NOTICE AND INSTRUCTION FORM 1 to the Holders (the Pre-Petition Noteholders ) of the 10-1/4% Senior Subordinated Notes due 2022 (CUSIP Nos. 00214T AA 6 and U04695 AA 7) (the Subordinated Notes ) issued under that certain Senior Subordinated Notes Indenture, dated as of February 25, 2015 (as amended, modified, restated or supplemented, the Subordinated Notes Indenture ) of AMERICAN TIRE DISTRIBUTORS, INC., as Issuer and to the Lenders (the Pre-Petition Term Lenders ) under that certain Credit Agreement, dated as of March 28, 2014 with AMERICAN TIRE DISTRIBUTORS, INC., as Borrower and the other parties thereto (as amended, modified, restated or supplemented, the Pre-Petition Term Loan Agreement and the loans thereunder, the Pre-Petition Term Loans ) with respect to the Opportunity to Participate as a U.S. Junior FILO Lender in the U.S. Junior FILO Facility 1 Capitalized terms used herein and not defined shall have the meanings assigned to them in the Syndication Procedures.
IMPORTANT NOTICE REGARDING THE OPPORTUNITY TO PARTICIPATE AS A U.S. JUNIOR FILO LENDER IN THE U.S. JUNIOR FILO FACILITY IF YOU ELECT TO PARTICIPATE AS A U.S. JUNIOR FILO LENDER IN THE U.S. JUNIOR FILO FACILITY, YOU WILL BE ENTERING INTO A BINDING LEGAL COMMITMENT WITH AMERICAN TIRE DISTRIBUTORS, INC. (THE COMPANY ). THIS OPPORTUNITY IS NOT BEING GIVEN TO ANY PERSON IN ANY JURISDICTION IN WHICH THE ACCEPTANCE OF THE OPPORTUNITY OR MAKING AN OFFER IN CONNECTION THEREWITH WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THIS OPPORTUNITY IS BEING GIVEN ONLY TO PERSONS WHO, AMONG OTHER THINGS, ARE EITHER (A) QUALIFIED INSTITUTIONAL BUYERS, AS SUCH TERM IS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN ENTITY IN WHICH ALL OF THE EQUITY INVESTORS ARE SUCH INSTITUTIONAL ACCREDITED INVESTORS. EXPIRATION TIME YOUR OPPORTUNITY TO ELECT TO BECOME A U.S. JUNIOR FILO LENDER IN THE U.S. JUNIOR FILO FACILITY WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 24, 2018 UNLESS EXTENDED OR EARLIER TERMINATED BY MUTUAL AGREEMENT OF THE COMPANY AND THE REQUIRED RSA FILO LENDERS (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE EXPIRATION TIME ). THERE ARE NO WITHDRAWAL RIGHTS ONCE THE SUBSCRIPTION FORM ATTACHED TO THIS NOTICE AND INSTRUCTION FORM IS VALIDLY DELIVERED OR YOU HAVE FUNDED YOUR ENTIRE DESIRED PARTICIPATION AMOUNT INTO THE ESCROW ACCOUNT, INCLUDING IN THE EVENT OF A MATERIAL CHANGE IN THE TERMS OF THIS OPPORTUNITY. IF THE COMPANY AND THE REQUIRED RSA FILO LENDERS MUTUALLY DETERMINE TO ALLOW YOU TO WITHDRAW YOUR COMMITMENT, ANY SUCH WITHDRAWAL WILL BE LIMITED AS SET FORTH IN ANY NOTICE THEREOF. YOUR PARTICIPATION IN THE OPPORTUNITY IS SUBJECT TO YOU PROVIDING ALL KNOW-YOUR- CUSTOMER INFORMATION AND OTHER DOCUMENTS REQUIRED BY THE AGENT AND THE AGENT S SATISFACTORY REVIEW OF SUCH INFORMATION AND DOCUMENTS (AS DETERMINED IN THE SOLE DISCRETION OF THE AGENT). IMPORTANT NOTE FOR PRE-PETITION NOTEHOLDERS: YOUR SUBSCRIPTION DOCUMENTS MUST BE RECEIVED BY YOUR NOMINEE WITH SUFFICIENT TIME TO ALLOW YOUR NOMINEE TO COMPLETE THE NOMINEE CERTIFICATION ON YOUR BEHALF AND DELIVER IT TO THE INFORMATION AGENT BY THE EXPIRATION TIME. NO SUBMISSION OF A SUBSCRIPTION FORM OR RELATED SUBSCRIPTION DOCUMENTS WILL BE VALID IF DELIVERED AFTER THE EXPIRATION TIME. THE COMPANY AND THE REQUIRED RSA FILO LENDERS WILL MUTUALLY DETERMINE WHETHER A SUBSCRIPTION FORM TRANSMITTING AN ELIGIBLE HOLDER S (AS DEFINED BELOW) COMMITMENT TO PARTICIPATE IN THE U.S. JUNIOR FILO FACILITY AND RELATED SUBSCRIPTION DOCUMENTS HAVE BEEN VALIDLY SUBMITTED AND WHETHER TO ACCEPT ANY SUBSCRIPTION DOCUMENT THAT HAS NOT BEEN VALIDLY EXECUTED AND DELIVERED. 2
Attachments to this Notice and Instruction Form: Annex I Annex I-A Annex I-B Annex II Annex III Annex IV Annex V Annex VI Exhibit A Subscription Form Instructions for Completing the Subscription Form Nominee Certification (for Pre-Petition Noteholders Only) Master Assignment and Assumption Agreement to the DIP Loan Agreement Administrative Questionnaire Description of Required KYC Information Description of Required Tax Forms Designation Notice DIP Loan Agreement 3
