Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN...

18
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 REVSTONE INDUSTRIES, LLC, et al.,’ ) Case No. 12-13262 ) Debtors. ) (Jointly Administered) MOTION OF US TOOL & ENGINEERING, LLC PURSUANT TO SECTIONS 105(a) AND 363 OF THE BANKRUPTCY CODE FOR AUTHORITY TO (A) CONDUCT AN AUCTION FOR PERSONAL PROPERTY ASSETS, AND (B) SELL ASSETS TO THE SUCCESSFUL BIDDERS AT AN AUCTION FREE AND CLEAR OF ALL ENCUMBRANCES US Tool & Engineering, LLC, one of the above-captioned debtors and debtors in possession (the "Debtor"), files this motion (the "Motion") for entry of an order, in the form attached hereto as Exhibit A, pursuant to sections 105(a) and 363 of title 11 of the United States Code (the "Bankruptcy Code"), authorizing the Debtor to (a) conduct an auction for substantially all of its personal property assets primarily consisting of the equipment described on Exhibit B hereto, as such exhibit may be amended or supplemented (the "Equipment"), and (b) sell the Equipment to the successful bidder(s) at an auction free and clear of all encumbrances in accordance with the auction procedures described herein. The Debtor further requests authority to (a) use the proceeds of the auction to satisfy expenses specifically relating to the sale of the Equipment, including utilities, rent, taxes and insurance, pursuant to sections 363 and 506 of the Bankruptcy Code, and (b) abandon any of the Equipment that cannot be sold at auction pursuant The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. DOCSDE:185966. 1 73864/001 Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10

Transcript of Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN...

Page 1: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

REVSTONE INDUSTRIES, LLC, et al.,’ ) Case No. 12-13262 )

Debtors. ) (Jointly Administered)

MOTION OF US TOOL & ENGINEERING, LLC PURSUANT TO SECTIONS 105(a) AND 363 OF THE BANKRUPTCY

CODE FOR AUTHORITY TO (A) CONDUCT AN AUCTION FOR PERSONAL PROPERTY ASSETS, AND (B) SELL ASSETS TO THE SUCCESSFUL

BIDDERS AT AN AUCTION FREE AND CLEAR OF ALL ENCUMBRANCES

US Tool & Engineering, LLC, one of the above-captioned debtors and debtors in

possession (the "Debtor"), files this motion (the "Motion") for entry of an order, in the form

attached hereto as Exhibit A, pursuant to sections 105(a) and 363 of title 11 of the United States

Code (the "Bankruptcy Code"), authorizing the Debtor to (a) conduct an auction for substantially

all of its personal property assets primarily consisting of the equipment described on Exhibit B

hereto, as such exhibit may be amended or supplemented (the "Equipment"), and (b) sell the

Equipment to the successful bidder(s) at an auction free and clear of all encumbrances in

accordance with the auction procedures described herein. The Debtor further requests authority

to (a) use the proceeds of the auction to satisfy expenses specifically relating to the sale of the

Equipment, including utilities, rent, taxes and insurance, pursuant to sections 363 and 506 of the

Bankruptcy Code, and (b) abandon any of the Equipment that cannot be sold at auction pursuant

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.

DOCSDE:185966. 1 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10

Page 2: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

to section 554 of the Bankruptcy Code. In support of the Motion, the Debtor respectfully

represents as follows:

Jiiricdh’finn

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 1 57(b)(2). Venue is proper before

this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

2. The statutory bases for the relief sought herein are sections 105(a), 363,

506 and 554 of the Bankruptcy Code, Rules 6004(h) and 6005 of the Federal Rules of

Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 6005-1 of the Local Rules for the

United States Bankruptcy Court for the District of Delaware (the "Local Rules")

Background

3. On January 7, 2013, the Debtor filed a voluntary petition for relief under

chapter 11 of the Bankruptcy Code. The Debtor continues to manage its property as a debtor in

possession. No trustee, examiner or committee has been appointed in the Debtor’s chapter 11

case.

