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 : Chapter 11 : Old Carco LLC : Case No. 09-50002 (AJG) (f/k/a Chrysler LLC), et al., : : (Jointly Administered) : Debtors. : ---------------------------------------------------------------x 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.