Date: October 15, 2018 To: Pre-Petition Noteholders and Pre-Petition Term Lenders On October 4, 2018, American Tire Distributors, Inc. (the Company ), and certain of its affiliated debtor entities (together with the Company, each a Debtor and collectively, the Debtors ) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (as amended, the Bankruptcy Code ) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). In connection with the foregoing, on October 9, 2018, the Company entered into a Post-Petition Credit Agreement (the DIP Loan Agreement ) with (among others) certain Pre-Petition Noteholders, certain Pre-Petition Term Lenders and Bank of America, N.A. as Agent (the Agent ). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the DIP Loan Agreement, a copy of which is attached as Exhibit A to this Notice and Instruction Form. The Opportunity (as defined below) provides (i) Pre-Petition Noteholders that are not party to the DIP Loan Agreement to participate up to their pro rata portion (calculated as described below) of a principal amount of $125,000,0000 of the U.S. Junior FILO Facility (the Pre-Petition Noteholder Allocation ) based on the outstanding principal amount of Subordinated Notes owned by such Pre-Petition Noteholder as of the Record Date and (ii) Pre-Petition Term Lender that are not party to the DIP Loan Agreement to participate up to their pro rata portion (calculated as described below) of a principal amount of $125,000,000 of the U.S. Junior FILO Facility (the Pre-Petition Term Lender Allocation ) based on the outstanding principal amount of Pre-Petition Term Loans owned by such Pre-Petition Term Lender as of the Record Date. The pro rata portion shall be calculated as follows: (a) with respect to Pre-Petition Noteholders, the fraction (expressed as a factor) the numerator of which is the outstanding principal amount of Subordinated Notes owned by such Eligible Holder as of the Record Date and the denominator of which is the aggregate outstanding principal amount of all Subordinated Notes as of the Record Date, which amount is equal to $1,050,000,000; and (b) with respect to Pre-Petition Term Lenders, the fraction (expressed as a factor) the numerator of which is the outstanding principal amount of Pre-Petition Term Loans owned by such Eligible Holder as of the Record Date and the denominator of which is the aggregate outstanding principal amount of all Pre-Petition Term Loans as of the Record Date, which amount is equal to $694,800,000. You have received this Notice and Instruction Form because you indicated to the Information Agent that, as of 5:00 p.m., New York City time, on October 15, 2018 (the Record Date ) 2, you were a Pre-Petition Noteholder under the Subordinated Notes Indenture and/or a Pre-Petition Term Lender under the Pre-Petition Term Loan Agreement. Accordingly, you are being given notice of your opportunity (the Opportunity ) to be a U.S. Junior FILO Lender in the U.S. Junior FILO Facility, on the terms and subject to the conditions set forth in this Notice and Instruction Form and the Syndication Procedures. Notwithstanding the foregoing, only entities that are (i) either (A) qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act ), or (B) institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity investors are such institutional accredited investors, (ii) Pre-Petition Term Lenders and/or Pre-Petition Noteholders as of the Record Date (and their designees as provided below and in the Designation Notice), (iii) not the Borrower or Affiliates of the Borrower, and (iv) Eligible Assignees as defined in the DIP Loan Agreement, in each case may participate in the Opportunity. If you are not an Eligible Holder, you may not participate in the Opportunity. The Company and the Required U.S. Junior FILO Lenders shall mutually determine, in their absolute discretion, whether any entity is an Eligible Holder for purposes of participation in the Opportunity. For the avoidance of doubt, natural persons are not eligible to participate in the Opportunity. Each Eligible Holder has the right to designate, using the Designation Notice attached as Annex VI (the Designation Notice ), that one or more of its affiliates or funds or accounts that are managed, advised or sub-advised by such Eligible Holder or its affiliates (each, a Related Lender ) participate 2 For purposes of determining beneficial ownership of Pre-Petition Term Loans on the Record Date for participation in the Opportunity, such ownership shall be determined on the basis of both settled and unsettled trades, provided that, with respect to any unsettled trade of Pre-Petition Term Loans, the assignee shall provide evidence (such as a trade confirmation) reasonably satisfactory to counsel to the Company and the Required RSA FILO Lenders, which evidence reasonably establishes ownership of such Pre-Petition Term Loans (subject to recordation of assignment by the Agent). 4