4. The Debtor has terminated operations and its principal remaining asset is

the Equipment. The Debtor estimates that the Equipment may be worth in the range of $750,000

to $1.25 million. Boston Finance Group, LLC ("BFG") asserts a lien against the Equipment and

a claim against the Debtor in an amount exceeding $4.5 million. BFG also asserts an unsecured

guarantee claim against Revstone Industries, LLC ("Revstone") for any deficiency in BFG’s

claim against the Debtor.

1 DOCSDE: 185966.173864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 2 of 10

Page 3: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

5. The Equipment is located in the Debtor’s leasehold facility in Lansing,

Michigan (the "Facility"), which is currently under the management of a court-appointed

receiver (the "Receiver"). The Equipment is properly safeguarded within the Facility under the

supervision of the Receiver. The Equipment is also covered under a property insurance policy.

The Debtor’s representatives have been granted access to the Facility by the Receiver in order to

inspect the Equipment and solicit bids from liquidators.

6. The Debtor believes, in the exercise of its sound business judgment, that

the best mechanism to maximize the value of the Equipment is to conduct a public auction (the

"Auction")

7. Concurrently herewith, the Debtor has filed an application to retain and

employ Myron Bowling Auctioneers, Inc., Utica Leaseco, LLC, PPL Group LLC, and Maynard

Industries (199 1) Inc. (collectively, the "Auctioneer") as auctioneer for the Debtor in connection

with the sale of the Equipment.

Relief Requested

8. By this Motion, the Debtor seeks entry of an order (a) authorizing the

Debtor to conduct the Auction for the Equipment; (b) authorizing the Debtor to sell the

Equipment to the successful bidders at the Auction free and clear of all encumbrances; and (c)

approving the procedures for the auction as summarized below. The Debtor further requests

authority to (a) use the proceeds of the Auction to satisfy expenses specifically relating to the

sale of the Equipment, including utilities, rent, taxes and insurance, pursuant to sections 363 and

506 of the Bankruptcy Code and (b) abandon any of the Equipment that cannot be sold at the

Auction pursuant to section 554 of the Bankruptcy Code.

2 DOCSDE:185966.173864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 3 of 10

Page 4: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

Proposed Procedures for Auction

9. To facilitate the Auction, the Debtor proposes the implementation and

approval of the following procedures:

(a) The Auctioneer shall guarantee the Debtor the sum of $600,000.00 (the

"Guarantee Price"). The Auctioneer shall pay the Debtor a deposit of 10%

upon execution of the agreement with the Auctioneer, which shall be

credited to the Guarantee Price. The balance of the Guarantee Price shall

be paid to the Debtor the day before the Auction.

(b) The Auctioneer shall conduct a public auction of the Equipment, free and

clear of any liens, claims, interests and encumbrances, on location at the

Facility approximately six (6) weeks following Court approval, on a date

to be determined. The Equipment shall be sold "as is, where is," with all

faults, and without any representation or warranty whatsoever. The

Auctioneer shall be granted access to the Facility to conduct the Auction.

(c) The Auctioneer shall retain the first $600,000.00 of Auction proceeds as

reimbursement of the Guarantee Price and the next $50,000.00 of Auction

proceeds to offset Auction expenses advanced by the Auctioneer. All

Auction proceeds in excess of $650,000.00 (exclusive of buyer’s premium

and sales tax) shall be split 90% to the Debtor and 10% to Auctioneer.

The Debtor’s share shall be paid 14 business days following the Auction.

(d) The Auctioneer shall charge and collect sales and use taxes to Auction

buyers, where applicable, unless Auction buyers present a tax exempt

3 DOCSDE:1859661 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 4 of 10

Page 5: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

certificate. The Auctioneer will be authorized to file all applicable sales

and use tax and to remit the funds collected at the sale for such taxes to the

appropriate taxing authority.

(e) Buyer’s Premium is compensation for the services provided under this

Agreement. The Auctioneer shall charge and retain a 15% buyer’s

premium for each item sold onsite and an 18% buyer’s premium for each

item sold online.

