Case Doc 8 Filed 10/04/18 Page 1 of 17

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1 Case Doc 8 Filed 10/04/18 Page 1 of 17 IN THE UNITED STATES BANKRUPTCY COURT I'OR 'THE llist~i[ct O~ DELA~A~22E In re: ) Chapter 11 ATD CORPORATION, et al.,l ) Case No O Debtors. ) (Joint Administration Requested) lle~3tors' MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS (I) APPROVING THE DEBTORS' PROPOSED ADEQUATE ASSURANCE OF YAYNiENT FOR FUTURE UTILITY SERVICES, (II) PI20HIBITING UTILITY COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICES, (III) Al'PRO~ING THE DEBTORS' PROPOSED PROCEDURES FOR RESOLVING ADEQUATE ASSURANCE REQUESTS, AND (IV) GRANTING F~LATED 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 form attached hereto as Exhibit A and Exhibit B (respectfully, the "Interim Order" and "Final Order," respectively): (a) approving the Debtors' proposed adequate assurance of payment for future utility services, (b} prohibiting utility companies froze altering, refusing, or discontinuing services, (c) approving the Debtors' proposed procedures for resolving Adequate Assurance 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);. (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 The facts and circumstances supporting this Motion are set forth in the Declaration of Williarra Williams, Chief Financial Officer of ATD Corporation, in Support of Chapter 11 Petitions and First Day Motions (the "First Dav Declaration"), filed contemporaneously with this Motion and incorporated by reference herein. KE

2 Case Doc 8 Filed 10/04/18 Page 2 of 17 Requests (as such terms are defined below), and (d) 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). Jurisdiction anci 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 Oder^ of Reference.from the United States District Court for the District of DelawaNe, dated February 29, The Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and rule (~ of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local 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. Venue is proper pursuant to 28 U.S.C and The bases for the relief requested herein are sections 105(a) and 366 of title 11 of the United States Code, 11 U.S.C (the "Bankruptcy Code"), Bankruptcy Rule 6003, and Local Rule (m). Background 5. 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 2

3 Case Doc 8 Filed 10/04/18 Page 3 of 17 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 States and Canada. As of the date hereof (the "Petition Date"), the Debtors have approximately $2.6 billion in funded debt. 6. 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. Utility Services and Proposed Adequate Assurance I. The Utility Services and Utility Companies. 7. In connection with the operation of their business in the United States, the Debtors obtain electricity, natural gas, propane, telecommunications, water, waste management (including sewer and trash), Internet, cable, and other similar services (collectively, the "Utility Services") From a number of utility companies or brokers (collectively, the "Utility Companies" and, individually, a "Utilit~Company") to facilitate their business operations. A list of the Utility Companies and their affiliates that provide Utility Services to the Debtors' various 3

4 Case Doc 8 Filed 10/04/18 Page 4 of 17 locations and for their business operations as of the Petition Date (the "Utility Services List") is attached hereto as Exhibit C.3 8. The Debtors' business involves distributing replacement tires to thousands of retail customers throughout North America, and the Debtors must maintain their ability to run their businesses in anear-constant state to meet customer demands. The Utility Services are essential for the Debtors to maintain their distribution network through more than one hundred warehouse locations, mixing centers, warranty centers, and administrative offices throughout the United States. Should any Utility Company refuse or discontinue service, even fox a brief period, the Debtors' business operations would be severely disrupted, and such disruption would impact the Debtors' ability to service their customers and jeopardize the Debtors' ability to manage their reorganization efforts. 9. The Debtors have implemented. several payment methodologies for their various Utility Services. Specifically, the Debtors pay for their Utility Services either directly through their accounts payable department or indirectly through certain landlords for the applicable nonresidential real properties (collectively, the "Landlords" and, individually, a "Landlord") or a third-party intermediary that manages certain Utility Services obligations on the Debtors' behalf. Generally, the Debtors directly remit payments for their advanced telecommunications and Internet services, among others, to the applicable Utility Company. The Landlords pay certain Utility Companies for "non-technical" utilities such as water, sewer, power, and janitorial services, which are tied to the locations that the Debtors use as warehouses. In return, the Debtors reimburse the Landlords for these Utilities Services either as part of their monthly rental 3 The inclusion of any entity on or the omission of any entity from the Utility Services List is not an admission by the Debtors that such entity is or is not a utility within the meaning of section 366 of the Bankruptcy Code, and the Debtors reserve all rights with respect to any such determination. C!

5 Case Doc 8 Filed 10/04/18 Page 5 of 17 payments or pursuant to separate invoices for charges due to these various `non-technical' Utility Companies. As such, the Proposed Adequate Assurance do not allocate any amounts toward these Utility Companies because they do not directly rely on the Debtors for payment for their services. However, out of an abundance of caution, the relief requested herein is with respect to all Utility Companies providing Utility Services to the Debtors, including the Landlords and contract counterparties who indirectly remit payments for such services on the Debtors' behalf. 10. Moreover, in April 2018,. entered into a joinder agreement with ENGIE Insight Services Inc. ("En~ie"), a third-party intermediary that assists businesses with achieving sustainability through assessing their energy, water, waste, telecommunications, and other utility usage. Pursuant to the joinder agreement, the Debtors pay Engies fees for services that include managing amounts owed to Utility Companies on account of Utility Services provided to the Debtors that are not otherwise be satisfied directly or through the Landlords. These services commenced in August 2018, and, as of the date hereof, the Debtors do not believe they owe any amounts to Engie. However, out of an abundance of caution, the Debtors request authority to pay any prepetition amounts to Engie and continue to pay Engie on a postpetition basis in the ordinary course of business and consistent with past practice. 11. To the best of the Debtors' knowledge as of the Petition Date, the Debtors owe approximately $1.2 million with respect to the undisputed invoices for prepetition Utility Services. On average, the Debtors pay approximately $1.2 million each month for Utility Services, calculated as a historical average payment for the twelve-month period ending July 31, Accordingly, the Debtors estimate that their cost for Utility Services during the next 25 days (not including any deposits to be paid. and the unpaid prepetition amount that has already been invoiced) will be approximately $995,000. 5

6 Case Doc 8 Filed 10/04/18 Page 6 of 17 II. Proposed Adequate Assurance of Payment. 12. The Debtors intend to pay postpetition obligations owed to the Utility Companies in a timely manner. Cash held by the Debtors, cash generated in the ordinary course of business, and cash otherwise available to the Debtors will provide sufficient liquidity to pay the Debtors' Utility Service obligations in accordance with prepetition practices. 13. To provide additional assurance of payment, the Debtors propose to deposit $596, into a segregated account (the "Adequate Assurance Deposit"). The Adequate Assurance Deposit represents an amount sufficient to cover ane-half of the Debtors' average monthly cost of Utility Services, calculated as a historical average payment for the twelve-month period ended July 31, The Adequate Assurance Deposit will be held in a segregated account at Bank of America, N.A. for the benefit of the Utility Companies (the "Adequate Assurance Account") for the duration of these chapter 11 cases, subject to the Debtors' right to terminate or discontinue the applicable Utilities Services, and may be applied to any postpetition defaults in payment to the applicable Utility Companies. The Debtors will hold the Adequate Assurance Deposit, and the Debtors' creditors will not have a lien on any Adequate Assurance Deposit to the extent not returned to the Debtors pursuant to the terms set forth in the Order or the Adequate Assurance Account. 15. The Debtors submit that the Adequate Assurance Deposit, in conjunction with the Debtors' ability to pay for future utility services in accordance with prepetition practice, (collectively, the "Proposed Adequate Assurance") constitutes sufficient adequate assurance to the Utility Companies in full satisfaction of section 366 of the Bankruptcy Code. G7

7 Case Doc 8 Filed 10/04/18 Page 7 of 17 III. The Adequate Assurance Procedures. 16. As set forth above, the Debtors' business will suffer severe consequences if there is any interruption in their Utility Services. However, the Debtors recognize that Utility Companies have the right to evaluate the Proposed Adequate Assurance. If a Utility Company believes additional adequate assurance is required, it may request such assurance pursuant to the following procedures (the "Adequate Assurance Procedures"): a. The Debtors will serve a copy of this Motion and the Order granting the relief requested herein to each Utility Company within ten business days after the Court enters the 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 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 Bavis 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) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases; (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 7

8 Case Doc 8 Filed 10/04/18 Page 8 of 17 term lenders under the debtors' prepetition term loan facility Paul, Weiss, Rifkind, Wharton &Garrison LLP, 185 Avenue of the Americas, New York, New York 10017, 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 eve 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 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, and (v) certify that the Utility Company does not already held a Prepetition Deposit equal to ox greater than two weeks of Utility Services. 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) 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 adequate assurance of payment,

9 Case Doc 8 Filed 10/04/18 Page 9 of 17 including, but not limited to, cash deposits, prepayments, or other forms of security if the Debtors determine that such additional adequate assurance is reasonable. If the Debtors and the Utility Company are not able to reach an alternative resolution within 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 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. 17. The Adequate Assurance Procedures set forth a streamlined process for Utility Companies to address potential concerns with respect to the Proposed Adequate Assurance while allowing the Debtors to administer their chapter 11 estates without interruption. More specifically, the Adequate Assurance Procedures permit a Utility Company to object to the Proposed Adequate Assurance by serving an Adequate Assurance Request upon certain Notice Parties. The Debtors, in their discretion, may then resolve any Adequate Assurance Request by mutual agreement with the Utility Company and without further order of the Court. If the Adequate Assurance Request cannot be resolved by mutual agreement, the Debtors may seek Court resol~ition of the Adequate Assurance Req~zest. 18. Absent compliance with the Adequate Assurance Procedures, the Debtors request that the Utility Companies, including those subsequently added to the Utility Services List, be forbidden from altering, refusing, or discontinuing service or requiring additional assurance of payment other than the Proposed Adequate Assurance, pending entry of the Order approving the relief requested herein.