as a U.S. Junior FILO Lender for some or all of its pro rata portion of the U.S. Junior FILO Loans and/or U.S. Junior FILO Commitments. Please use the subscription form attached hereto as Annex I (the Subscription Form ) to transmit your elections, if any. To participate in the Opportunity, you must, on or prior to 5:00 p.m., New York City time, on October 24, 2018 (the Expiration Time ): (i) complete and execute (a) the Subscription Form, (b) the Master Assignment and Assumption Agreement to the DIP Loan Agreement attached hereto as Annex II, (c) an Administrative Questionnaire attached hereto as Annex III, (d) all know-your-customer information and other documents required by the Agent as described in Annex IV hereto (the KYC Information ), (e) the applicable tax forms as described in Annex V hereto, and (f) such other documents as the Agent may reasonably require (collectively, the Subscription Documents ), (ii) deliver (or cause the delivery of) such Subscription Documents to Kurtzman Carson Consultants LLC (the Information Agent ) as instructed below, and (iii) fund your entire Desired Participation Amount, as indicated in Item 2b of the Subscription Form, plus a processing fee in the amount of $3,500 (the Subscription Funding ), in each case as further described herein. For the avoidance of doubt, to participate in the Opportunity, each Eligible Holder must fund their full Subscription Funding as described herein, and the Closing Payment (as defined below) shall be paid by the U.S. Borrowers promptly after the disbursement of funds from the Escrow Account as described herein. If you are a Pre-Petition Noteholder, you must provide the nominee holding your Subordinated Notes with sufficient time to allow your nominee to complete the nominee certification attached hereto as Annex I-B (the Nominee Certification ) on your behalf and deliver it to the Information Agent on or prior to the Expiration Time. If your Subordinated Notes are held through more than one nominee, please have each nominee complete a Nominee Certification for the respective Subordinated Notes held. The DIP Loan Agreement is attached hereto as Exhibit A and also available at https://www.kccllc.net/atd (by clicking on the link for DIP Syndication Materials ). The credit facilities under the DIP Loan Agreement consist of (i) an asset-based revolving credit facility for the U.S. Borrowers in the principal amount of up to $800 million (the U.S. Tranche 1 Facility ), (ii) an asset-based revolving credit facility for the Canadian Borrower in the principal amount of up to $165 million (the Canadian Tranche 1 Facility ), (iii) a first in last out asset based revolving credit facility for the Canadian Borrower in the principal amount of up to $15 million (the Canadian Tranche 2 Facility ) and (iv) a first in last out term loan facility for the U.S. Borrower in the principal amount of up to $250 million, which is the U.S. Junior FILO Facility. On October 9, 2018, the Initial U.S. Junior FILO Lenders funded $190 million of Initial U.S. Junior FILO Loans. Subject to the satisfaction or waiver of all applicable conditions precedent set forth in the DIP Loan Agreement, upon entry by the Bankruptcy Court of the Final DIP Financing Order, the U.S. Junior FILO Lenders are obligated to fund $60 million of the Delayed Draw U.S. Junior FILO Loans. The Opportunity described herein is with respect to the U.S. Junior FILO Facility, which consist of the Initial U.S. Junior FILO Loans and the Delayed Draw U.S. Junior FILO Loans. The U.S. Tranche 1 Facility and U.S. Junior FILO Facility are guaranteed by the U.S. Loan Parties and the Canadian Tranche 1 Facility and Canadian Tranche 2 Facility are guaranteed by the U.S. Loan Parties and Canadian Loan Parties. Upon an Event of Default, at the election by Agent or at the direction of Required Lenders, proceeds of Collateral shall be applied pursuant to Section 2.18(b) of the DIP Loan Agreement. The DIP Facility will mature on the earliest to occur of: (a) October 5, 2019; (b) 45 days after the entry of the Interim DIP Financing Order if the Final DIP Financing Order has not been entered on or before such date; (c) the date on which the commitments of the credit facilities under the DIP Loan Agreement are reduced to zero or otherwise terminated pursuant to the terms of the DIP Loan Agreement, whether by the Borrowers or, after the occurrence of an Event of