Basis for Relief

A. Applicable Legal Standards for Auction and Sale Procedures

10. Section 363(b)(1) of the Bankruptcy Code provides, in relevant part, that a

debtor in possession, "after notice and a hearing, may use, sell, or lease, other than in the

ordinary course of business, property of the estate." 11 U.S.C. § 363(b)(1). Section 363(b) does

not set forth a standard for determining when it is appropriate for a court to authorize the

disposition of a debtor’s assets prior to confirmation of a plan. However, courts in this Circuit

and others have required that the decision to sell assets outside the ordinary course of business be

based upon a debtor’s sound business judgment. See In re Martin, 911 F.3d 389, 395 (3d Cir.

1996); In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983); In re Delaware & Hudson Ry.

Co., 124 B.R. 169, 175-76 (D. Del, 1991); In re Trans World Airlines Inc., No, 01-0056, 2001

Bankr. LEXIS 980, at *29 (Bankr. D. Del. Apr, 2, 2001).

11. In structuring bidding procedures, auctions and sales pursuant to section

363(b) of the Bankruptcy Code, a debtor has broad discretion to construct a transaction that, in

its business judgment, will deliver the most value to the entire estate, including its creditors and

DOCSDE: 185966.173864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 5 of 10

Page 6: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

all stakeholders. See In re Quality Stores, Inc., 272 B.R. 643, 647 (Bankr. W.D. Mich. 2002)

(noting that debtors have "wide business discretion" in selling assets under section 363); In re

Wilson Freight Co., 30 B.R. 971, 975 (Bankr. S.D.N.Y. 1983) (in approving a debtor’s right to

set a minimum price threshold at an auction conducted pursuant to section 363(b), the court

noted that "the Code grants the debtor substantial discretion as to the method of conducting the

sale and as to negotiating and obtaining bids."); see also In re Williams, 152 B.R. 123, 127

(Banks. N.D. Tex. 1992) (holding that a debtor in possession has fiduciary obligations to the

entire estate).

12. Section 105(a) of the Bankruptcy Code provides a bankruptcy court with

broad powers in the administration of a case under title 11. Section 105(a) provides that "[t]he

court may issue any order, process, or judgment that is necessary or appropriate to carry out the

provisions of [title 11]." 11 U.S.C. § 105(a). Provided that a bankruptcy court does not employ

its equitable powers to achieve a result not contemplated by the Bankruptcy Code, the exercise of

its section 105(a) power is proper. See In re Fesco Plastics Corp., 996 F.2d 152, 154 (7th Cir.

1993); In re Pincus, 280 B.R. 303, 312 (Bank. S.D.N.Y. 2002). Pursuant to section 105(a), a

court may fashion an order or decree that helps preserve or protect the value of a debtor’s assets.

See, e.g., In re Chinichian, 784 F. 2d 1440, 1443 (9th Cir. 1986) ("Section 105 sets out the power

of the bankruptcy court to fashion orders as necessary pursuant to the purposes of the

Bankruptcy Code."); In re Cooper Props. Liquidating Trust, Inc., 61 B.R. 531, 537 (Bankr. W.D.

Tenn. 1986) (noting that bankruptcy court is "one of equity and as such it has a duty to protect

whatever equities a debtor may have in property for the benefit of its creditors as long as that

protection is implemented in a manner consistent with the bankruptcy laws.").

DOCSDE:1 85966.1 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 6 of 10

Page 7: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

13. Section 506(c) of the Bankruptcy Code contemplates that a debtor in

possession may recover from property securing an allowed secured claim the reasonable,

necessary costs of preserving, or disposing of such property to the extent of any benefit to the

holder of the claim.

14. Section 554(a) of the Bankruptcy Code provides that a debtor in

possession may abandon any property of the estate that is burdensome to the estate or that is of

inconsequential value and benefit to the estate.

B. The Auction and Sale Procedures Should Be Approved: A "Sound Business Purpose" Justifies the Auction and the Sale of the Equipment

15. The Debtor submits that the Auction and sale procedures set forth herein

are a sound exercise of its business judgment, which is in the best interests of its estate and all

parties in interest. The Debtor has terminated operations and believes that the best mechanism

for maximizing the value of the Equipment is through a public auction. The procedures for the

Auction summarized herein would allow the Debtor, with the assistance of the Auctioneer, to

expeditiously liquidate the Equipment in the most efficient and cost-effective manner. The

proposed Auction also will minimize risk to the estate given that the Auctioneer has guaranteed a

return of at least $600,000 to the Debtor. Accordingly, the Debtor submits that the Auction is a

sound exercise of its business judgment.