10 Case Doc 8 Filed 10/04/18 Page 10 of 17 IV. Modifications to the Utility Services List. 19. To the extent the Debtors identify new or additional Utility Companies or discontinue services from existing Utility Companies, the Debtors seek authority to add or remove parties from the Utility Services List. For any Utility Company that is subsequently added to the Utility Services List, the Debtors will serve such Utility Company with a copy of the Court's order regarding Utility Services, including the Adequate Assurance Procedures. The Debtors request that the terms of such Utility Services order and the Adequate Assurance Procedures apply to any subsequently identified Utility Company. Basis for Relief 20. Section 366 of the Bankruptcy Code protects a debtor against the immediate termination or alteration of utility services after the Petition Date. See 11 U.S.C Section 366(c) of the Bankruptcy Code requires the debtor to provide "adequate assurance" of payment for postpetition services in a form "satisfactory" to the utility company within thirty days of the petition, or the utility company may alter, refuse, or discontinue service. 11 U.S.C. 366(c)(2). Section 366(c)(1) of the Bankruptcy Code provides anon-exhaustive list of examples for what constitutes "assurance of payment." 11 U.S.C. 366(c)(1). Although assurance of payment must be "adequate," it need not constitute an absolute guarantee of the debtors' ability to pay. See, e.g., In re Great Atl. & Pac. Tea Co., 2011 WL , at *5 (Bankr. S.D.N.Y. Nov. 14, 2011) (finding that "[c]ourts will approve an amount that is adequate enough to insure against unreasonable risk of nonpayment, but are not required to give the equivalent of a guaranty of payment in full"); In Ne Caldor, Inc,, 199 B.R. 1, 3 (S.D.N.Y. 1996). ("Section 366(b) requires... `adequate assurance' of payment. The statute does not require an absolute guarantee of payment." (citation omitted)), aff'd sub nom. Va. Elec. & PoweN Co. v. CaldoN, Inc., 117 F.3d 646 (2d Cir. 1997). 10

11 Case Doc 8 Filed 10/04/18 Page 11 of When considering whether a given assurance of payment is "adequate," the Court should examine the totality of the circumstances to make an informed decision as to whether the Utility Company will be subject to an unreasonable risk of nonpayment. See In re Keydata Corp., 12 B.R. 156, 158 (B.A.P. 1st Cir. 1981) (citing In re Cunha, 1 B.R. 330 (Bankr. E.D. Va. 1979)}; In re Adelphia Bus. Sols., Inc., 280 B.R. 63, (Bankr. S.D.N.Y. 2002). In determining the level of adequate assurance, however, "a bankruptcy court must focus upon the need of the utility for assurance, and...require that the debtor supply no more than that, since the debtor almost perforce has a conflicting need to conserve scarce financial resources." Va. Elec. &Power Co., 117 F.3d at 650 (internal quotations omitted) (citing In re Penn Jersey CoNp., 72 B.R. 981, 985 (Bankr. E.D. Pa. 1987)). 22. Here, the Utility Companies are adequately assured against any risk of nonpayment for future services. The Adequate Assurance Deposit and the Debtors' ongoing ability to meet obligations as they come due in the ordinary course, provides assurance of the Debtors' payment of their future obligations. Moreover, termination of the Utility Services could result in the Debtors' inability to operate their businesses to the detriment of all stakeholders. See In Ne Monroe Well Serv., Inc., 83 B.R. 317, (Bankr. E.D. Pa. 1988) (noting that without utility service the debtors "would have to cease operations" and that section 366 of the Bankruptcy Code "was intended to limit the leverage held by utility companies,, not increase it") 23. Courts are permitted to fashion reasonable procedures, such as the Adequate Assurance Procedures proposed herein, to implement the protections afforded under section 366 of the Bankruptcy Code. See, e.g., In ~e CiNcurt City StoNes, Inc., No , 2009 WL , at *5(Bankr. E.D. Va. Jan. 14, 2009) (stating that "[t)he plain language of 366 of the 11

12 Case Doc 8 Filed 10/04/18 Page 12 of 17 Bankruptcy Code allows the Court to adopt the Procedures set forth in the Utility Order"); Potomac Elec. Power Co. v. Rowe Companies, No. 06-cv-1464, 2007 WL , at *1 (E.D. Va. Feb. 26, 2007) (upholding the Bankruptcy Court's entry of adequate assurance procedures). Such procedures are important because, without them, the Debtors "could be forced to address numerous requests by utility companies in an unorganized manner at a critical period in their efforts to reorganize." CiNcuit City, 2009 WL at * Courts are permitted to fashion reasonable procedures, such as the Adequate Assurance Procedures proposed herein, to implement the protections afforded under section 366 of the Bankruptcy Code. See, e.g., In Ne Circuit City Stores Inc., No , 2009 WL , at *5 (Bankr. E.D. Va. Jan. 14, 2009) (stating that "the plain language of 366 of the Bankruptcy Code allows the court to adopt the Procedures set forth in the Utility Order"). Such procedures are important because, without them, the Debtors "could be forced to address numerous requests by utility companies in an unorganized manner at a critical period in their efforts to reorganize." Id. Here, notwithstanding adetermination that the Proposed Adequate Assurance constitutes sufficient adequate assurance, any rights the Utility Companies believe they have under sections 366(b) and (c)(2) of the Bankruptcy Code are wholly preserved under the Adequate Assurance Procedures. See id. at *5-6. The Utility Companies still may choose, in accordance with the Adequate Assurance Procedures, to request modification of the Proposed Adequate Assurance. See id. at *6. The Adequate Assurance Procedures, however, avoid a haphazard and chaotic process whereby each Utility Company could make an extortionate, last-minute demand for adequate assurance that would force the Debtors to pay under the threat of losing critical Utility Services. See id. at *5. 12

13 Case Doc 8 Filed 10/04/18 Page 13 of The Adequate Assurance Procedures are reasonable and in accord with the purposes of section 366 of the Bankruptcy Lode, and thus the Debtors respectfully request that Court grant the relief requested herein. Indeed, similar procedures have been approved by courts in this district. See, e.g., In re VER Techs. Holdco LLC, No (KG)(Bankr. D. Del. May 4, 2018) (approving adequate assurance deposit equal to one-half of debtor's monthly utility expenses); In re EV EneNgy Partners, L.P., No (CSS)(Bankr. D. Del. Apr. 25, 2018) (same); In re PES Holdings, LLC, No (KG)(Bankr. D. Del. Feb. 26, 2018) (same); In Ne Charming Charlie Holdings Inc., No (CSS)(Bankr. D. Del. Jan. 10, 2018) (same); In Ne GSTAutoleathe~, Inc., No (LSS)(Bankr. D. Del. Oct. 27, 2017) (same) Further, the Court possesses the power under section 105(a) of the Bankruptcy Code to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title." The Adequate Assurance Procedures and the Proposed Adequate Assurance are necessary and appropriate to carry out the provisions of the Bankruptcy Code, particularly section 366 thereof. Accordingly, the Court should exercise its powers under sections 366 and 105(a) of the Bankruptcy Code and approve both the Adequate Assurance Procedures and the Proposed Adequate Assurance. Processing of Checks and Electronic Fund Transfers Should Be Authorized 27. The Debtors have sufficient funds to pay the amounts described in this Motion in the ordinary course of business by virtue of expected cash flows from ongoing business operations, debtor-in-possession financing, and anticipated access to cash collateral. In addition, under the Debtors' existing cash management system, the Debtors can readily identify checks or wire transfer requests as relating to an authorized payment in respect of the Utility Services. 4 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. 13

14 Case Doc 8 Filed 10/04/18 Page 14 of 17 Accordingly, the Debtors believe that checks or wire transfer requests, other than those relating to authorized payments, will not be honored inadvertently. Therefore, the Debtors respectfully request that the Court authorize all applicable financial institutions, when requested by the Debtors, to receive, process, honor, and pay any and all checks or wire transfer requests in respect of the relief requested in this Motion. The Requirements of Bankruptcy Rule 6403 Are Satisfied 28. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days after the Petition Date "ta the extent that relief is necessary to avoid immediate and irreparable harm." Fed. R. Bankr. P For the reasons discussed - above, (a) authorizing the Debtors' Proposed Adequate Assurance payment for future utility services, (b) prohibiting Utility Companies from altering, refusing, or discontinuing services, (c) approving the Debtors' proposed procedures far resolving Adequate Assurance Requests, 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. ~'Vai`~er of Bankruptcy Kule 6404(x) and 6004(h) 29. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(x) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). 14

15 Case Doc 8 Filed 10/04/18 Page 15 of 17 Reservation of Rights 30. 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; (f) 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 31. 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 hoc committee for the Debtors' senior subordinated noteholders; (g) the ad hoc committee for the Debtors' prepetition term loan facility; (h) the United States Attorney's Office for the District of Delaware; (i) the Internal Revenue Service; (j) the office of the attorneys general for the states in which the Debtors operate; (k) the Utility Companies; (1) Engie; and (m) any party that has 15

16 Case Doc 8 Filed 10/04/18 Page 16 of 17 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 32. No prior request for the relief sought in this Motion has been made to this or any other court. [RemaindeN of page intentionally left blank. ] T

17 Case Doc 8 Filed 10/04/18 Page 17 of 17 WHEREFORE, the Debtors respectfully request that the Court enter the Order granting the relief requested herein and such other relief as the Court deems appropriate under the circumstances. Dated: October 4, 2018 (,(~ Wilmington, Delaware Laura Da`Gis Jones (DE Ba o. 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 jmulvihill@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 vzce pending) Spencer Winters (pno hac vice pending) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois Telephone: (312) Facsimile: (312) james.sprayregen@kirkland.com anup. sathy@kirkland. com chad.husnick@kirkland. com spencer. winters@kirkland. com PNoposed Counsel to the DebtoNs and DebtoNs in Possession

18 Case Doc 8-1 Filed 10/04/18 Page 1 of 9 Exhibit A Proposed Interim Order

19 Case Doc 8-1 Filed 10/04/18 Page 2 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOB TIIE DI~TIaICT OF I)E~AVVAIdE In re: ATD CORPORATION, et al.,l Debtors. Chapter 11 Case No () (Joint Administration Requested) Re: Docket No. INTERIM ORDER (I) APPROVING THE DEBTORS' PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOIZ SUTURE UTILITY SERVICES, (II) P~t~HI~3ITING UTILITY COMPANIES FROM ALTE~tING, 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 an interim order (this "Interim 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 Order of Reference fnom the United States DistNict Court fog the District of DelawaNe, 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 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);. (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.