Default by the Agent; (d) the effective date of any confirmed Acceptable Plan; (e) the date of filing by any Loan Party of a Chapter 11 Plan that is not an Acceptable Plan; (f) the date of entry of a Confirmation Order with respect to a Chapter 11 Plan that is not an Acceptable Plan; (g) the closing date on which all or substantially all of the collateral or the equity interests of any Loan Party are sold in one or more 363 Sales or are otherwise disposed of, or an order is entered by the Bankruptcy Court authorizing a sale or other transaction under Section 363 of the Bankruptcy Code that is opposed by the Agent, or at any time that no Event of Default exists, Required U.S. Junior FILO Lenders; (h) the date on which Agent, any Lender, or any other Secured Party is granted relief from the automatic stay with respect to all or a portion of the Collateral; (i) the acceleration of the maturity of the Loans, including as a result of the occurrence of any Event of Default; (j) the date on which any of 5
the Chapter 11 Cases is dismissed or converted by the Bankruptcy Court to a proceeding under Chapter 7; (k) the date on which Full Payment has been made of all of the Obligations and the Pre-Petition Obligations and the Commitments are terminated; (l) the date the Revolving Commitments are terminated in full for any reason whatsoever pursuant to the terms of this Agreement; and (m) the date on which any U.S. Junior FILO Lender fails to fund all or any portion of the Delayed Draw U.S. Junior FILO Loan when required under the terms of the DIP Loan Agreement (which amount is not promptly funded (and, in any event, within 5 Business Days) by another U.S. Junior FILO Lender). Interest on the U.S. Junior FILO Facility will accrue at a rate of the Adjusted LIBOR Rate plus 8.75% per annum or the Alternative Base Rate plus 7.75% per annum. With respect to the U.S. Junior FILO Facility, there is also a LIBOR floor of 1.00%. Interest is payable in cash on each applicable Interest Payment Date and on the Maturity Date, and is subject to default interest of an additional 2.0% per annum. Each funding of the U.S. Junior FILO Loans by the U.S. Junior FILO Lenders shall be accompanied by a closing payment in cash to the U.S. Junior FILO Lenders in an amount equal to two percent (2%) of the aggregate principal amount of U.S. Junior FILO Loans funded by such U.S. Junior FILO Lender (the Closing Payment ). Each repayment or prepayment of the U.S. Junior FILO Loans or the conversion of the U.S. Junior FILO Facility to the U.S. Junior FILO Exit Facility shall be accompanied by an exit payment in cash to the U.S. Junior FILO Lenders in an amount equal to one percent (1%) of the U.S. Junior FILO Loans repaid, prepaid or converted into the U.S. Junior FILO Exit Facility held by such U.S. Junior FILO Lender. Pursuant to Section 2.12(d)(ii) of the DIP Loan Agreement, so long as the RSA is in full force and effect, at the option of the Borrower Agent, which option shall be exercised no later than 10 days prior to the confirmation hearing for an Acceptable Plan that constitutes the RSA Plan, the U.S. Junior FILO Facility may be converted into U.S. Junior FILO Exit Facilities substantially on the terms set forth in the summary term sheet set forth in an exhibit to the Notice of Settlement filed with the Bankruptcy Court on October 5, 2018 [Docket No. 128] or on terms otherwise agreed to by the parties to the RSA pursuant to the terms of the RSA. The foregoing description of the U.S. Junior FILO Facility is a summary only and does not purport to be complete. It is subject to and qualified in its entirety by reference to the DIP Loan Agreement. Funds held in escrow will not accrue interest, nor will you accrue any interest on account of your pro rata share of the Initial U.S. Junior FILO Loans until closing of the Opportunity and this syndication. The Bankruptcy Court has not yet approved the Final DIP Financing Order. There can be no assurances that the Bankruptcy Court will approve the U.S. Junior FILO Facility on the terms set forth herein and in the DIP Loan Agreement or at all. Amendments, or modifications to, and/or waivers or consents under, the DIP Loan Agreement and the other DIP Loan Documents may be made from time to time in accordance with the terms thereof without the consent or approval of any Eligible Holder electing to participate in the Opportunity. A commitment to participate in the Opportunity may not be withdrawn by you, unless otherwise