JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Corinne Ball Veerle Roovers JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 David G. Heiman Carl E. Black JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 Jeffrey B. Ellman Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : Old Carco LLC : (f/k/a Chrysler LLC), et al., : : : Debtors. : ---------------------------------------------------------------x Chapter 11 Case No. 09-50002 (AJG) (Jointly Administered) NOTICE OF PROPOSED SALE BY DEBTORS AND DEBTORS IN POSSESSION OF CERTAIN REAL PROPERTY PLEASE TAKE NOTICE OF THE FOLLOWING: 1. In accordance with the Order, Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Approving Procedures to Sell Certain De Minimis Assets, Free and Clear CLI-1794948v2
of Liens, Claims and Encumbrances, and to Pay Market Rate Commissions and Fees in Connection with Such Sales Without Further Court Approval (Docket No. 4122) (the "De Minimis Sales Order"), 1 Old Carco LLC f/k/a Chrysler LLC ("Old Carco") and DCC 929, Inc. f/k/a New Venture Gear, Inc. ("DCC" and, together with Old Carco and individually as context permits, the "Seller"), two of the above-captioned debtors and debtors in possession (collectively, the "Debtors"), hereby give notice of a proposed sale (the "Proposed Sale") of their right, title and interest in and to certain Property (as such term is defined below). This Notice sets forth the information required to be provided by the Debtors in connection with the Proposed Sale pursuant to the De Minimis Sales Order. Information Required by De Minimis Sales Order 2. Identity of Proposed Purchaser. The proposed purchaser of the Property is Manchester Plymouth, LLC ("Purchaser"). Purchaser is not an "insider" of the Debtors within the meaning of section 101(31) of title 11 of the United States Code (the "Bankruptcy Code"). 3. Description of Assets to Be Sold. In connection with the Proposed Sale, the Seller proposes to sell: (a) an approximately 1,415,842 square foot building (the "Plymouth Building") located on 54.38 acres of real property located at 14250 Plymouth Road, Detroit, Michigan (the "Plymouth Land" and, together with the Plymouth Building, the "Plymouth Property"); (b) an approximately 40,162 square foot building (the "Mark Twain Building") located on 2.20 acres of real property located at 12311 Mark Twain, Detroit, Michigan (the "Mark Twain Land" and, together with the Mark Twain Building, the "Mark Twain Property" and, collectively with the Mark Twain Building and the Plymouth Property, the "PROC Property"); (c) the real property located at 20300 Mound Road, Detroit, Michigan 1 Unless otherwise noted, capitalized terms used but not otherwise defined herein shall have the meanings given to them in the De Minimis Sale Order. CLI-1794948v2-2-
(the "Mound Road Property"); (d) the real property located at 6600 New Venture Gear Drive, Syracuse, New York (the "New York Property" and, together with the PROC Property and the Mound Road Property, the "Real Property," as more specifically described on Exhibit A to the Agreement of Purchase and Sale dated as of April 9, 2010, by and between Seller and Purchaser (the "Purchase Agreement")); (e) all appurtenances, improvements, easements and rights-of-way incident to the Real Property (collectively, the "Improvements"); and (f) all of Seller's right, title and interest in and to any and all personal property located on the Real Property (collectively, the "Personal Property" and, collectively with the Real Property and the Improvements, the "Property"). Purchase Agreement, at 1. 4. Consideration Exchanged for the Property. The purchase price for the Property is $2,300,000.00 (the "Purchase Price"). Purchase Agreement, at 2. 5. Primary Economic Terms of the Proposed Sale. 2 As set forth in further detail in the Purchase Agreement, the primary economic terms of the Proposed Sale are as follows: The Purchaser has provided the Seller with a Deposit in the amount of $300,000.00, with the balance of the Purchase Price to be paid to the Seller at Closing. Purchase Agreement, at 2(a), (b). The Purchase Price shall be allocated as follows (the "Allocations") and the Purchaser and the Seller agree to use the Allocations for all purposes including, without limitation, any transfer tax or title insurance allocations: (a) $500,000.00 shall be allocated toward the PROC Property (the "PROC Purchase Price"); (b) $300,000.00 shall be allocated toward the Mound Road Property (the "Mound Road Purchase Price"); and (c) $1,500,000.00 shall be allocated toward the New York Property (the "New York Purchase Price"). Purchase Agreement, at 2(c). 2 The description herein of the primary economic terms and conditions of the Purchase Agreement is for the convenience of the Bankruptcy Court and parties in interest. To the extent that this description conflicts with the terms of the Purchase Agreement, the terms of the Purchase Agreement shall govern. Capitalized terms used but not defined in paragraph 5 hereof shall have the meanings given to them in the Purchase Agreement. CLI-1794948v2-3-