20 Case Doc 8-1 Filed 10/04/18 Page 3 of 9 proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest; and this Court having found that the Debtors' notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (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. Subject to the Adequate Assurance Procedures for resolving Additional Assurance Requests, the Motion is granted on an interim basis as set forth in this Interim Order. 2. The final hearing (the "Tinal 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. rox, 2

21 Case Doc 8-1 Filed 10/04/18 Page 4 of 9 Jr., Esq.; (e) 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; (~ counsel to the agents for the Debtors' prepetition revolving credit facility and postpetition financing facility, Parker, Hudson, Rainer &Dobbs, LLP, 303. Peachtree Street N.~., 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 do 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, Esq.; and (h) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases (collectively, the "Notice Parties"). 3. 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. 4. 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 shall constitute adequate assurance of future payment as required under section 366 of the Bankruptcy Code. 5. All Utility Companies, including those Utility Companies that provide services to the Debtors through the Landlords, are prohibited from altering, refusing, or discontinuing 3

22 Case Doc 8-1 Filed 10/04/18 Page 5 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. 6. The following Adequate Assurance Procedures are hereby approved: a. The Debtors will serve a copy of this Motion and the Interim Order granting the relief requested herein to each Utility Company within two business days after the Court enters the Interim 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) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases; (vi) counsel to the DIP FILO Lenders and Consenting Noteholders (each as defined in the First Day Declaration), Akin Gump Strauss Mauer &Feld LLP, Une 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, 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

23 Case Doc 8-1 Filed 10/04/18 Page 6 of 9 business days after the date the Debtors receive the request, subject to the Debtors' and any such reques~ing 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 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, and (v) certify that the Utility Company does not already hold a Prepetition Deposit equal to or greater than two weeks of Utility Services. 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) 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 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 14 days of receipt of the Additional Assurance Request, 5

24 Case Doc 8-1 Filed 10/04/18 Page 7 of 9 the Debtors will request a hearing before the Court at the next regularly scheduled omnib~zs 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 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. 7. 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. 8. The Debtors are authorized, in consultation with the Consenting Noteholders, with the prior written consent after giving two 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 sha11 not deduct from the Adequate ~4ssurance 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 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. D

25 Case Doc 8-1 Filed 10/04/18 Page 8 of 9 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 12 months for any Utility Company added to the Utility Services List as set forth herein. 9. 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. 10. 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. 11. 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. 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 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; 7

26 Case Doc 8-1 Filed 10/04/18 Page 9 of 9 (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 inay exist against any entity under the Bankruptcy Code or any other applicable law. 13. 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. 14. Notwithstanding the relief granted in this Interim Order, any payment made by the Debtors pursuant to the authority granted herein shall be subject to any order authorizing use of cash collateral. 15. 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. 16. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Interim Order are immediately effective and enforceable upon its entry. 17. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Interim Order in accordance with the Motion. 18. 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

27 Case Doc 8-2 Filed 10/04/18 Page 1 of 8 Exhibit B Proposed Final Order

28 Case Doc 8-2 Filed 10/04/18 Page 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT ~r 012 TAE DI~TRI~'T OF D~LA`'VA~E In re: ) Chapter 11 ATD CORPORATION, et al.,l ) Case No O Debtors. ) (Joint Administration Requested) Re: Docket No. FINAL ORDER (I) APPROVING THE DEBTORS' PROPOSED ADEQUATE ASSURANCE OF PAYMENT FOR FU'~URE UTILITY SERVICES, (II) I'ROHIIiITING 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 an interim 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 ONder of RefeNence fnom the United States Distrzct Court fon the Dist~ ict of DelawaNe, 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 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);. (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 28078, 2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

29 Case Doc 8-2 Filed 10/04/18 Page 3 of 8 proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors' estates, their creditors, and other parties in interest; and this Court having found that the Debtors' notice of the Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (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 ~~ER~BY 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 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

30 Case Doc 8-2 Filed 10/04/18 Page 4 of 8 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 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) counsel to the official committee of unsecured creditors (if any) appointed in these chapter 11 cases; (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, Ne~v Yorlc, 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, 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 3

31 Case Doc 8-2 Filed 10/04/18 Page 5 of 8 business days after the date the Debtors receive the request, subject to the Debtors' and any such requesting Uti?ity 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. 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 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, and (v) certify that the Utility Company does not already hold a Prepetition Deposit equal to or greater than two weeks of Utility Services. 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 llip 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) 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 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 14 days of receipt of the Additional Assurance Request, 0

32 Case Doc 8-2 Filed 10/04/18 Page 6 of 8 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 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 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 abjection 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. E

33 Case Doc 8-2 Filed 10/04/18 Page 7 of 8 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 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. 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 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; D

34 Case Doc 8-2 Filed 10/04/18 Page 8 of 8 (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. 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 the relief granted in this Final Order, any payment made by the Debtors pursuant to the authority granted herein shall be subject to any order authorizing use of cash collateral. 14. 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 Count 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 7

35 Case Doc 8-3 Filed 10/04/18 Page 1 of 44 Exhibit C Utility Ser~~ices List

36 Case Doc 8-3 Filed 10/04/18 Page 2 of 44...:......:..:...:::...::..:...::... 4 `, f.` ~~S f/ 9 `Xf l ~ :f ~ /~ l...`. b :.. ~~t..~...~fk Yf...ḟf fiy ~ f f f F.` ~Rrw3 ~ ~ /'.. l Utility Services List `.%L ~5~~~f k' ~" ~' l ff ".` ~`fff ' / ~. ~ ~.f '~ f, f f.. ~ f ` f.~ ~. f f '.'F` ;ff' f~f if I~` `~'f~'.'. f 'f lf.ff f f F f.. ':f ~Y~ ~/f`.:f. Yf: ~..~ f f ~/lf ;~~~ f f? S` ~1 :`ffs f ~.`f~~ / f '.~`~, 3..~{j~f y f, /. ~fjfy~~ ~y 'j~ ~y~.~'i~'/ i~k>~~'~+!~~!:~~!vf.if"fi, f. '~,. / f `.ff~f~~~ f~y flf.f f' ~.~f ~~ «ff~~ fn ~I,~~ `~f~ fy/,.` % ~ 7 : f ff.,~`~' f.. f'::~ 1./ ~ '~S+f~y~~y~~yf ~y~yy~ yy:~ 4rav31~#7~ 4s.4#aaY.,'.:./ f.f. F ~~. f./~.....f.:..f~ y.g~~.:...: :...~~ f.f.:n.:f : :,F,..: `F,.fFi.:.<F,.n:: `.6`.i i` 5.f ~ tb.bf`s~ff~~~`~`~`ff`'f`fff~f ~`f.`ff~ f ~~/~;y/ff f ~ f~./ ff.g~~i :~~'aff:~ lf~f ~f: ~:~~ f~6ff:~f'u ~~`f. ~:: f: /...f.:... fffnf~~:.: ff~ `f ~. ffr ~^ :YY6` ~ ~~ %fff 7..I.:..f'f~`:S' ~~ 9 ~`~~ f ff ~y ;y~p~y~ ~` ~ f ~i~~rki- ~f ~~ f f ff. y:..:. %%fff ~`~,`., ~`:~ ~(+~?'+ +~y:p~ fi, r ~.f:.. f l` ): lii. iitliai4~.~~.l~i'~ f ~$ f`. ~f.y/ yf~1~.y. p... 16AA.1F`` `~. ` f~`f y..: l f f ~.~ f~~~.` '- $$~f~ 51~~~~'~. ff~ ~ f.`ff`f. fffnff/~:~ f/ ~ :off ir~.h~ WASTE PRO FORT Metro Pazkway, Back Fort Myers FL Waste TBD $ MYERS Building ALABAMA POWER 5240 Willis Road Theodore AL Electric COMPANY $5, ALABAMA POWER ggl Roy Hodges Boulevard Montgomery AL Multiple 2 Accounts COMPANY ALLSTREAM 1815 South 4650 West Salt Lake City UT ALLSTREAM 250 Lillazd Dr. Sparks NV ~~4248 ALLSTREAM 5100 West 35th Street St Louis Park. MN Multiple 2 Accounts AMARILLO, CITY OF 9151 South Georgia Street Amazillo TX Multiple 3 Accounts $2.79 $ AMEREN ILLINOIS 305 Erie Avenue Morton IL Multiple 2 Accounts $1,17035 AMERICAN ELECTRIC 200 Orange Point Drive Lewis Center OH Electric POWER $3, AMERICAN ELECTRIC 4871 Corporate Street S.W.,, Canton OH Mulriple 4 Accounts POWER 1829 Hopple APPALACHIAN POWER 300 Harris Drive, previously 5 poca WV Multiple 2 Accounts COMPANY Stone Street APPALACHIAN POWER 3921 East 19th Street Texazkana AR Mulriple 2 Accounts COMPANY APPALACHIAN POWER $3'x' Blvd. Roanoke VA Electric COMPANY Distributors,Inc APPALACHIAN POWER Fairview Industrial Pazk, 860 Americarn Tire Wytheville VA Electric COMPANY Stafford Umberger Drive 2001 South 15th Avenue, Suite Americaru Tire Phoenix AZ Mulriple 4 Accounts $2, ~S 100 ~ericar~ Tire AQUA PA S Lce Boulevazd, Suite 200 Malvern PA Water $75.11 ARMSTRONG 2291 Sweeney Drive Bldg # 1 Clinton PA AT & T MOBILITY N/A Mulriple 5 Accounts AT & T MOBILITY ~TE Points Drive Bldg 2, Suite 400 Kirkland WA Multiple 3 Accounts AT & T MOBILITY 111 Ikea Drive Westampton NJ Smartphone AT & T MOBILITY 1200 E. 12th Street N. Little Rock AR Smartphone $ $1,46629 ~ericantire Distributers, Inc