mutually determined by the Company and the Required RSA FILO Lenders. Additionally, the Company and the Required RSA FILO Lenders shall mutually determine whether any entity is an Eligible Holder for purposes of participation in the Opportunity. Your participation in the Opportunity is subject to you providing all know-your-customer information and other documents required by the Agent and the Agent s satisfactory review of such information and documents (as determined in the sole discretion of the Agent). Each Eligible Holder that intends to participate in the Opportunity as a U.S. Junior FILO Lender in the U.S. Junior FILO Facility must, prior to the Expiration Time, (i) deliver (or cause the delivery of) the duly executed Subscription Documents to the Information Agent and (ii) cause the amount of the Subscription Funding to be funded by such Eligible Holder to be sent by wire transfer of immediately available federal funds to an escrow account (the Escrow Account ) established by a third party escrow agent (as mutually agreed between the Company and the Required RSA FILO Lenders, the Escrow Agent ), according to the wire instructions to be provided by the Information Agent to Eligible Holders (and made available at https://www.kccllc.net/atd) at least three (3) business days prior to the Expiration Time. Funds held in the Escrow Account will not accrue interest. Subject to the terms of the escrow agreement, the Escrow Agent assumes no responsibility for the funds delivered to 6
the Escrow Account and shall be entitled to rely solely on the direction of the Company and the Required RSA FILO Lenders with respect to the disposition of such funds. Upon closing of the Opportunity and syndication, the Escrow Agent will promptly disburse the funds in the Escrow Account funded by participating Eligible Holders in accordance with the terms of the Syndication Procedures, Master Assignment and Assumption Agreement, DIP Loan Agreement and other relevant documentation relating to the U.S. Junior FILO Facility, and the Agent will update the register to reflect assignments consummated pursuant to the Master Assignment and Assumption Agreement. Before you deliver the executed Subscription Documents and wire funds to the Escrow Account, please carefully review (i) the filings on the Debtors docket with the Bankruptcy Court related to their Cases, available at https://www.kccllc.net/atd (the Bankruptcy Filings ), and (ii) the DIP Loan Agreement. Participating as a U.S. Junior FILO Lender in the U.S. Junior FILO Facility entails risks, including, but not limited to, the risk that the Company may be liquidated or may be unsuccessful in executing its business plan, and as a result may be unable to repay all or part of the Obligations under the U.S. Junior FILO Facility. The Debtors are operating as debtors-in-possession under Chapter 11. The risks inherent in lending to a company operating under Chapter 11 are materially higher than normal. As a result, the Debtors may be unable to repay all or part of the Obligations under the U.S. Junior FILO Facility and you may lose all or part of your U.S. Junior FILO Loans and/or U.S. Junior FILO Commitments purchased pursuant to the Opportunity. This Notice and Instruction Form relates only to the Opportunity to participate as a U.S. Junior FILO Lender in the U.S. Junior FILO Facility. Notwithstanding anything to the contrary herein, the Company and the Required RSA FILO Lenders may amend or modify the terms of the Opportunity, including the Subscription Documents, at any time, by filing a notice of such amendment or modification on the Debtors docket with the Bankruptcy Court related to their Chapter 11 Cases; provided that nothing in this Notice and Instruction Form shall be construed to supersede the amendment and modification requirements set forth in the DIP Loan Agreement. 7