Seller is required to pay the following costs out of the proceeds of the Proposed Sale at Closing: (a) any fees incurred in connection with the removal of any unpermitted exceptions with respect to the Property; (b) 100% of any city, state or county transfer tax or fee payable on or in connection with the Proposed Sale in accordance with the Allocations; and (c) 50% of the cost of any escrow fee. Purchase Agreement, at 4(e). Purchaser is required to pay the following costs at Closing: (a) the cost of the Title Policy and any endorsements thereto; (b) the cost of any Survey obtained by Purchaser; (c) the cost of recording the Deeds; and (d) 50% of the cost of any escrow fee. Purchase Agreement, at 4(f). All real property taxes and assessments shall be prorated as of the Closing Date. Said prorations shall be effected at the Closing on the basis of the latest available tax bills or other applicable statements and shall be deemed final. As to real estate taxes, Purchaser shall be given a credit at Closing equal to: (a) Seller's pro-rata share of such taxes applicable to time periods on and prior to the Closing Date, plus (b) all penalties and interest (accrued through the Closing Date) as may then be assessed or due and owing on all such taxes; provided, however, Purchaser shall not be given a credit for any amounts not yet delinquent and to be paid after the Closing Date pursuant to the Magna Lease or the TSA. Purchaser shall take the Property at Closing subject to all outstanding (whether current or delinquent) real estate taxes and all penalties and interest associated therewith. Purchase Agreement, at 4(g). If title to the Mound Road Property cannot be transferred to Purchaser on the Closing Date established pursuant to section 4(a) of the Purchase Agreement because applicable law requires a lot split, survey or re-plotting (the "Mound Condition") prior to conveying title to Purchaser, then: (a) the Closing Date and related closing obligations shall apply only to the PROC Property and the New York Property, except that Purchaser shall pay the entire Purchase Price on such Closing Date; (b) $300,000.00 of the Purchase Price shall be held by the Title Company in escrow (the "Mound Road Escrow"); and (c) the Closing Date for the Mound Road Property shall be fifteen Business Days after the Closing Date or such earlier date as agreed to by the parties upon satisfaction of the Mound Condition (the "Mound Road Closing Date"). During the Cure Period, Purchaser, at its sole cost and expense, may cure the Mound Condition. Also during the Cure Period, Seller may, but is not obligated to, cure the Mound Condition at its cost and expense. If the Mound Condition is cured prior to the Mound Road Closing Date, then the Closing for the Mound Road Property shall take place on the Mound Road Closing Date and the Mound Road Escrow shall be paid to Seller as the Purchase Price for the Mound Road Property. If the Mound Condition is not cured prior to the Mound Road Closing Date then the Title Company shall return the Mound CLI-1794948v2-4-
Road Escrow to Purchaser and the Purchase Agreement shall terminate with respect to the Mound Road Property. Purchase Agreement, at 4(h). Purchaser has agreed to (a) purchase the Property on an "as is, where is" basis, (b) assume the environmental condition of the Property in its condition at Closing and (c) release and hold harmless Seller from and against any claim, action, matter or obligation that may arise in the future regarding the environmental condition of the Property whether existing prior to, on or after the Closing. Purchase Agreement, at 6. Pursuant to paragraph 3 of the De Minimis Sale Order, the Proposed Sale will be free and clear of all liens, claims and encumbrances, with any such liens, claims and encumbrances to attach to the net sale proceeds with the same force, validity, priority, perfection and effect as such liens had on the Property immediately prior to the Proposed Sale. 6. Copies of Documentation. A copy of the Purchase Agreement is attached to this Notice as Exhibit A and incorporated herein by reference. 