PLEASE TAKE NOTICE that pursuant to Section 5/9-610 of the Illinois Uniform commercial Code and that certain Term Promissory Note and Security Agreement dated November 3, 2014 (as amended, restated, or otherwise modified from time to time the (the “Loan Agreement”), by and among Loeb Term Solutions, LLC, an Illinois limited liability company (the “Lender”) and Pure Metal Recycling LLC, an Illinois limited liability company (the “Borrower”), and various other “Loan Documents” as defined therein, the Lender will sell all of the Borrower’s right, title, and interest in and to all of the Assets (defined below), subject to the terms and conditions set forth herein below, at a public sale (the “Sale”) at 9:30 a.m., prevailing Chicago time, on January 29, 2016 (the “Sale Date”) at the offices of Barnes & Thornburg, LLP, One North Wacker Drive, Suite 4400, in Chicago, Illinois, 60606. The Assets secure the repayment of the indebtedness of the Borrower to the Lender under the Loan Documents.
Some of the Assets are located on parcels of real property (the “Real Property”) not owned by the Borrower but used in connection with the Assets. While the Lender does hold first position mortgages on the Real Property, the Real Property is not part of the Assets being sold by the Lender at the Sale. However, to the extent that parties may be interested in purchasing the Real Property in conjunction with the Assets, the owner of the Real Property may independently sell the Real Property on the Sale Date, subject to the Lender’s consent.
The Assets subject to the Sale consist of assets previously owned by the Borrower before an assignment for the benefit of the Borrower’s creditors made on December 10, 2015, including: (i) assets to be sold pursuant to a Purchase Agreement (defined below) and (ii) assets specifically excluded from the Purchase Agreement, including customer lists and other general intangibles)(in whole, the “Assets”). Subject to all the terms of this Notice, some or all of the Assets may be sold pursuant to an Asset Purchase Agreement or similar agreement (the “Purchase Agreement”), the terms of which have been or will be agreed upon by the Lender and a stalking horse buyer no later than forty-eight (48) hours before the Sale Date. Certain of the Assets not sold pursuant to the Purchase Agreement may be sold in separate lots. The Assets will be transferred to the Buyer, or its designee, by way of a bill of sale or such other conveyances or assigning instruments satisfactory to the Lender in its sole and absolute discretion.
All interested parties are invited to submit a Qualifying Bid for the sale of the Assets on or before 5:00 p.m., prevailing Chicago time, on January 27, 2016, or such later date as the Lender shall accept in his sole discretion. The Qualifying Bid must be for an amount not less than $9,300,000.00 and include proof of financial ability satisfactory to the Lender in its sole and absolute discretion. Any Qualifying Bid must also be accompanied by a deposit equal to ten percent (10%) of the Qualifying Bid and be offered under the same terms and conditions as the Purchase Agreement or an agreement substantially similar thereto. Additional terms and conditions of sale may be announced at or before the Sale.
THE ASSETS WILL BE SOLD BY THE LENDER ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, WITHOUT RECOURSE, AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONDITION OF TITLE, VALUE, OR QUALITY OF THE ASSETS, OR WITH REGARD TO ASSETS, LIABILITIES, FINANCIAL CONDITION, OR EARNINGS OF THE BORROWER OR ANY OF ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE ARE EXPRESSLY DISCLAIMED.
Any requests (i) for information regarding the Assets or the Purchase Agreement, (ii) to inspect the Assets, the Loan Documents or the Purchase Agreement, or (iii) for any other information should be directed to counsel for the Lender, William S. Hackney, SmithAmundsen LLC, 150 North Michigan Ave.; Suite 3300, Chicago, Illinois 60601; 312.894.3200, [email protected], between the hours of 9:00 a.m. and 5:00 p.m., prevailing Chicago time, Monday through Friday.
Subject to any applicable agreement with the Buyer, the Lender reserves its right, prior to the closing of the Sale, to withdraw all or a portion of the Assets from the Sale for any reason whatsoever, modify, waive, or amend any terms or conditions of the Sale or impose any other terms or conditions on the Sale, or to continue the Sale to such time and place as the Lender, in its sole and absolute discretion, may deem fit, or to cancel such Sale. The Lender reserves all of the rights accruing to it under the Loan Documents, including the right to seek a judgment for any deficiency remaining on account of its indebtedness after the conclusion of the Sale.
To the extent that the Sale generates proceeds in excess of the Borrower’s indebtedness to the Lender under the Loan Documents, such excess proceeds will be remitted to the Borrower in accordance with Section 5/9-615 of the Illinois Uniform Commercial Code.
The Borrower at any time after receipt of this notice and prior to consummation of the Sale, may request, at the Borrower’s expense, an accounting from the Lender of the unpaid indebtedness secured by the Assets.
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