Annex I to Notice and Instruction Form SUBSCRIPTION FORM IMPORTANT PLEASE READ AND FOLLOW THE ATTACHED INSTRUCTIONS CAREFULLY. ON OR BEFORE THE EXPIRATION TIME, YOU MUST (I) COMPLETE, SIGN, DATE AND DELIVER THIS SUBSCRIPTION FORM AND THE OTHER SUBSCRIPTION DOCUMENTS ANNEXED HERETO TO THE INFORMATION AGENT BEFORE THE EXPIRATION TIME (OR, IF YOU ARE A PRE-PETITION NOTEHOLDER, TO YOUR NOMINEE WITH SUFFICIENT TIME TO ALLOW YOUR NOMINEE TO COMPLETE THE NOMINEE CERTIFICATION ON YOUR BEHALF AND DELIVER IT TO THE INFORMATION AGENT BEFORE THE EXPIRATION TIME), AND (II) FUND YOUR ENTIRE DESIRED PARTICIPATION AMOUNT (AS SPECIFIED IN ITEM 2B. BELOW) BY WIRING FUNDS TO THE ESCROW ACCOUNT. EACH ELIGIBLE HOLDER HAS THE RIGHT TO DESIGNATE, USING THE DESIGNATION NOTICE, THAT ONE OR MORE RELATED ENTITIES PARTICIPATE AS A U.S. JUNIOR FILO LENDER FOR SOME OR ALL OF ITS PRO RATA SHARE OF THE U.S. JUNIOR FILO LOANS AND/OR U.S. JUNIOR FILO COMMITMENTS. IF ANY SUCH SUBSCRIPTION DOCUMENTS ARE NOT COMPLETED, SIGNED AND RECEIVED BY THE INFORMATION AGENT ON OR BEFORE THE EXPIRATION TIME, AND/OR YOUR ENTIRE DESIRED PARTICIPATION AMOUNT IS NOT RECEIVED ON OR BEFORE THE EXPIRATION TIME, THE INSTRUCTION TRANSMITTED BY THIS SUBSCRIPTION FORM MAY NOT BE COUNTED. YOU SHOULD REVIEW THE BANKRUPTCY FILINGS, NOTICE AND INSTRUCTION FORM AND THE INSTRUCTIONS CONTAINED HEREIN BEFORE YOU ELECT TO PARTICIPATE IN THE OPPORTUNITY. YOU MAY WISH TO SEEK LEGAL AND/OR FINANCIAL ADVICE CONCERNING THE OPPORTUNITY. Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Notice and Instruction Form to which this Subscription Form was attached. Item 1. Representations of the Holder. The undersigned hereby represents that it: is either (A) a qualified institutional buyer as such term is defined under Rules 144A under the Securities Act or (B) an institutional accredited investor within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity investors are such institutional accredited investors; is not a natural person; is an Eligible Assignee as defined in the DIP Loan Agreement; is sophisticated with respect to the decision to participate as a lender in a commercial loan of the type represented by the U.S. Junior FILO Facility and is, or the entity exercising discretion in making this decision to participate in the Opportunity, fund the Subscription Funding and purchase loans under the DIP Loan Agreement is, experienced in participating as a lender in such commercial loans; has received and reviewed the DIP Loan Agreement, and has received, or has been accorded the opportunity to receive or have access to, to the extent available, copies of the most recent annual and quarterly financial statements of the Debtors and such other documents and information as it deems appropriate to make its own credit analysis and decision to participate in the Opportunity, fund the Subscription Funding and purchase loans under the DIP Loan Agreement (including access to the docket of the Debtors Chapter 11 Cases); and S-1
has (i) independently and without reliance on any other participant as a lender in the U.S. Junior FILO Facility or on the Debtors or any trustee or administrative agent under the Subordinated Notes Indenture, Pre-Petition Term Loan Agreement or DIP Loan Agreement, and (ii) based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to participate in the Opportunity, fund the Subscription Funding and purchase loans under the DIP Loan Agreement. Item 2. Participation in the Opportunity. The undersigned certifies that, as of the Record Date, the undersigned (a) was an Eligible Holder of Pre-Petition Term Loans and/or Subordinated Notes in the following principal amounts (insert principal amount in the boxes below) and (b) wishes to make the following commitment (i.e., the Desired Participation Amount, as listed below in Item 2b, and as computed as set forth below) to participate in the U.S. Junior FILO Facility with regard to the Opportunity: Name / Address Total Principal Amount of Pre-Petition Term Loans as of the Record Date 3 (A) Total Principal Amount and CUSIP of Subordinated Notes as of the Record Date (B) 3 For purposes of determining beneficial ownership of Pre-Petition Term Loans on the Record Date for participation in the Opportunity, such ownership shall be determined on the basis of both settled and unsettled trades, provided that, with respect to any unsettled trade of Pre-Petition Term Loans, the assignee shall provide evidence (such as a trade confirmation) reasonably satisfactory to counsel to the Company and the Required RSA FILO Lenders, which evidence reasonably establishes ownership of such Pre-Petition Term Loans (subject to recordation of assignment by the Agent). S-2