37 ::... ~:~...,..... F ~ AT & T MOBILITY 4702 Blvd. Roanoke VA AT&T Miramar Pazkway Miramaz FL AT&T 1200 Davidson St. Nashville TN AT&T 1200 E. 12th Street N. Little Rock Alt AT&T Herbert Wayne Ct. Huntersville NC 2gp~g ~Fi 'F i ~ Measured Rate $usiness Line - ~ / ~~~ ~f fyg~p~.. f / f ~., 1~.~~~/ff9/Y9 f $10, ~ %_': ~'., ~, ~~~ Americarn Tire America~t Tire America~l Tire America~i Tire Americam Tire Case Doc 8-3 Filed 10/04/18 Page 3 of 44 ~Y f.(` -f %YY - f f f' AT & T MOBILITY Herbert Wayne Ct ~ Huntersville NC Multiple 11 Accounts AT & T MOBILITY 1701 Vantage Drive Carrollton TX Multiple 3 Accounts AT & T MOBILITY Manchac Park Lane Baton Rouge LA Smartphone AT & T MOBILITY N Green Mountain Rd. San Antonio TX Smartphone AT & T MOBILITY 2900 W. Business Hwy 83 McAllen TX Smartphone AT & T MOBILITY 300 Harris Dr. Poca WV Smartphone AT & T MOBILITY 350 Railhead Road Fort Worth TX Smartphone AT & T MOBILITY 4093 Highway 67 North San Angelo TX Smartphone AT & T MOBILITY 4370 South Mendenhall Rd. Memphis TN Smartphone AT & T MOBILITY 4625 Hollins Ferry Rd. Halethorpe MD Multiple 2 Accounts AT & T MOBILITY 4975 Fannett Road Beaumont TX Smartphone AT & T MOBILITY 500 Hwy 49 South Richland MS Multiple 4 Accounts AT & T MOBILITY 512 J.F. Smith Avenue Slidell LA Smartphone AT & T MOBILITY 6240 Martin Lake RoadNW Huntsville AL Smartphone AT & T MOBILITY 810 West Howazd Lane Austin TX Mulriple 2 Accounts AT & T MOBILITY 8814 Senator Circle Wolfforth TX Multiple 2 Accounts ~~q AT&T Herbert Wayne Ct. Huntersvilie NC Multiple 2 Accounts AT&T Mercantile Ave. El Paso TX

38 Building A AT&T 1280 SW 27th Ave. Pompano Beach FL AT&T 1301 S. Navigation Blvd Corpus Christi TX AT&T Corporate Exchange Bridgeton MO AT&T 1402 Mills B. Lane Blvd Savannah GA AT&T 1402A Mills B. Lane Blvd Savannah GA Fiat Rate AT&T County Road 212 Findlay OH Multiple 2 Accounts AT&T 1611 Otis Way Florence SC AT&T 1615 Wolfpack Lane Raleigh NC AT&T NW 54TH AV Miami FL AT&T Manchac Pazk Lane Baton Rouge LA AT&T N. Green Mountain Rd San Antonio TX '7824'7 AT&T Preston Road Dallas TX AT&T 18 Wendy Ct. Greensboro NC $usiness Line - Business Line ,~ Distributozs, Inc Distributers, Inc AT&T 190 Cochrane Rd. Lincolnton NC Mulriple 2 Accounts AT&T 1900 W. 65th Street Unit #4 Little Rock AR AT&T S. Susana Road Compton CA AT&T 1995 Tiffin Ave Findlay OH AT&T 205 Vista Blvd. Arden NC Mulriple 2 Accounts Americvi Tire The Hercules Tire &Rubber Company X X Case Doc 8-3 Filed 10/04/18 Page 4 of 44 Drive Americaza Tire (DD-) AT&T 201 Industrial Park Rd. Lincolnton NC AT&T 2122 Noland Connector Augusta GA AT&T 2155 Barrett Pazk Drive NW Kennesaw GA AT&T 217 Winmoore Way Modesto CA

39 Case Doc 8-3 Filed 10/04/18 Page 5 of f~' y~~., ` f...,.. ~,...; ~~..f AT&T Aurora Road Bedford Heights OH AT&T 2400 Main Street Chula Vista CA ~.:.:. f.. Fiat Rate p/ y ~~~f gy l' ~~y~f art,~ `YLy ~, ~'~Ry~~~M ~AF?.Y..::~... Measured Rate AT&T 2405 Wrightsville Ave. Wilmington NC AT&T Regency Drive Novi MI Measured Rate AT&T 2600 Goodrick Ave. Richmond CA AT&T 2830 E Jean Street Springfield MO Fortune Circle West Bldg AT&T 34 Indianapolis IN AT&T 2900 W. Business Hwy 83 McAllen TX AT&T 2991 Shannon Oxmoor Road Birmingham AL 35211,. :^.::, f.. `~ S f $f~~~ ~y{ 3R 'n^ Distributozs, Inc Distributors; Inc AT&T 3020 Tucker Street Extension Burlington NC Multiple 2 Accounts AT&T 3064 S. Chestnut Ave. Fresno CA Multiple 4 Accounts AT&T 3075 Southpark Blvd. Ellenwood GA AT&T 3099 Finger Mill Roxi Lincolnton NC AT&T 340 E Mahn Ct. Oak Creek WI AT&T 350 Railhead Road Fort Worth TX AT&T 4047 Perimeter W. Drive Charlotte NC AT&T 4223 North Garnett Rd. Tulsa OK AT&T 4370 South Mendenhall Rd. Memphis TN AT&T 4632 Raley Blvd. Sacramento CA AT&T 4871 Corporate St. SW Canton OH AT&T 4975 Fannett Road Beaumont TX AT&T 500 Hwy 49 South Richland MS Measured Rate Measured Rate Fiat Rate g

40 f F.. ~ AT&T 5015 S. Water Circte Wichita KS AT&T 521 Hazding Industrial Drive Nashville T'N AT&T 5240 Willis Road Theodore AL AT&T 5600 Norris Road Bakersfield AT&T rd Avenue N. AT&T 6212 N. Illinois St FL 1, Royal Fairview Heights Palm rrrr.. :. FL IL AT&T 712 N. Main Street Mauldin SC AT&T 7334 Stall Road NOS Charleston AT&T 7502 Seazs Blvd Pensacola FL Measured Rate $usiness Line - ~~ jy ~y} American 'fire American. Tire Americarn Tire. Case Doc 8-3 Filed 10/04/18 Page 6 of 44 ~,..nf~:.li: ~~ g g e' 3~S :. / f..._...;..... AT&T 5100 Commerce Ave. Moorpark CA Mulriple 2 Accounts AT&T 700 Gateway Pazi.~vay Roanoke TX Multiple 2 Accounts SC Multiple 2 Accounts AT&T 7600 District Slvd. Bakersfield CA Multiple 2 Accounts ' :f b'..f.... f $usiness Line - ~ f AT&T 5000 Capitai Drive Shaffer CA AT&T 5025 N. Royal Atlanta Dr. Tucker GA AT&T 5101 S. Council Rd Oklahoma City OK AT&T 512 J.F. Smith Avenue Slidell LA CA Beach AT&T 6240 Martin Lake Road NW Huntsville AL AT&T 645 Dado Street San Jose CA AT&T 7051 Stuart Ave. Jacksonville FL AT&T 7150 Discovery Drive Chattanooga TN AT&T 773 Lincoln County Parkway Lincolnton NC AT&T 810 West Howazd Lane Austin TX AT&T 8169 National Turnpike Louisiville KY Multiple 2 Accounts

41 AT&T 860 Greens Parkway Houston TX g AT&T 8751 Skinner Court Orlando FL AT&T 881 Roy Hodges Blvd. Montgomery AL Mulriple 2 Accounts AT&T 916 Callahan Drive Knoxville TN Multiple 2 Accounts AT&T 917 Rosewood Drive Columbia SC AT&T 924 Callahan Drive Knoxville TN AT&T 9450 Sergo Drive McCook IL AT&T ATMOS ENERGY ATMOS ENERGY 9651 NE Parvin Road Suite 300 Railhead Road, Railhead Kansas City MO $usiness Line - g X Fort Worth TX Natural Gas , 4091 &4089 Highway San Angelo TX Natural Gas North b ATMOS ENERGY 410 Century Court Piney Flats TTI Natural Gas ATMOS ENERGY 500 Highway 49 Sotrth Richland MS Natural Gas JF Smith Avenue, JF ATMOS ENERGY Smith Business Park, St. Slidell LA Natural Gas Tammany Pazish ATMOS ENERGY 8308 Upland Avenue Lubbock TX Natural Gas AUGUSTA-RICHMOND AVISTA 126 South David Street Spokane Valley WA Multiple 6 Accounts AVISTA 4689 Industry Drive Medford OR Natuxat Gas BALTIMORE GAS & BGE HOME Pocomoke Court, $Z> $2, Electric TBD $4,90931 Baltimore MD Mulriple 3 Accounts Americaza Tire America~i Tire Case Doc 8-3 Filed 10/04/18 Page 7 of ATMOS ENERGY 300 Freedom Drive Roanoke TX Multiple 2 Accounts Industrial Pazk, Tarrant Count~~ COUNTY UTILITIES b ELECTRIC Building 5 $70.91 BGE HOME 4625 Hollins Ferry Road Baltimore MD Multiple 3 Accounts ATMOS ENERGY 9151 South Georgia Street Amazillo TX Natural Gas Noland Connector Road Augusta GA Multiple 4 Accounts $437.26