7. Identities of Parties Holding or Asserting Liens or Other Interests in the Property. The following parties hold or assert liens or other interests or potential interests in the Property: (a) the United States Department of the Treasury; (b) Export Development Canada; (c) Michigan Bell Telephone Company; (d) Harry J. and Esther Pelavin; (e) Dudley and Delma Adle; (f) the Pennsylvania, Ohio and Detroit Railroad Company; (g) Rose Truck and Caster Company; (h) Detroit Edison Company; (i) City of Detroit, Water and Sewage Department; (j) Michigan Consolidated Gas Company; (k) City of Detroit, City Controller; (l) Bill V. Sciturro; (m) Atled Corporation, Inc.; (n) Raymond A. Jacobs; (o) John F. Yoder; (p) Lawrence R. Epstein; (q) K. W. Moon; (r) Herbert Epstein; (s) City of Detroit, Community and Economic Development Department; (t) Orion Warehouse, Inc.; (u) J. Lewis Cooper Company; (v) Wayne County, Michigan; (w) Manufacturers National Bank of Detroit (n/k/a Comerica Bank); (x) Fidelity Union Trust Company; (y) Chrysler Overseas Capital Corporation; (z) City of Onondaga, New York; (aa) Niagara Mohawk Power Corporation; (bb) Syracuse Suburban Gas CLI-1794948v2-5-
Co., Inc.; (cc) the CIT Group/Equipment Financing, Inc.; and (dd) Connecticut Bank and Trust Company. 8. Executory Contracts and Unexpired Leases. The New York Property is subject to that certain Lease Agreement (the "Magna Lease") between DCC (as successor in interest to New Venture Gear of New York, LLC) and New Process Gear, Inc. ("NPG"), dated September 24, 2004. The Magna Lease shall be assumed and assigned by DCC to Purchaser as of the Closing Date pursuant to either (a) paragraph 7 of the De Minimis Sale Order or (b) if the Second Amended Joint Plan of Liquidation of Debtors and Debtors in Possession, dated January 22, 2010 (Docket No. 6272) (collectively, as it may be further amended or modified, the "Plan"), has gone effective prior to the Closing Date, an assignment agreement in such form as is reasonably acceptable to both Purchaser and the liquidation trust established pursuant to Section IV.B of the Plan (the "Liquidation Trust") to, among other things, hold certain assets, including the Property and the Magna Lease. 3 There are no outstanding defaults under the Magna Lease and, thus, no amounts need be paid to the NPG as cure in connection with the assumption of the Magna Lease pursuant to section 365(b) of the Bankruptcy Code. The Purchaser's financial wherewithal provides adequate assurance of its ability to perform its responsibilities as lessor under the Magna Lease in the future. 9. Broker's Affidavit. In connection with the Proposed Sale, UGL-Equis Corporation ("Equis") and NAI Farbman ("NAI") served as real estate brokers to Seller. In connection with the Proposed Sale as it relates to the PROC Property and consistent with the Order, Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1, Authorizing Debtors and Debtors in Possession to Employ 3 The Debtors have designated the Magna Lease for assumption and assignment to the Liquidation Trust pursuant to Section II.E.2 of the Plan. See Plan, at II.E.2; Plan Exhibit II.E.2 (filed with the Bankruptcy Court on March 9, 2010) (Docket No. 6578). CLI-1794948v2-6-
and Retain (A) Desco Commercial LLC, Nunc Pro Tunc to January 22, 2010, and (B) NAI Farbman, Nunc Pro Tunc to February 4, 2010 as Real Estate Brokers to the Debtors (Docket No. 6416) (the "NAI Farbman Retention Order"), entered by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") on February 18, 2010, Seller will pay NAI Farbman a commission in the amount of ten percent (10.0%) of the PROC Purchase Price (the "PROC Commission"). The PROC Commission shall be due only if the Proposed Sale as it relates to the PROC Property closes and fee simple title is transferred from Seller to Purchaser. 10. In connection with the Proposed Sale as it relates to the Mound Road Property and consistent with the Order, Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Bankruptcy Rule 2014-1, Authorizing Debtors and Debtors in Possession to Employ and Retain UGL Equis Corporation as Real Estate Brokers to the Debtors, Nunc Pro Tunc to the Petition Date (Docket No. 5328) (the "Equis Retention Order") entered by the Bankruptcy Court on August 27, 2009, Seller will pay Equis a commission in the amount of six percent (6.0%) of the Mound Road Purchase Price (the "Mound Road Commission"). The Mound Road Commission shall be due only if the Proposed Sale as it relates to the Mound Road Property closes and fee simple title is transferred from Seller to Purchaser. 