Item 2a. Calculation of the Maximum Participation Amount. You are entitled to participate up to your full pro rata portion of the U.S. Junior FILO Loans, or some smaller portion thereof. In order for you to understand the maximum for which you are entitled to participate, your maximum pro rata share of the U.S. Junior FILO Loans is calculated as follows: With respect to your Pre-Petition Term Loans: $ (Insert Total Principal Amount of Pre- Petition Term Loans from Item 2(A) above) * 0.17990789 4 = $ (Your Maximum Participation Amount as it relates to the Pre-Petition Term Loans) With respect to your Subordinated Notes: $ (Insert Total Principal Amount of Subordinated Notes from Item 2(B) above) * 0.11904762 5 = $ (Your Maximum Participation Amount as it relates to the Subordinated Notes) Item 2b. Your Desired Participation Amount. You are entitled to participate up to, but no more than, your Maximum Participation Amount with respect to the U.S. Junior FILO Loans. Therefore, please insert here the amount you wish to participate for with respect to the U.S. Junior FILO Loans: $ (Your Desired Participation Amount for the Pre-Petition Term Loans) $ (Your Desired Participation Amount for the Subordinated Notes) $ (Your Total Desired Participation Amount) 4 0.17990789 is equal to $125,000,000 (i.e., the amount of the U.S. Junior FILO Facility allocated to the Pre-Petition Term Lenders) divided by $694,800,000 (i.e., the total principal amount of Pre-Petition Term Loans outstanding as of the Record Date). 5 0.11904762 is equal to $125,000,000 (i.e., the amount of the U.S. Junior FILO Facility allocated to the holders of Subordinated Notes) divided by $1,050,000,000 (i.e., the total principal amount of Subordinated Notes outstanding as of the Record Date). S-3
Item 2c. Your Subscription Funding Amount. You must fund your Total Desired Participation Amount, set forth above in Item 2b, together with a $3,500 processing fee per entity/fund/account that is subscribing hereunder. $ + $3,500 = (Your Total Desired Participation Amount) (per fund/account) (Your Total Subscription Funding Amount) Item 3. Certification. By signing this Subscription Form, the undersigned certifies that it understands that the right to participate in the Opportunity is subject to all the terms and conditions set forth in the Notice and Instruction Form and Syndication Procedures, and agrees that the commitment to participate in the U.S. Junior FILO Facility as specified in Item 2, above, constitutes an irrevocable commitment by the undersigned to purchase the Initial U.S. Junior FILO Loans up to the amount so specified. Name of Eligible Holder: (Print or Type) Federal Tax I.D. No.: (If Applicable) Signature: Print Name: Title: Facsimile Number: E-mail Address: Street Address: City, State, Zip Code: Telephone: ( ) Date Completed: THE SUBSCRIPTION DOCUMENTS MUST BE RECEIVED BY THE INFORMATION AGENT AT ITS EMAIL ADDRESS AT ATDINFO@KCCLLC.COM, OR AT THE ADDRESS LISTED BELOW, AND THE AMOUNT OF YOUR SUBSCRIPTION FUNDING TO BE TRANSFERRED TO THE ESCROW ACCOUNT MUST BE RECEIVED BY THE INFORMATION AGENT BEFORE 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 24, 2018, OR THE INSTRUCTIONS TRANSMITTED HEREBY WILL NOT BE COUNTED. Kurtzman Carson Consultants 1290 Avenue of the Americas, 9th Floor New York, NY 10104 Telephone: (917) 281-4800 Attn: American Tire Distributors, Inc. Email: ATDinfo@kccllc.com S-4
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION FORM EXPIRATION TIME/INFORMATION AGENT: Annex I-A to Notice and Instruction Form The Expiration Time for the receipt of instructions is 5:00 p.m., New York City Time, on October 24, 2018 unless extended or earlier terminated. To elect to participate in the Opportunity, you must complete, sign, and return this Subscription Form and the other Subscription Documents to the Information Agent at its email address at ATDinfo@kccllc.com, or at the following address, for receipt by the Information Agent no later than the Expiration Time: Kurtzman Carson Consultants 1290 Avenue of the Americas 9th Floor New York, NY 10104 Telephone: (917) 281-4800 To effect a subscription, you must take the following steps: a. Review the representations in Item 1 of the Subscription Form; b. In Item 2 of the Subscription Form, specify the principal amount of Pre-Petition Term Loans and Subordinated Notes you held as of the Record Date; c. In Item 2b of the Subscription Form, specify your Desired Participation Amount in the U.S. Junior FILO Facility; d. If you wish to designate one or more related entities to participate as a U.S. Junior FILO Lender for some or all of your Desired Participation Amount, fill out the Designation Notice; e. Review the certification in Item 3 of the Subscription Form; f. In Item 3, sign and date the Subscription Form, and provide the remaining information requested to the Information Agent before the