42 Case Doc 8-3 Filed 10/04/18 Page 8 of 44.,.. BIRMINGHAM WATER 2991 Shannon Oxmoor Road, $irmingham AL Water $25.81 WORKS Jefferson County BLACK HILLS UTILITY 1415 West Commerce Way Lincoln NE Multiple 2 Accounts HOLDINGS INC $1, BLACK HILLS UTILITY 1991 Dunlap Way Casper WY Natural Gas HOLDINGS INC BOCC/HILLSBOROUGH COUNTY BRENTWOOD WATER DISTRICT 4411 E ale Falls Place ~ Tama FL Sewer $9920 p 121 Wilshire Soulevazd Edgewood NY Water $ BRIGHTRIDGE 410 Centu ry Court Pine Y Flats TN Electric $ SUTLER COUNTY 5015 S. Water Circle Wichita KS Waste TSD $1, LANDFILL CALIFORNIA WATER 7600 District Boulevard, Suite Bakersfield CA Water $ SERVICE COMPANY B CANTON CITY UTILITIES 4871 Corporate Street S.W., Canton OH Electric TBD $ Americarn Tire 1829 Ho le CASS COiJNTY ELECTRIC 1907 N.W. 4th Avenue West Fargo ND Electric $ COOPERATIVE CENTERPOINT ENERGY North Little 1200 E. 12th Street ~ Natural Gas P.RKLA Rock CENTERPOINT ENERGY 3921 East 19th Street Texarkana AR Natural Gas ARKLA $1, CENTERPOINT ENERGY 4945 Fannett Road Beaumont TX Natural Gas ARKLA CBNTERPOINT ENERGY 5100 West 35th Street St. Louis Pazk MN Natural Gas ARKLA ~erica~ Tire CENTRAL MAINE 765 Warren Avenue, Units 1-3 Portland ME Multiple 4 Accounts $1, POWER CO Americas Tire CENTURYLINK 1009 E. Amidon St. Sioux Falls SD Multiple 2 Accounts CENTURYLINK 1200 E. 12th Street N. Little Rock AR DSL CENTURYLINK Herbert Wayne Ct Huntersville NC Multiple 2 Accounts CENTURYLINK Corporate Exchange Drive Bridgeton MO Multiple 2 Accounts CENTURYLINK 1350 Scottsville Rd. Rochester NY Multiple 2 Accounts CENTURYLINK 1380 Stafford Umberger Dr. Wytheville VA Multiple 2 Accounts $1, CENTURYLINK 1400E 8th St. North Platte NE

43 Case Doc 8-3 Filed 10/04/18 Page 9 of 44 y :.... ~...~. ~.~ f~..... `y: :.:..:....:.: : ,: r is~ '~~'f: f`d~.~~'~~f~ ~f/ 4'- h ~. f-`$'lfff 'i 4 :..,.,... f f ~, f F..;.. ~;~ f, %~',' ~~`...: f CENTURI'LINK 1402A Mills S. Lane Blvd. Savannah GA Multiple 2 Accounts CENTURYLINK E. Euclid Ave. Spokane WA fiSfllfi'..~1.: /.:.:....f i87b CENTURYLINK 1611 Otis Way Florence SC Multiple 2 Accounts CENTURYLINK 1701 Vantage Drive Carrollton TX Multiple 2 Accounts CENTURYLINK N Green Mountain Rd. San Antonio TX 7g24' CENTURI'LINK Prestige Pazk Road East Hartford CT Multiple 2 Accounts CEN'I"URYLINK 190 Cochrane Rd. Lincolnton NC Multiple 2 Accounts CENTURI'LINK th Ave. West Fargo ND CENTURYLINK 1910 N Devlin Way I~Tampa ID ~O B CENTURYLINK 1991 Dunlap Way Casper WY Mulriple 4 Accounts CENTURYLINK 2001 S. 15th Ave. Phoenix AZ Multiple 3 Accounts CENTURYLINK 2139 Bond Street Grand Junction CO $usiness Line B CENTURYLINK Aurora Road Bedford Heighu OH Mulriple 2 Accounts CENTURYLINK 235 E. Pima Street Phoenix AZ B CENTURYLINK 250 Northstar Drive Rural Hall NC Multiple 2 Accounts CENTURYLINK 2820 Commerce Rd. South Wilson NC CENTURYLINK 2855 Fortune Circle West Bldg Indianapolis IN Mulriple 2 Accounts CENTURYLINK 3075 Southpark Blvd. Ellenwood GA Multiple 2 Accounts CENTURYLINK 3101 N. Lamb Blvd Las Vegas NV CENTURI'LINK 390 East 55th Avenue Denver CO Mulriple 4 Accounts CENTURYLINK 3915 Delaware Ave. Des Moines IA Multiple 2 Accounts CENTURYLINK 3971 Veronica S Shoemaker Blvd. Ft. Myers FL Americam Tire Distribugors, Inc Distribu4ors, Inc Distribu#ors, Inc

44 Case Doc 8-3 Filed 10/04/18 Page 10 of <f.:. %% f ~ ~~ `f. ~y~yyy F. ~ f fh '1{1191A1#: ` 'f f.. CENTURYLINK 410 Century Court Piney Flats TN 3686 '.. ~'~' ~ ~ f ~ ~ ~f i~%.f/y ~q~yy~{ CENTURYLINK 4208 Murchison Road Fayetteville NC Multiple 3 Accounts CENTURYLINK 4501 CazolinaAvenue $uilding F Richmond VA Multiple 2 Accounts Distributoas, Inc CENTURYLINK 4632 Raley Blvd. Sacramento CA Multiple 2 Accounts CENTURYLINK 4689 Industry Drive Medford OR B CENTURYLINK 4723 Capital Circle N.W. Tallahassee FL Multiple 2 Accounts CENTURYLINK 4871 Corporate St. S.W. Canton OH Multiple 2 Accounts Dedicated CENTURYLINK 50 US Highway #46 Totowa NJ Internet CENTURYI,INK 521 8th Street S.W. Auburn WA B CENTURI'LINK 530 Marvel Road Salisbury MD Multiple 2 Accounts Distributers, Inc CENTURI'LINK 6251 Los Rios Way Ft. Myers FL CENTURYLINK 6720 S Alvemon Way Tucson AZ Multiple 2 Accounts CENTURYLINK 7051 Stuart Ave. Jacksonville FL Multiple 2 Accounts Distributers, Inc CENTURYLINK 712 N. Main Street Mauldin SC Multiple 2 Accounts CENTURI'LNK 7433 N. Leadbetter Rd. Portland OR B Americarn Tire CENTURYLINK 7502 Seazs Blvd Pensacola FL Mulriple 2 Accounts CENTURYLINK 765 Warren Ave. Portland ME Mulriple 2 Accounts CENTURYLINK 810 West Howazd Lane Austin TX Mulriple 2 Accounts CENTURI'LINK 8701 San Mateo Slvd. N.E. Albuquerque NM B CENTURYLINK 8750 NW 36th St. Dora1 FL Multiple 2 Accounts CENTURI'LINK 880 Acorn Drive Harrisonburg VA Multiple 2 Accounts CENTURYLINK 9151 South Georgia St. Amazillo TX Dedicated Internet Amazillo CENTURI'LINK 916 Callahan Drive Knoxville TN Multiple 2 Accounts

45 Case Doc 8-3 Filed 10/04/18 Page 11 of 44 CENTURYLINK 917 Rosewood Drive Columbia SC Multiple 2 Accounts CENTURI'LINK 955 Aero Iaza Drive P Colorado CO X B Springs The Hercules Tire CEN'I'URYLINK INC 1995 Tiffin Ave. Findlay OH Multiple 2 Accounts $1,98838 &Rubber Company CF3AMPION ENERGY 1350 Scottsville Road Chili NY Electric SERVICES LLC $1, CHAMPION ENERGY 55 Commerce Avenue Albany NY Electric SERVICES LLC CF~ARTER COMMUNICATIONS CHATTANOOGA GAS COMPANY 1400E 8th St. North Platte NE Cable Internet $ Discovery Drive Chattanooga T'N Natural Gas $ CINCINNATI BELL 4520 LeSaint Ct. Fai~eld OH Multiple 2 Accounts $83.57 CITIZENS ENERGY 2855 Fortune Circle West, GROUP Building No West Howazd Lane, Tech CITY OF AUSTIN Ridae Building four 3B Indianapolis IN Multiple 2 Accounts $ Austin TX Electric $1, CITY OF BEAUMONT 4945 Fannett Road Beaumont TX Multiple 2 Accounts $57.71 CITY OF BRISTOL 410 Centu Ly Court Pine Y Flats TN Sewer $12.47 CITY OF BURLINGTON 3020 Tucker Street Extension Burlington NC Multiple 2 Accounts $90.50 CITY OF BYRON 110 Reynolds Dr. Byron GA Multiple 2 Accounts $ CITY OF GASPER 1991 Dunlap Way Casper WY Mulriple 3 Accounts $ CITY OF CLANTON 4871 Corporate Street S.W., 1829 Ho le Canton OH Multiple 5 Accounts $g.p~ CITY OF COLUMBIANA 917 Rosewood Drive Columbia SC Multiple 2 Accounts $4.67 CITY OF CORPUS CHRISTI 1301 S. Navigation Boulevazd Corpus Christi TX Multiple 4 Accounts $ CITY OF FINDLAY 6000 Fostoria Avenue Findlay OH Multiple 3 Accounts $ CITY OF FLORENCE 1611 Otis Way Florence SC Mulriple 3 Accounts $ Distribu ors, Inc CITY OF FORT MYERS Metro Parkway, Back Building Fort Myers FL Multiple 3 Accounts $ CITY OF GRAND 2139 Sond Street Grand Junction CO Sewer $161.49