16. Further, the Debtor seeks to use the proceeds of the auction to satisfy

expenses specifically relating to the sale of the Equipment, including utilities, rent, taxes and

insurance. Such expenses are necessary costs that will have the effect of maximizing value from

the Auction for the benefit of BFG, which asserts a lien in the Equipment.

DOCSDE:185966.1 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 7 of 10

Page 8: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

17. To the extent that any of the Equipment is not sold at the Auction, the

Debtor requests authority to abandon it. Any such Equipment would be a continuing burden on

the estate and of inconsequential value of benefit to the estate because such Equipment cannot be

sold and would require the estate to incur costs associated with moving, storing, and potentially

insuring such Equipment.

C. The Sale of the Equipment on a Free and Clear Basis Satisfies the Requirements of Section 363(f) of the Bankruptcy Code

18. Under section 363(f) of the Bankruptcy Code, a debtor in possession may

sell all or any part of its property free and clear of any and all liens, claims or interests in such

property if-

(i) such a sale is permitted under applicable non-bankruptcy law;

(ii) the party asserting such a lien, claim or interest consents to such sale;

(iii) the interest is a lien and the purchase price for the property is greater than the aggregate amount of all liens on the property;

(iv) the interest is the subject of a bonafide dispute; or

(v) the party asserting the lien, claim or interest could be compelled, in a legal or equitable proceeding, to accept a money satisfaction for such interest.

See 11 U.S.C. § 363(1); Citicorp Homeowners Services, Inc. v. Elliot (In re Elliot), 94 B.R.

343, 345 (ED. Pa. 1988) (noting that section 363(f) is written in the disjunctive; therefore, a

court may approve a sale "free and clear" provided at least one of the subsections is met).

19. Any secured creditor, including BFG, that fails to object to the Auction

procedures proposed herein can be deemed by the Court to have consented thereto. Further,

7 DOCSDE:185966.173864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 8 of 10

Page 9: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

BFG’s interests in the Equipment are adequately protected because such interests will attach with

the same priority, enforceability and validity to any proceeds of sale.

D. Relief From the Fourteen Day Waiting Period Under Bankruptcy Rule 6004(h) is Appropriate

20. Bankruptcy Rule 6004(h) provides that an "order authorizing the use, sale,

or lease of property is stayed until the expiration of 14 days after entry of the order, unless the

court orders otherwise." The Debtor requests that the order approving this Motion be effective

immediately by providing that the fourteen day stay under Bankruptcy Rule 6004(h) is waived.

21. No previous request for the relief sought herein has been made to this or

any other Court.

Notice

22. Notice of this Motion has been or will be given to the following parties or,

in lieu thereof, to their counsel, if known: (a) the Office of the United States Trustee; (b) the

Debtor’s prepetition secured lenders; (c) the Official Committee of Unsecured Creditors of

Revstone; and (d) all parties who have timely filed requests for notice under Rule 2002 of the

Federal Rules of Bankruptcy Procedure. The Debtor submits that, in light of the nature of the

relief requested, no other or further notice need be given.

DOCSDE:185966.1 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 9 of 10

Page 10: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

WHEREFORE, the Debtor respectfully requests that the Court enter an order,

substantially in the form annexed hereto as Exhibit A, (a) authorizing the Debtor to conduct the

Auction for the Equipment pursuant to the procedures summarized herein; (b) authorizing the

sale of the Equipment to the successful bidder(s) at the Auction free and clear of all

encumbrances; and (c) granting such other and further relief as the Court deems just and proper.