11. In connection with the Proposed Sale as it relates to the New York Property and consistent with the Equis Retention Order, Seller will pay Equis a commission in the amount of four percent (4.0%) of the New York Purchase Price (the "New York Commission"). The New York Commission shall be due only if the Proposed Sale as it relates to the New York Property closes and fee simple title is transferred from Seller to Purchaser. CLI-1794948v2-7-
12. In accordance with paragraph 5(a) of the De Minimis Sale Order, attached hereto as Exhibit B, and incorporated herein by reference are the (a) Declaration of David W. Montross in support of the Debtors' application (the "Equis Application") to retain Equis as their real estate brokers in the above-captioned chapter 11 cases and (b) the Supplemental Declaration of David W. Montross in support of the Equis Application, which declarations contain all disclosures required by Federal Rule of Bankruptcy Procedure 2014. Attached hereto as Exhibit C and incorporated herein by reference is the Declaration of Douglas P. Fura in support of the Debtors' application to retain NAI Farbman as their real estate brokers in the above-captioned chapter 11 cases, which declaration contains all disclosures required by Federal Rule of Bankruptcy Procedure 2014. Opportunity to Object to the Proposed Sale 13. Objections, if any, to the Proposed Sale must (a) be in writing, (b) state with specificity the nature of the objection and (c) be filed with the Bankruptcy Court and served so as to be received on or before April 27, 2010 at 5:00 p.m., prevailing Eastern Time (the "Objection Deadline") on: The Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Andrew Velez-Rivera); Counsel to the Debtors, Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309-3053 (Attn: Jeffrey B. Ellman, Esq.) and 901 Lakeside Avenue, North Point, Cleveland, Ohio 44114 (Attn: William Herzberger, Esq. and Carl E. Black, Esq.); Capstone Advisory Group, LLC, Park 80 West, Plaza I, Plaza Level, Saddle Brook NJ 07663 (Attn: Brian Aronson); Counsel to the First Lien Prepetition Lenders, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017-3954 (Attn: Peter V. Pantaleo, Esq.); CLI-1794948v2-8-
Counsel to the Creditors' Committee, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036 (Attn: Thomas Moers Mayer, Esq.); Counsel to the DIP Lenders, Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New York 10281 (Attn: John J. Rapisardi, Esq.) and 1201 F Street, NW, Washington, D.C. 20004 (Attn: Douglas Mintz, Esq.); Manufacturers National Bank of Detroit, k/n/a Comerica Bank, c/o Marc N. Swanson, Miller, Canfield, Paddock & Stone, PLC, 150 West Jefferson Avenue, Suite 2500, Detroit, Michigan 48226; Fidelity Union Trust Company, 755 Broad Street, Newark, New Jersey 07102; The Michigan Department of Environmental Quality, 525 West Allegan Street, Lansing, Michigan 48909; William Wolfson, Interim Director of Corporation Counsel, Guardian Building, 500 Griswold, Detroit, Michigan 48226; Detroit Law Department, 660 Woodward Avenue, Suite 1650, Detroit, Michigan 48226; Manchester Plymouth LLC, 10 South Main Street, Suite 403, Mt. Clemens, Michigan 48043 (Attn: Gary Fish); Driggers, Schultz & Herbst, P.C., 2600 W. Big Beaver Road, Suite 550, Troy, Michigan 48084 (Attn: Joseph W. Thomas, Esq.); Adamo Demolition Company, 300 E. 7 Mile Road, Detroit, Michigan 48203-2000; Amar Latif, 28585 Heatherbrook Court, Farmington Hills, Michigan 48331; Aristeo Construction, c/o Darryl Schneider, 12811 Farmington Road, Livonia, Michigan 48150; A-United, SirZan, Inc., c/o David Galt, 115 Main Street, Morrow, Ohio 45152; Barrett Investments, c/o Bob Barrett, 1125 Burdette Avenue, Evansville, Indiana 47714; Bid It Up Auctions, 11426 Ventura Boulevard., Studio City, California 91604; Charter Development Company, LLC, c/o Greg Lambert, 3850 Broadmoor Avenue S.E., Suite 201, Grand Rapids, Michigan 49512; Chrysler Group LLC, c/o Thomas Gunton, 1000 Chrysler Drive, Auburn Hills, Michigan 48326; Conestoga-Rovers & Associates, c/o Fred W. Blickle, 14496 Sheldon Road, Suite 200, Plymouth, Michigan 48170; Dave Cox, c/o Douglas P. Fura, NAI Farbman, 28400 Northwestern Highway, 4 th Floor, Southfield, Michigan 48034; DEMCO, Inc., 36 West 44th Street, Suite 910, New York, New York 10036; CLI-1794948v2-9-