46 Case Doc 8-3 Filed 10/04/18 Page 12 of 44.,..... JUNCTION CITY OF gg0 Acorn Drive Harrisonburg VA Multiple 4 Accounts $1, HARRISONBURG CITY OF LINCOLN 1415 West Commerce Way Lincoln NE Mulriple 2 Accounts $60.03 CITY OF MEDFORD 4689 Indust ry Drive Medford OR Sewer $ CITY OF NAMPA 1404 E. Fazgo Avenue Nampa ID Mulriple 3 Accounts $ CITY OF NOVI Regency Drive Novi MI Multiple 2 Accounts $1, Americarn Tire 340 East Mahn Court, CITY OF OAK CREEK Oak Creek WI Mulriple 2 Accounts $ Distributers, Inc Milwaukee Cotmry Americata Tire CITY OF OKLAHOMA 5101 S.Council Road Oklahoma OK Multiple 2 Accounts $77.14 CITY X502 Sears Boulevard, Olive CITY OF PENSACOLA pensacola FL Natural Gas $17.92 Road Industrial Pazk CITY OF RALEIGH 1615 Wolfpack Lane Raleigh NC Multiple 4 Accounts $ CITY OF RICHLAND 500 Highway 49 South Richland MS Multiple 2 Accounts $ CITY OF RICHMOND 1806 Jefferson Davis Highway Richmond VA Multiple 4 Accounts $1, (VA ~ericati Tire CITY OF ROANOKE TX 300 Freedom Drive Roanoke TX Multiple 3 Accounts $ CITY OF SALISBURY 530 Marvel Road Salisbury MD Multiple 2 Accounts $2, , 4091 & 4089 Highway CITY OF SAN ANGELO San Angelo TX Multiple 3 Accounts $ North CITY OF SANTA FE Santa Fe Orden Drive CA Water $7417 SPRINGS Springs 5000 Capital Road, Paramount CITY OF SHAFTER Shaffer CA Mulriple 3 Accounts $ Logistics Park ~ericam Tire CITY OF ST LOUIS PARK 5100 West 35th Street St. Louis Pazk MN Multiple 2 Accounts $ ~erica~ Tire CITY OF TAMPA E le Falls Place Tama FL Water =2 $38.48 ~ p UTILITIES CITY OF TUCSON 6720 S Alvemon Way Tucson AZ Multiple 2 Accounts $ North Garnett Road, CITY OF TULSA Tulsa OK Multiple 3 Accounts $472,7 Greenhill Distribution Center I CITY OF WEST FARGO 1907 N.W. 4th Avenue West Faro g ND Mulri P le 3 Accounts $ CITY OF WILSON 2820 Commerce Road Wiison NC Mulriple 3 Accounts $1,

47 ....: r. ff CITY OF WINSTON- SALEM,.....: r... f ~.fi: ' ffff~l :f~ff'f' ~ f f ~/f f ~ `' F '`~f~f.~ }~yyx l ' ~~ ~ f f` ~ ~^f'f' f<<'~~' ` ~' f Y:......~. :,.: :. 250 Northstar Drive Rural Hall NC Multiple 2 Accounts $79.10 CITY OF WOLFFORTH 8814 Senator Circle Wolfforth TX Multiple 2 Accounts $ CITY UTILITIES 2830 E. Jean Street Springfield MO Multiple 4 Accounts $3, l ~ f ~j 3'~..,: ~erican'i'ire 512 JF Smith Avenue, JF CLECO POWER LLC Smith Business Park, St. Slidell LA Multiple 2 Accounts $2, Tammany Parish COLORADO SPRINGS Colorado 955 Aeroplaza Drive UTILITIES Springs CO Multiple 2 Accounts $1, O'Connell Way, COLtIMBIA GAS OF MA Crossroads Commerce Center, E. Taunton MA Multiple 6 Accounts $ Building B COLUMBIA GAS OF OHIO COLUMBIA GAS OF OHIO COLUMBIA GAS OF PA COMCAST CORPORATION 200 Orange Point Drive Lewis Center OH Natural Gas $1, Fostoria Avenue Findlay OH Natural Gas ~i91 Sweeney Drive, Building 1402A Mills B. Lane Blvd. ~ Clinton PA Mulriple 2 Accounts $ Savannah GA Cable Internet $ Sergo Drive, Suite A100 COMED McCook IL Electric $1, and Suite A Commerce Avenue, A, CONEDISON SOLUTIONS B C Moorpark CA Multiple 6 Accounts $2, Prestige Park Road East Hartford CT Multiple 3 Accounts $1,73735 NATIJRAL GAS CORD 29 Jack's Bridge Road Londonderry NH COMMI.JNICATIONS INC $8020 American. Tire X65 Warren Ave. Portland ME Distributors,Inc Distributors,Inc CONNECTICUT CONSOLIDATED CONSOLIDATED CONSTELLATION Pocomoke Court, CONSTELLATION Baltimore MD Electric Wilshire Boulevazd Edgewood NY Electric CONSTELLATION 2291 Sweeney Drive, Building Clinton PA Electric 1-2CSDPSZ NEWENERGY INC # 1 $4, CONSTELLATION 300 Railhead Road, Railhead Fort Worth TX Electric 1-ZLPZOIF CONSTELLATION CONSTELLATION 4625 Hollins Ferry Road Baltunore MD Electric Marvel Road Salisbury MD Electric Americazr Tire AmericarIl Tire Case Doc 8-3 Filed 10/04/18 Page 13 of 44 NEWENERGY INC Industrial Park, Tarrant County NEWENERGY INC Distributors,Inc NEWENERGY INC Distributors,Inc CONSTJMERS ENERGY Regency Drive Novi MI Natural Gas $ Distributors,Inc CONI1ViINICATIONS INC Distributors,Inc NEWENERGY INC Building 5 NEWENERGY INC

48 .:.: , ~;.: :. f. ~,~f~ ff.,k. ~k.... _ :.,',..... `... ~ ~` ~. f w~ COUNTY OF HENRICO VIRGINIA 1806 Jefferson Davis Highway Richmond VA Multiple 4 Accounts $ f Fb ~~ ~ ~ ~/ i F`.G/l" ~~' N. Green Mountain CPS ENERGY Road, Green Mountain San Antonio TX Multiple 2 Accounts $2,63139 Buisiness Park CUCAMONGA COUNTY WATER DISTRICT Dayton Drive, Rancho Cucamonga Distribution Center,San Bernardino Rancho CA Multiple 3 Accounts $95.80 DELAWARE COiTNTY REGIONAL SEWER 200 Orange Point Drive Lewis Center OH Sewer C $8936 DISTRICT ~ DEL-CO WATER CO INC 200 Orange Point Drive Lewis Center OH Water $26.79 DELMARVA POWER 530 Marvel Road Salisbury MD Multiple 2 Accounts $ DENTON ELECTRIC INC R~ 3 Webbs Chapel Church Denver NC Electric TBD $3, DIRECTV 2900 West Business Hwy 83 McAllen TX Electric $ DOMINION EAST OHIO DOMINION ENERGY 4871 Corporate Street S.W., DOMINION VIRGINIA Harry J Parrish POWER Boulevazd DOMINION VIRGINIA DOMII~tION VIRGINIA Canton OH Multiple 2 Accounts $g22 ~ South 4650 West Salt Lake City UT Natural Gas $1, $6,38333 DTE ENERGY Regency Drive Novi MI Electric $2, DUKE ENERGY DUKE ENERGY PROGRESS DtTKE ENERGY 13 $1, $3, Distributary, Inc ~ericarn Tire Americazt Tire ~erica~i Tire Case Doc 8-3 Filed 10/04/18 Page 14 of 44 Cucamonga 1829 Ho le Distributors,Inc X12 North Main Street Mauldin SC Multiple 2 Accounts $2, ~~ f~. ~. <<3 ff"f ~.` if f` ''%~~if ~' ~"~~~ UTAH Distributors,Inc Manassas VA Multiple 16 Accounts 1806 Jefferson Davis Highway Richmond VA Multiple 2 Accounts POWER Distributors,Inc 4554 Progress Road Norfolk VA Electric POWER Distributors,Inc DUKE ENERGY 250 Northstar Drive Rural Hall NC Electric DUKE ENERGY 3020 Tucker Street Extension Burlington NC Multiple 2 Accounts DUKE ENERGY 4047 Perimeter West Drive Chazlotte NC Multiple 2 Accounts CAROLINAS Distributors,Inc 1611 Otis Way Florence SC Multiple 2 Accounts 1615 Wolfpack Lane Raleigh NC Mulriple 2 Accounts PROGRESS DUKE ENERGY 205 Vista Industrial Drive Arden NC Multiple 2 Accounts

49 PROGRESS DUKE ENERGY DI7KE POWER DUQUESNE LIGHT 2291 Sweeney Drive, Building 2405 Wrightsville Avenue Wilminb on NC Mulriple 3 Accounts g~51 Skinner Court Orlando FL Multiple 3 Accounts $1, EARTHLINK BUSINESS 220 O'Connell Way East Taunton MA Clinton PA Electric $ B~iness Line EARTHLINK MiJNICIPAL EAST SPOKAi~1E WATER EASTSIDE UTILITY EASYLINK SERVICES 126 S. David Street Spokane Valley WA Water $22.15 '7150 Discovery Drive Chattanooga TN Multiple 3 Accounts $ EASYLINK SERVICES NE Points Drive Bldg 2, EASYLINK SERVICES EASI'LINK SERVICES EASI'LINK SERVICES EASYLINK SERVICES EASYLINK SERVICES EASYLINK SERVICES INTERNATIONAL CORD EASYL,INK SERVICES EASYI.INK SERVICES EASYLINK SERVICES INTERNATIONAL CORD EASYLINK SERVICES EASYLINK SERVICES 1009 E. Amidon St. Siowc Falls SD Mulriple 2 Accounts Kirkland WA Multiple 2 Accounts 110 Reynolds Drive Byron GA E-Fax EasyLink-Hillary Love Dayton Dr. Rancho CA Mulriple 2 Accounts Miramaz Pazkway Miramar FL Multiple 9 Accounts 1200 E. 12th Street N. Little Rock AR E-Fax EasyLink- John Lipin 121 Wilshire Blvd. Edgewood NY E-Faac EasyLink-Bryan Perlin Herbert Wayne Ct Huntersville NC Multiple 67 Accounts 1301 S Navigation Blvd. Corpus Christi TX E-Fax E. Euclid Ave. Spokane WA E-Fax 1701 Vantage Drive Carrollton TX Multiple 2 Accounts 1815 South 4650 West Salt Lake City UT Multiple 6 Accounts 1910 N Devlin Way Nampa ID Broadcast Fax MBUTLERl (830) 14 Case Doc 8-3 Filed 10/04/18 Page 15 of 44 PROGRESS Distributors,Inc COMPANY Distributors,Inc COMPANY #1 Distributozs, Inc ITTILITY DISTRICT Distributors,Inc DISTRICT DISTRICT Distributary, Inc INTERNATIONAL CORD INTERNATIONAL CORF Suite 400 Distributary, Inc INTERNATIONAL CORD INTERNATIOI~TAL CORD Cucamonga INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD $2, EasyLink- Warner Americazi Tire INTERNATIONAL CORD Koskiniemi EasyLink- Shelly America~Y Tire INTERNATIONAL CORD Graham America~~ Tire Annerican Tire INTERNATIONAL CORD INTERNATIONAL CORD EASYLINK SERVICES 2001 S. 15th Ave. Phoenix AZ Broadcast Fax RSHELTON (308) Americam Tire