Expiration Time; g. Complete, execute and deliver to the Information Agent before the Expiration Time the Master Assignment and Assumption Agreement to the DIP Loan Agreement attached as Annex II to the Notice and Instruction Form, the Administrative Questionnaire attached as Annex III to the Notice and Instruction Form, the relevant tax forms as described in Annex V to the Notice and Instruction Form, and each such other documents as the Agent reasonably requires; h. Complete, execute (as necessary) and deliver to the Information Agent before the Expiration Time each of the documents specified in Annex IV to the Notice and Instruction Form as the KYC Information; i. If you are a Pre-Petition Noteholder, coordinate with the nominee holding your Subordinated Notes to arrange for delivery of the completed Subscription Documents to its offices and instruct your nominee to complete the Nominee Certification attached as Annex I-B to the Notice and Instruction Form and deliver the completed, executed Subscription Documents so as to be received by the Information Agent before the Expiration Time; and j. Cause the total amount of your Subscription Funding as set forth in Item 2c, which amount equals your total Desired Participation Amount plus a processing fee in the amount of $3,500 per fund/entity, to be funded to the Escrow Account on or before the Expiration Time.
PLEASE NOTE: IF YOU HAVE ANY QUESTIONS REGARDING THIS SUBSCRIPTION FORM, ANY OTHER SUBSCRIPTION DOCUMENT OR THE PROCEDURES RELATED HERETO PLEASE CALL THE INFORMATION AGENT AT 917-281-4800. Your participation in the Opportunity is subject to you providing all know-your-customer information and other documents required by the Agent and the Agent s satisfactory review of such information and documents (as determined in the sole discretion of the Agent). Nothing herein, nor in any of the accompanying forms and letters, shall constitute or be deemed to constitute a solicitation by any party of votes to approve or reject a Chapter 11 plan for any debtor. A solicitation with respect to votes to approve or reject a Chapter 11 plan only may be commenced once a disclosure statement that complies with section 1125 of the Bankruptcy Code has been approved by the Bankruptcy Court.
Annex I-B to Notice and Instruction Form FOR PRE-PETITION NOTEHOLDERS ONLY: NOMINEE S CERTIFICATION OF RECORD DATE HOLDINGS Your ownership of Subordinated Notes must be confirmed in order to participate in the Opportunity The nominee holding your Subordinated Notes as of 5:00 p.m., New York City time, on October 15, 2018 must complete Box A on your behalf. Box B is only required if any or all of your Subordinated Notes were on loan as of 5:00 p.m., New York City time, on October 24, 2018 (as determined by your nominee). Box A For Use Only by the Nominee Box B Nominee Proxy - Only if Needed DTC Participant Name: DTC Participant Name: DTC Participant Number: DTC Participant Number: Principal Amount of Subordinated Notes (CUSIP No. 00214T AA 6) held by this account as of 5:00 p.m., New York City time, on October 15, 2018: Principal Amount of Subordinated Notes (CUSIP No. 00214T AA 6) held by this account as of 5:00 p.m., New York City time, on October 15, 2018: $ principal amount $ principal amount Principal Amount of Subordinated Notes (CUSIP No. U04695 AA 7) held by this account as of 5:00 p.m., New York City time, on October 15, 2018: Principal Amount of Subordinated Notes (CUSIP No. U04695 AA 7) held by this account as of 5:00 p.m., New York City time, on October 15, 2018: $ principal amount $ principal amount Nominee authorized signatory: Nominee contact name: Nominee contact email: Contact telephone number: Beneficial Holder name: Nominee authorized signatory: Nominee contact name: Nominee contact email: Contact telephone number: Beneficial Holder name:
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT Annex II to Notice and Instruction Form
ADMINISTRATIVE QUESTIONNAIRE Annex III to Notice and Instruction Form
DESCRIPTION OF REQUIRED KYC INFORMATION Annex IV to Notice and Instruction Form The Agent will be afforded sufficient time before closing of the syndication and in advance of any monies being funded by the escrow agent to the Agent to complete customary tax withholding analysis, confirmation of wiring instructions, and other related administrative matters.
DESCRIPTION OF REQUIRED TAX FORMS Annex V to Notice and Instruction Form
DESIGNATION FORM Annex VI to Notice and Instruction Form