Company's final invoice in accordance with applicable nonbankruptcy law following the Debtors terminating the Utility Services from such Utility Company and (ii) the effective date of any chapter 11 plan confirmed in these chapter 11 cases. e. Any Utility Company desiring additional assurances of payment in the form of deposits, prepayments, or otherwise must serve a request for additional assurance (an "Additional Assurance Request") on the Notice Parties. Any Additional Assurance Request must (i) be in writing, (ii) identify the location for which the Utility Services are provided, (iii) summarize the Debtors' payment history relevant to the affected account(s), (iv) certify the amount that is equal to two 2~weeks of the Utility Services the Utility Company provides to the Debtors, calculated as a historical average over the twelve-month period ending July 31, 2018, at~(v) certify that the Utility Company does not already hold a Prepetition Deposit or other secueity equal to or greater than two 2~Lweeks of Utility Services and vi identify and el lap in tllc basis of the Utility Company's aroposed Additional Adequate Assurance Request under section 366(cl(21 of the Banla ur~tcv Code including why eyistin~adec~uate Assurance is not suffcicnt. g. Upon the Debtors receipt of any Additional Assurance Request, the Debtors shall promptly negotiate with such Utility Company to resolve such Utility Company's Additional Assurance Request. h. Subject to the terms and conditions of the DIP Credit Agreement, the Debtors may, without further order from the Court; and in consultation with the Consenting Noteholders (as defined in the First Day Declaration} on three (31 business days notice t~i'ovided via (at the addresses t~rovided above~to the Coinmittee~ resolve any Additional Assurance Request by mutual agreement with a Utility Company,. and; the Debtors may, in connection with any such agreement; and in consultation with the Consenting Noteholders, provide a Utility Company with additional C!

19 Case KJC Doc Filed 10/24/18 Page 6 of 9 adequate assurance of payment, including, but not limited to, cash deposits, prepayments, or other forms of security if the Debtors determine that such additional adequate assurance is reasonable. i. If the Debtors and the Utility Company are not able to reach an alternative resolution within fourteen 14~ days of receipt of the Additional Assurance Request, the Debtors will request a hearing before the Court at the next regularly scheduled omnibus hearing to determine the adequacy of assurances of payment with respect to a particular Utility Company (the "Determination Hearing") pursuant to section 366(c)(3) of the Bankruptcy Code. ~, t'~eriqlrig 1'eSOlULIOri ill i~i1y SUGii L~i.E"rtf1111a~iGi3 ncaiiii~, ~ue Jet icy ~~iityayij% filing such Additional Assurance Request shall be prohibited from altering, refusing, or discontinuing Utility Services to the Debtors on account of unpaid charges for prepetition services or on account of any objections to the Proposed Adequate Assurance. 6. The Utility Companies, including those Utility Companies that provide services to the Debtors through the Landlords, respectively, are prohibited from requiring additional adequate assurance of payment other than pursuant to the Adequate Assurance Procedures. 7. The Debtors are authorized, in consultation with the Consenting Noteholders, with the prior written consent after giving two~2 weeks' notice to the affected Utility Company and where the Debtors have received no objection from any such Utility Company, to add or remove any Utility Company from the Utility Services List, and the Debtors shall add to or subtract from the Adequate Assurance Deposit an amount equal to one-half of the Debtors' average monthly cost for each Utility Company subsequently added or removed, respectively, as soon as practicable. If an objection is received, the Debtors shall request a hearing before this Court at the next omnibus hearing date or such other date that the Debtors and the Utility Company may agree upon. The Debtors shall not deduct from the Adequate Assurance Deposit the amount set aside for any Utility Company that the Debtors seek to terminate or delete from the Utility Service List unless and until the two week notice period has passed and - the Debtors have not received any objection to termination or deletion from such Utility Company or until any such objection has

20 Case KJC Doc Filed 10/24/18 Page 7 of 9 been resolved consensually or by order of the Court. For Utility Companies that are added to the Utility Services List, the Debtors will cause a copy of this Order, including the Adequate Assurance Procedures, to be served on such subsequently added Utility Company. Any Utility Company subsequently added to the Utility Services List shall be bound by the Adequate Assurance Procedures. In addition, subject to the terms and conditions of the DIP Credit Agreement, the Debtors will provide an Adequate Assurance Deposit in an amount equal to at least one-half of the Debtors' average monthly utility consumption over the course of i~ months for any Utility Company added to the Utility Services List as set forth herein. 8. The relief granted herein is for all Utility Companies providing Utility Services to the Debtors and is not limited to those parties or entities listed on the Utility Services List. 9. The Debtors' service of the Motion upon the Utility Services List shall not constitute an admission or concession that any such entity is a "utility" within the meaning of section 366 of the Bankruptcy Code, and the Debtors reserve all rights and defenses with respect thereto. 10. Subject to the terms of the Cash Management Order, 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 Order. 11. 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 amount of, basis for, or validity of any claim against the Debtors under the Bankruptcy Code or D

21 Case KJC Doc Filed 10/24/18 Page 8 of 9 other applicable nonbanlcruptcy 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 againsi any eniiiy under the Bankruptcy Code or any other applicable law. 12. Subject to the terms of the Cash Management Order, 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. '> 13 Notwithstanding auvtl~ii~ to the contrary in this final Order the authoy ity of the Debtors fo make aily ~~avments or otherwise take actions, Under this final Ordel is subject to the terms and conditions of t(ze DIP Credit A~t eement ~as defined iu the T'irst Dav Declaration) and the..i~lterim ~i~d_tinal orders of this Court ap~~rovin~ the financin~~rovided thereunder, i»eludin~, without_limitatioil, that any such t~avments mint comps with tike DIP Budget undee, atld as de~i~ined in. the DIP Credit Agreement. 7

22 Case KJC Doc Filed 10/24/18 Page 9 of 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) and the Local Rules are satisfied by such notice. 15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and. enforceable upon its entry. 16. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion. 17. 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 The Honorable Kevin J. Carev United States Bankruptcy Judge 8