Notice of Public Sale

NOTICE IS HEREBY GIVEN that on October 22, 2024 (the “Date of Sale”), at 1:00 P.M. (CT) at the offices of Vedder Price P.C., 222 N. LaSalle Street, Suite 2600, Chicago, Illinois 60601 and/or virtually via Zoom or similar software, BSC Acquisition, LLC (“Lender” or “Seller”), as successor-in-interest to Comerica Bank (“Prior Lender”) pursuant to that certain Asset Sale Agreement dated as of August 21, 2024, will hold a public auction as described herein pursuant to:  (i) Section 9‑610 et seq. of the Revised Uniform Commercial Code as adopted under applicable law (the “UCC”); (ii) that certain Security Agreement, dated as of April 3, 2017, by and between, inter alia, JNM Kentucky, LLC, a Kentucky limited liability company (the “Debtor”), successor by merger with JNM Properties, LLC and JNM USA, Inc., and the Prior Lender (as amended, restated, supplemented, and otherwise modified from time to time, the “Security Agreement”); and (iii) and any other documents concerning loan(s) from the Prior Lender and/or Seller to the Debtor and/or its affiliates, including all addenda, amendments and collateral documents related thereto (collectively with the Security Agreement, the “Financing Documents”).

COLLATERAL:  Due to the Debtor’s defaults under the Financing Documents, and solely to the extent Seller has a first-priority security interest in the same pursuant to the Financing Documents, certificates of title, UCC filings and/or under other applicable law, Seller will hold a public auction to offer for sale all of the Debtor’s presently owned and hereafter acquired rights, titles and interests in and to all of the items identified below (collectively, the “Collateral”):

(a)               all of the Debtor’s equipment, machinery, apparatuses, computers, software, fittings, fixtures, furniture and furnishings (collectively, the “Equipment”);

(b)               all of the Debtor’s goods (including any accessories thereto), general intangibles (including, without limitation, all payment intangibles), letters of credit and letters of credit rights, documents, instruments, insurance claims, payments, patents, trademarks, trade names, copyrights and goodwill relating to any of the Equipment; and

(c)               any and all products and proceeds (as those terms are defined in the UCC) of any of the foregoing whenever generated and all rights, privileges, work product, information, supporting obligations and records relating to any of the foregoing.

Notwithstanding anything to the contrary herein, for purposes of this Notice of Public Sale and for the sake of clarity, the term “Collateral” shall not include:  (i) any causes of action, claims, damages, losses and demands of the Debtor relating to and/or against Telos Global LLC II, Telos Global LLC II, LMV Automotive Systems, Magna International, Inc., and each of their respective Affiliates and any parties acting in concert with any of them; (ii) any of the Debtor’s assets in which Seller does not have a first priority security interest; (iii) any asset not owned by the Debtor; (iv) any contract, agreement, lease, license, permit or other right, which by its terms or by law is nonassignable; (v) the Debtor’s accounts, accounts receivable, deposits and deposit accounts, cash and cash equivalents, contracts and contract rights and commercial tort claims; and (vi) all other assets of the Debtor that are not explicitly included as part of the Collateral.   

TERMS AND CONDITIONS OF SALE:

 1.         The Collateral will be sold, as determined in the sole discretion of Seller, at public auction (the “Auction”) to the bidder with the highest or otherwise best bid, for cash except as otherwise provided herein, and on other such commercially reasonable terms as Seller may determine in Seller’s sole discretion, on an “AS IS, WHERE IS BASIS, AND WITH ALL FAULTS” and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Collateral.  Seller does not claim title to the Collateral being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like in any sale.  At Seller’s sole discretion, some and/or all of the Collateral may be sold collectively, individually and/or in various lots.

2.         Any party interested in bidding at the Auction must do all of the following:               (i) present financial information reasonably requested by the Seller to evidence the ability to consummate the purchase; and (ii) pre-register for attendance at the Auction by no later than 5:00 P.M. (CT) on October 18, 2024 by contacting counsel for Seller, Michael M. Eidelman and Michael D. Leifman, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7636 and (312) 609-7788, E-Mail: meidelman@vedderprice.com and mleifman@vedderprice.com.

3.         Unless the outstanding balance due to Seller from the Debtor under the Financing Documents is paid in full on or before October 22, 2024 at 12:30 P.M. (CT), the Auction will take place on the Date of Sale at the offices of Vedder Price P.C. identified above and/or virtually via Zoom or similar software (a link to the Auction via Zoom or similar software will be made available to the Debtor, any other obligors under any Financing Documents and all parties that have completed registration for the Auction pursuant to ¶ 2 above).

4.         Any winning bid(s) for any Collateral shall be made payable to Seller in U.S. dollars within 24 hours of the Date of Sale.  Seller reserves the right to bid at the Auction and to credit bid all or any part of the total amount of its secured claim(s) in satisfaction of the purchase price. 

5.         For additional information regarding the terms of any sale, the Auction or the Collateral, or other inquiries, please contact counsel for the Seller, Michael M. Eidelman and Michael D. Leifman, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7636 and (312) 609-7788, E-Mail: meidelman@vedderprice.com and mleifman@vedderprice.com. Anyone requesting confidential information relating to the Collateral may be required to sign a confidentiality agreement. 

6.         The Debtor and other obligors under the Financing Documents are entitled to an accounting of the unpaid indebtedness owed to Seller, which accounting may be requested at no charge by requesting the same from to counsel for the Seller, Michael M. Eidelman and Michael D. Leifman, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7636 and (312) 609-7788, E-Mail: meidelman@vedderprice.com and mleifman@vedderprice.com.

7.         The proceeds of the Auction will likely be insufficient to fully satisfy the amounts due and owing under the Financing Documents, and Seller expressly reserves its right to collect from the Debtor and any other entity or person liable to Seller any deficiency remaining after the sale of the Collateral, or any of it (and application of the proceeds thereof) under any agreements concerning and/or related to the Collateral (including, without limitation, the Financing Documents). Additionally, Seller will incur attorneys’ fees and costs associated with the Auction, for which the Debtor and other obligors under the Financing Documents shall be responsible for pursuant to the terms of the Financing Documents, unless otherwise prohibited by law.

8.         Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of any sale or impose any other terms or conditions on any sale and, if Seller deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice.  Notwithstanding anything to the contrary herein, all terms of the sale and Auction are at the Seller’s discretion.