50 Case Doc 8-3 Filed 10/04/18 Page 16 of 44 INTERNATIONAL CORD EASYLINK SERVICES INTERNATIONAL CORD EASI'LINK SERVICES INTERNATIONAL CORD EASYLINIC SERVICES INTERNATIONAL CORD EASYLINK SERVICES INTERNATIONAL CORD EASYLINK SERVICES INTERNATIONAL CORD EASI'LINK SERVICES INTERNATIONAL CORD EASYI,INK SERVICES INTERNATIONAL CORD EASYLINK SERVICES 205 Vista Blvd. Arden NC Multiple 2 Accounts 2139 Bond Street Grand Junction CO Multiple 3 Accounts 2155 Barrett Park Drive N.W. Kennesaw GA Multiple 3 Accounts 2291 Sweene Drive Bld #1 Y g Clinton PA Broadcast Fay DWELLARD Aurora Road Bedford Heights OH Multiple 2 Accounts 2400 Main Street Chula Vista CA E-Fax EasyLink-Allison Hale 250 Lillazd Dr. S arks p NV E-Fa~c Easylink-Tim Kelleher Americas Tire EasyLink- Teresa Z50 Northstar Drive Rural Half NC E-Fax INTERNATIONAL CORD Braswell EASYLINK SERVICES Regency Drive Novi MI Mulriple 3 Accounts Distribueors, Inc INTERNATIONAL CORD EASI'LINK SERVICES 2g20 Commerce Rd. South Wilson NC E-Fax EasyLink- Carter Vick INTERNATIONAL CORD EASYLINK SERVICES Zg30 E. Jean Street Springfield MO E-Fax EasyLink- Andy Stapp Distribu ors, Inc INTERNATIONAL CORD EASYLINK SERVICES 2855 Fortune Circle West Bldg EasyLink- Michalene Indian olis IN E-Fax INTERNATIONAL CORD 34 ~ Stabler Distribu'~ors,Inc EASYI,INK SERVICES EasyLink-David 3020 Tucker Street Extension Burlington NC E-Fax INTERNATIONAL CORD Willoughby. EASI'LINK SERVICES 3064 S. Chestnut Ave. Fresno CA E-Fax EasyLink- Glenn Flath INTERNATIONAL CORD EASYLINK SERVICES 3075 Southpark Slvd. Ellenwood GA Multiple 3 Accounts INTERNATIONAL CORD EASYLINK SERVICES 3099 Fin er Mill Road Lincolnton NC E-Fax EasyLink-Chris Stone INTERNATIONAL CORD g EASYLINK SERVICES EasyLink- Michael 340 E. Mahn Ct. Oak Creek WI E-Fax INTERNATIONAL CORD Gustafson EASYLINK SERVICES 390 East 55th Avenue Denver CO Multiple 3 Accounts INTERNATIONAL CORD EASI'LINK SERVICES INTERNATIONAL CORD 3921 East 19th Street Texarkana AR E-Fax Thurston EASYLINK SERVICES 3971 Veronica S Shoemaker FL E-Fax EasyLink- Cazolyn Scott Ft. M ers y INTERNATIONAL CORD Blvd. EASYLINK SERVICES 4370 South Mendenhall Rd. Memphis TN Multiple 3 Accounts INTERNATIONAL CORD EASYLINK SERVICES INTERNATIONAL CORD 4410 E ale Falls Place ~ Tama FL E-Fax EasyLink- Gina Watts p EasyLink- Toneal 15

51 ~., f y~.. f.~?' 1M', 'f ".,g~~;'y."' f ~h ~6`fdNif`k,`f./aexi! EASYLINK SERVICES EasyLink- Patsy 4702 Blvd. Roanoke VA E-Fax INTERNATIONAL CORD Hutchinson EASYLII`TK SERVICES EasyLink- Shaffer 4750 Fanucchi Way Shaffer CA E-FaY INTERNATIONAL CORD Adjustmenu EASYT.INK SERVICES 5025 N.Royal Atlanta Dr. Tucker GA Multiple 10 Accounts INTERNATIONAL CORD EASYLINK SERVICES 512 J.F. Smith Avenue Slidell LA E-Fax EasyLink-Brian Messick INTERNATIONAL CORP EASI'LINK SERVICES 521 8th Street S.W. Auburn WA Broadcast Fax AMERICANTIRE INTERNATIONAL CORD EAS'YLINK SERVICES 521 Harding Industrial Drive ~ Nashville TN Multiple 2 Accounts EASI'LINK SERVICES EASYI,INK SERVICES EASYLINK SERVICES EASYLINK SERVICES EASYLINK SERVICES EASYLIIQK SERVICES EASYLINK SERVICES EASI'LINK SERVICES EASI'LINK SERVICES EASYLINK SERVICES 530 Marvel Road Salisbury MD E-Fax EasyLink- Matt Major 6240 Martin Lake Road NW Huntsville AL Broadcast Fax JWAGES Dado Street San Jose CA Mulriple 2 Accounts '7051 Stuart Ave. Jacksonville FL Mulriple 3 Accounts 712 N. Main Street Mauldin SC Multiple 3 Accounts X433 N Leadbetter Rd. Portland OR E-Fax EasyLink-Dave Sword g~01 San Mateo Blvd NE Albuquerque NM E-Fax EasyLink-Bret Childers g~51 Skinner Court Orlando FL Multiple 4 Accounts gg14 Senator Circle Wolfforth TX E-Faac 955 Aeroplaza Drive Colorado CO E-Fax EasyLink- Kevin Stender Americas Tire EasyLink- Marcos EL PASO ELECTRIC Mercantile, Suite 100 EI Paso TX Electric $1, Emerald Coast Utilities 7502 Sears Boulevard, Olive Pensacola FL Multiple 2 Accounts $ Case Doc 8-3 Filed 10/04/18 Page 17 of 44 INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD Distributers, Inc INTERNATIONAL CORD INTERNATIONAL CORD EASYLINK SERVICES ~ 150 Discovery Drive Chattanooga TN Mulriple 4 Accounts INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD INTERNATIONAL CORD Medellin INTERNATIONAL CORD Springs ELECTRIC POWER BOt1RD OF 7150 Discovery Drive Chattanooga TN Electric $2, CHATTANOOGA Authority Road Industrial Pazk and Herbert ENERGY UNITED Wayne Court, Soyce Building, Huntersville NC Multiple 7 Accounts $7, Smith Building ENTERGY Manchac Pazk Lane Baton Rouge LA Multiple 2 Accounts $4, f ~

52 Case Doc 8-3 Filed 10/04/18 Page 18 of 44.. f ~ l kf1 ~.. 1y~.{ f :` ~ '.. f qyyy ~, 333.s y> :. f 1W ' ~,~Ij'~ fl~'. ENTERGY 4945 Fannett Road Beaumont TX Electric ,, F ENTERGY 500 Highway 49 South Richland MS Electric EVERSOURCE Prestige Park Road East Hartford CT Electric S $3, EVERSOURCE 29 Jack's Bridge Road Londonderry NH Electric EXECtTLINK TELECOM N/A Multiple TBD $4,45425 FAIRPOINT COMMUNICATIONS FPL 103rd Avenue North, 601 N/A Multi p le TBD $ Royal Palm Beach FL Electric $5, Americas Tire FPL Miramar Parkway, 500 Miramaz FL Electric Americaza Tire NE Points Drive Sldg 2, FRONTIER Kirkland WA Multiple 3 Accounts Suite 400 Rancho Dayton Dr. CA FRONTIER Cucamonga Measured Rate Santa Fe Orden Dr. CA FRONTIER $rings Measured Rate FRONTIER South Gessner Road Missouri City TX FRONTIER 1350 Scottsville Rd. Rochester NY FRONTIER 1701 Vantage Drive Carrollton TX Multiple 2 Accounts $1, FRONTIER Prestige Park Road East Hartford CT FRONTIER 200 Orange Point Dr. Lewis Center OH FRONTIER 305 Erie Ave. Morton IL Measured Rate FRONTIER 4093 Highway 67 North San Angelo TX Multiple 3 Accounts FRONTIER 4410 Eagle Falls Place Tampa FL Mulriple 2 Accounts GEORGIA POWER 110 Re nolds Dr. B ron GA Electric COMPANY y Y ~ericam Tire ~~~~Y GEORGIA POWER 2122 Noland Connector Road Augusta GA Multiple 2 Accounts $6,93523 GEORGIA POWER Barrett Park Drive, COMPANY Suite 215 Americas Tire Kennesaw GA Electric