GoIndustry DoveBid, 8722 Adams Avenue, Huntington Beach, California 92646; EYDE Company, 4660 S. Hagadorn Road, Suite 660, East Lansing, Michigan 48826-4218; DJM Realty, c/o Mike Matlat, 445 Broad Hollow Road, Suite 225, Melville, New York 11747; Great American Group, c/o Scott Schoor, 862 Ivy Terrace, Manchester, Missouri 63021; Gregg Oleshansky, c/o Douglas P. Fura, NAI Farbman, 28400 Northwestern Highway, 4 th Floor, Southfield, Michigan 48034 High Tech Café, c/o Brent Beshears, Colliers International, 2 Corporate Drive, Suite 300, Southfield, Michigan 48076; Hilco Industrial, LLC, c/o Robert C. Levy, Suite 207, 31555 West Fourteen Mile Road, Farmington Hills, Michigan 48334; HWP Rigging, c/o Judy Deutsch, 1017 Olive Street, St. Louis, Missouri 63101; Industrial Asset Recycling, c/o Stephen Gabriel, LLC, 13129 23 Mile Road, Shelby Township, Michigan 48315; Industrial Control Repair, 28601 Lorna Avenue, Warren, Michigan 48092-3931; Industrial Realty Group, LLC, 12214 Lakewood Boulevard, Downey, California 90242; Izuogu Motors Nigeria, c/o Mason Mavaddat, No. 97 4th Avenue, Citec Villa, Gwarinpa, P.O. Box 9602, Abuja, Nigeria; Jasco Tools, Inc., c/o John M. Summers, 1001 Lexington Avenue, Rochester, New York 14606; Kenya N. Spratt, 7759 LaSalle Boulevard, Detroit, Michigan 48206; Link Engineering, c/o Terry Ledwidge, 43855 Plymouth Oaks Boulevard, Plymouth, Michigan 48170; Lotus Engineering Inc., c/o Rob Vischer, 1254 North Main Street, Ann Arbor, Michigan 48104-1041; Metro Contract Services, c/o Keith A. Gudeman, 2901 Old Nickel Plate Road, Madison, Illinois 62060; Nationwide Surplus Co., c/o Ron Mitchell, 22754 Aldridge Street, Clinton Township, Michigan 48036; North American Dismantling Corp., c/o Darnell Ruffin, 380 Lake Nepessing Road, Lapeer, Michigan 48446-2996; Ontario Specialty Contracting, Inc., c/o Bob Wegrzyn, 333 Ganson Street, Buffalo, New York 14203; Pete Adamo and Kimberly Deridder, c/o Tom Jablonski, L. Mason Capitani, Inc., 2301 West Big Beaver Rd. #625, Troy, Michigan 48084 CLI-1794948v2-10-
RB Capital Management, LLC, 2273 E. Beechwood Avenue, Suite 105, Fresno, California 93720; Richard Rogow, 6704 Watercroft Court, West Bloomfield Township, Michigan 48322; SCI Engineering, Inc., 130 Point West Boulevard, St. Charles, Missouri 63301; Schwartz Iron, c/o Barry Schwartz, 20300 Mt. Elliot Road, Detroit, Michigan 48234-2743; Solid Asset Solutions, c/o Steve Roemer, LLC, 540 Frontage Road, Suite 3005, Northfield, Illinois 60093; Streetscape Equities, c/o Brett Mayor, 9601 Wilshire Boulevard, Beverly Hills, California 90210; Systrand Manufacturing Corporation, c/o David Markovic, 19050 Allen Road, Brownstown, Michigan 48183; Tech Machinery, c/o Steven M. Stefani, P.O. Box 284, Eastpointe, Michigan 48015; Test Equipment Connection Corporation, c/o Ashlan Clover, 30 Skyline Drive, Lake Mary, Florida 32746; Testa Corporation, c/o Thomas Higgins, 360 Audubon Road, Wakefield, Massachusetts 01880; Tom Lasorda, 161 S. Old Woodward Avenue, Birmingham, Michigan 48009; Toyota Motor Engineering & Manufacturing North America, Inc., c/o Paul J. Howard, Legal Department, 1555 Woodridge Avenue, Ann Arbor, Michigan 48105; and Vikeda International Logistics and Automotive Supply Ltd., c/o Rob Bennett, 2295 Opdyke Road, Suite A, Auburn Hills, Michigan 48326. 14. If no objections are properly filed and served prior to the Objection Deadline, Old Carco will be authorized under the terms of the De Minimis Sale Order to consummate the Proposed Sale pursuant to the terms of the Purchase Agreement without further notice or Bankruptcy Court order. If an objection is properly filed and served prior to the Objection Deadline, that portion of the Proposed Sale that is the subject of an objection (including the payment of any commissions) may not be consummated absent withdrawal of the objection or the entry of an order by the Bankruptcy Court specifically approving the Proposed Sale. CLI-1794948v2-11-
Dated: April 13, 2010 New York, New York Respectfully submitted, /s/ Corinne Ball Corinne Ball Veerle Roovers JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 David G. Heiman Carl E. Black JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Jeffrey B. Ellman JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia 30309 Telephone: (404) 581-3939 Facsimile: (404) 581-8330 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION CLI-1794948v2-12-
CLI-1794948v2 EXHIBIT A