53 GEORGIA POWER 3075 Southpark Boulevazd, GEORGIA POWER 5025 North Royal Aflanta GLOBAL ACCESS INC Dayton Dr. Rancho Cucamonga CA GLOBAL ACCESS INC 2600 Goodrick Ave. Richmond CA GLOBAL ACCESS INC 3064 S. Chestnut Ave. Fresno CA GLOBAL ACCESS INC 4554 Progress Road Norfolk VA GRANITE Online Fax License License Online FaY License Online Fax License GRANITE 121 Wilshire Blvd. EdQewood NY TELECOMMUNICATIONS b GRANITE 300 Harris Dr. Poca WV GRANITE GRANITE GREEN MOiJNTAIN 1701 Vantage, Suite 102 and GREENVILLE WATER SYSTEM HALLSDALE-POWELL 530 Marvel Road Salisbury MD gg0 Acorn Drive Harrisonburg VA 22gp2 f ~/ Loorz ~pazker $ $ Carrollton TX Electric $2, Callahan Road Knoxville 1'N Multiple 2 Accounts $86.12 f.. ~erican'i'ire Distributors, ~~ican Tire Case Doc 8-3 Filed 10/04/18 Page 19 of 44 ENERGY 103 UTILITY DISTRICT HANCOCK-WOOD 6000 Fostoria Avenue Findlay OH Multiple 2 Accounts $2, Americaai Tire Inc Road Industrial Park X12 North Main Street Mauldin SC Multiple 3 Accounts $68.00 GULF POWER COMPANY X502 Seazs Boulevard, Olive pensacola FL Multiple 2 Accounts $1, Ellenwood GA Electric COMPANY Suite 100 Tucker GA Electric COMPANY Drive GEXA ENERGY 860 Greens Pazkway, Suite100 Houston TX Electric $ ~ pnly - Banuelos GLOBAL ACCESS INC Herbert Wayne Ct Huntersville NC Multiple 27 Accounts Online Fa~c D Munoz GLOBAL ACCESS INC 3099 Finger Mill Roxi Lincolnton NC Mulriple 2 Accounts GLOBAL ACCESS INC 4632 Raley Blvd. Sacramento CA Mulriple 5 Accounts GLOBAL ACCESS INC 5100 Commerce Ave. Moorpark CA Multiple 5 Accounts GLOBAL ACCESS INC 645 Dado Street San Jose CA Multiple 10 Accounts GRAND VALLEY POWER 2139 Bond Street Grand Junction CO Multiple 2 Accounts $1, TELECOMMUNICATIONS Distributors,Inc Harry J. Parrish Blvd. Manassas VA Multiple 3 Accounts TELECOMMUNICATIONS TELECOMMIJivICATIONS Distributors,Inc TELECOMMUNICATIONS Distributors,Inc

54 Case Doc 8-3 Filed 10/04/18 Page 20 of 44 ELECTRIC COOPERATIVE FiARRISONBURG ELECTRIC gg0 Acom Drive Harrisonburg VA Electric $1,63822 HRUSS 4554 Progress Road Norfolk VA Multiple 3 Accounts $ Ht7NTSVILLE UTILITES 6240 Mastin Lake RoadN.W Huntsville AL Multiple 5 Accounts $1, IDAHO POWER CO 1404 E. Fargo Avenue Nampa ID Electric $ INDIANAPOLIS POWER 2855 Fortune Circle West, & LIGHT COMPANY Building No. 34 INTERMOiTNTAIN GAS 1404 E. Faz o Avenue COMPANY g Indianapolis IN Multiple 2 Accounts $2, Nam a ID Natural Gas $ P., Distribugors, Inc DistribuTors, Inc Disixibutors, Inc JEA 7051 Stuart Avenue Jacksonville FL Multiple 3 Accounts $2, JOHNSON CITY 410 Century Court Piney Flats TN Multiple 2 Accounts $ JOINTLY OWNED 110 Re nolds Dr. B ron GA Natural Gas $83.50 NATIJRAI, GAS y y KANSAS CITY POWER & N. Kentucky Kansas City MO Electric $1, LIGHT COMPANY Avenue KANSAS GAS SERVICE 5015 S. Water Circle Wichita KS Natural Gas $ KNOXVILLE UTILITIES 916 Callahan Road Knoxville TN Multiple 3 Accounts $2, BDARD LEVEL N.E. Points Drive Bldg Dedicated Kirkland WA g / COMMiTNICATIONS LLC 2, Suite 400 Internet Distributors,Inc LEVEL Herbert Wayne Ct. Huntersville NC Multiple 2 Accounts COMMiTNICATIONS LLC $10, LEVEL 3 Dedicated 3310 Old Lexington Rd. Winston Salem NC / COMMUNICATIONS LLC Internet LEVEL 3 Dedicated 465 Chazles Babbage Ln. Kannapolis NC BDKQ8273 COMMtTNICATIONS LLC Internet LIBERTY ITTILITIES 29 Jack's Bridge Road Londonderry NH Natural Gas $1, LINCOLN COUNTY 3099 Finger Mill Road Lincolnton NC Multiple 5 Accounts $10,37832 LINCOLN ELECTRIC 1415 West Commerce Way Lincoln NE Electric $2, SYSTEM LOUISVILLE GAS & 8169 & 8173 National Louisville KY Multiple 4 Accounts $2, ELECTRIC CO Turn Ike, Building 3 MALAGA COUNTY 3064 S Chestnut Avenue Fresno CA Multiple 3 Accounts $1, WATER DISTRICT MANCHESTER WATER Water TBD $

55 Case Doc 8-3 Filed 10/04/18 Page 21 of 44.:.::.:::. :.,;.:::... f,...,.:....:.:.:,. : ;... ;.:.:.: ~ ~.. ~, :~ ~~~. ;..,: f~,.:...., ~:~ ::. WORKS MCALLEN PUBLIC 2900 West Business Hwy 83 McAilen TX Multiple 3 Accounts $ UTILITIES MEDFORD WATER 4689 Industry Drive Medford OR Multiple 2 Accounts $ COMMISSION MEMPHIS LIGHT GAS & 4370 Mendenhall Road, Suites Memphis TN Multiple 5 Accounts $1, WATER DIVISION 4-12 METRO WATER 2900 West Business Hwy 83 McAllen TX Multiple 2 Accounts $ SERVICES iviidamerican ENERGY 1009 East Amidon Street Sioux Falls SD Natural Gas COMPANY $1, MIDAMERICAN ENERGY 3915 Delawaze Avenue, Suite Des Moines IA Multiple 2 Accounts COMPANY 5 MOBILE COUNTY 5240 Willis Road Theodore AL Multiple 2 Accounts $24g.2~ MONTGOMERY WATER ggl Roy Hodges Boulevazd Montgomery AL Mulriple 2 Accounts $ WORKS MORTON UTILITIES 305 Erie Avenue Morton IL Multiple 6 Accounts $g2p,2~ MP2 ENERGY TEXAS 300 Freedom Drive Roanoke TX Multiple 3 Accounts $4, LLC NASHVILLE ELECTRIC 521 Hazding Industrial Drive Nashville TN Mulriple 7 Accounts $2, SERVICE NATIONAL GRID 121 Wilshire Boulevazd Edgewood NY Natural Gas $2, NATIONAL GRID 55 Commerce Avenue Albany NY Multiple 2 Accounts Americazi Tire NEW MEXICO GAS g~01 San Mateo Boulevazd Albu uer ue NM Multi le 2 Accounts $80.93 q q p COMPANY NEX-TECH 5800 Vine Street Hayes KS Multiple 2 Accounts $61.23 NICOR GAS 9450 Sergo Drive, Suite A100 and Suite A200 McCook IL Natural Gas $ NORTH LITTLE ROCK North Little 1200 E. 12th Street ~ Electric $1, ELECTRIC Rock NTS COMMUNICATIONS 8814 Senator Circle Wolfforth TX Multiple 8 Accounts $ ~ericam Tire NTS COMMiJNICATIONS 9151 South Georgia St. Amarillo TX Mulriple 6 Accounts NV ENERGY 250 Lillard Drive S arks NV Electric p $2, NV ENERGY 3101 N. Lamb Boulevard Las Ve g as NV Electric NW NATURAL N. Leadbetter Rd, Mazine Drive Distribution portland OR Natural Gas $ ~

56 Case Doc 8-3 Filed 10/04/18 Page 22 of <. ~.: f : 5» :.... :: '~..., f f.:. ~ ~ f f ~, i,e'... '. x f..~....::... :.... ~... " Center OKLAHOMA GAS & 5101 S.Council Road Oklahoma OK Electric $1, ELECTRIC COMPANY OKLAHOMA NATURAL 4223 North Garnett Road, Tulsa OK Natural Gas GAS Greenhill Distribution Center I $ OKLAHOMA NATURAL 5101 S.Council Road Oklahoma OK Natural Gas Distributogs, Inc GAS ORLANDO UTILITIES 8751 Skinner Court Orlando FL Multiple 2 Accounts $ COMNI (OUC) PACIFIC GAS AND 2600 GoodrickAvenue Richmond CA Multiple 2 Accounts ELECTRIC COMPFINI' PACIFIC GAS AND 3064 S Chestnut Avenue Fresno CA Multiple 5 Accounts ELECTRIC COMPANY PACIFIC GAS AND 4632 Raley Boulevard Sacramento CA Natural Gas ELECTRIC COMPANY $25, PACIFIC GAS AND 5000 Capital Road, Paramount Shaffer CA Electric ELECTRIC COMPANY Logistics Park PACIFIC GAS AND 635 and 645 Dado Street San Jose CA Multiple 5 Accounts ELECTRIC COMPANY PACIFIC GAS AND ELECTRIC COMPANY 7600 District Boulevard, Suite Bakersfield CA Multiple 2 Accounts B PACIFIC POWER 1991 Dunlap Way Casper WY Electric $ PACIFIC POWER 4689 Industry Drive Medford OR Electric Distributers, Inc PALM BEACH COUNTY Royal Palm 103rd Avenue North, 601 FL Mulriple 2 Accounts $ WATER UTILITIES DEPT Beach PECO ENERGY g Lee Boulevard, Suite 200 Malvern PA Multiple 2 Accounts $2, COMPANY and Herbert PIEDMONT NATURAL Wayne Court, Boyce Building, Huntersville NC Multiple 8 Accounts GAS CO INC Smith Building Americazz Tire PIEDMONT NATURAL Zg20 Commerce Road Wilson NC Natural Gas GAS CO INC PIEDMONT NATURAL 3020 Tucker Street Extension Burlington NC Natural Gas $3, GAS CO INC PIEDMONT NATURAL 3099 Finger Mill Road Lincolnton NC Multiple 2 Accounts GAS CO INC PIEDMONT NATiJRAL 4047 Perimeter West Drive Charlotte NC Multiple 2 Accounts GAS CO INC PIEDMONT NATURAL 521 Hazding Industrial Drive Nashville 'I'N Natural Gas GAS CO INC pnm 8701 San Mateo Boulevazd Albuquerque NM Multiple 2 Accounts $1, PORTLAND GENERAL N Leadbetter Rd, Portland OR Multiple 4 Accounts $