Dated: February 7,1, 2013 PACHU).8K1 STANG ZIEHL & JONES LLP

Jil Laura Davis Jones (Bar No. 2436) Alan J. Kornfeld (CA Bar No. 130063) Maxim B. Litvak (CA Bar No. 215852) Timothy Cairns (Bar No. 4228) 919 North Market Street, 17 th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected]

[email protected] [email protected] [email protected]

[Proposed] Counsel for US Tool & Engineering, LLC

DOCSDE: 185966.1 73864/001

Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 10 of 10

Page 11: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

EXHIBIT A

Case 12-13262-BLS Doc 241-1 Filed 02/21/13 Page 1 of 4

Page 12: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 )

REVSTONE INDUSTRIES, LLC, et al.,’ ) Case No. 12-13262 )

Debtors. ) (Jointly Administered)

ORDER GRANTING MOTION OF US TOOL & ENGINEERING, LLC PURSUANT TO SECTIONS 105(a) AND 363 OF THE BANKRUPTCY CODE

AND AUTHORIZING DEBTOR TO (A) CONDUCT AUCTION FOR PERSONAL PROPERTY ASSETS, AND (B) SELL SUCH ASSETS TO THE SUCCESSFUL BIDDERS AT AN AUCTION FREE AND CLEAR OF ALL ENCUMBRANCES

This matter having come before the Court on the Motion of US Tool &

Engineering, LLC Pursuant to Sections 105(a) and 363 of the Bankruptcy Code For Authority to

(A) Conduct an Auction for Personal Property Assets, and (B) Sell Assets to the Successful

Bidders at an Auction Free and Clear ofAll Encumbrances (the "Motion"), 2 filed by the Debtor;

the Court having reviewed the Motion; the Court finding that (a) the Court has jurisdiction over

this matter pursuant to 28 U.S.C. §§ 157 and 1334, (b) this is a core proceeding pursuant to 28

U.S.C. § 157(b)(2), (c) notice of the Motion was sufficient under the circumstances, (d) the

Auction and the procedures for the sale of the Equipment pursuant to the terms of the Motion are

in the best interests of the Debtor and its estate and creditors, and (e) any objections to the

Motion or the relief requested therein having been withdrawn, resolved or overruled; and the

Court having determined that the legal and factual bases set forth in the Motion establish just

The Debtors in these Chapter 11 Cases and the last four digits of each Debtor’s federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool & Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. 2 Unless otherwise noted, capitalized terms used herein have the meanings ascribed in the Motion.

DOCS_DE:185966.173864/001

Case 12-13262-BLS Doc 241-1 Filed 02/21/13 Page 2 of 4

Page 13: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

cause for the relief granted herein; and after due deliberation and sufficient cause appearing

therefor,

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The relief requested in the Motion is GRANTED.

2. To facilitate the Auction, the following procedures are approved:

(a) The Auctioneer shall guarantee the Debtor the sum of $600,000.00 (the

"Guarantee Price"). The Auctioneer shall pay the Debtor a deposit of 10%

upon execution of the agreement with the Auctioneer, which shall be

credited to the Guarantee Price. The balance of the Guarantee Price shall

be paid to the Debtor the day before the Auction.

(b) The Auctioneer shall conduct a public auction of the Equipment, free and

clear of any liens, claims, interests and encumbrances, on location at the

Facility approximately six (6) weeks following Court approval, on a date

to be determined. The Equipment shall be sold "as is, where is," with all

faults, and without any representation or warranty whatsoever. The

Auctioneer shall be granted access to the Facility to conduct the Auction.

(c) The Auctioneer shall retain the first $600,000.00 of Auction proceeds as

reimbursement of the Guarantee Price and the next $50,000.00 of Auction

proceeds to offset Auction expenses advanced by the Auctioneer. All

Auction proceeds in excess of $650,000.00 (exclusive of buyer’s premium

and sales tax) shall be split 90% to the Debtor and 10% to Auctioneer.

The Debtor’s share shall be paid 14 business days following the Auction.

2 DOCSDE: 185966.1 73864/001

Case 12-13262-BLS Doc 241-1 Filed 02/21/13 Page 3 of 4

Page 14: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

(d) The Auctioneer shall charge and collect sales and use taxes to Auction

buyers, where applicable, unless Auction buyers present a tax exempt

certificate. The Auctioneer will be authorized to file all applicable sales

and use tax and to remit the funds collected at the sale for such taxes to the

appropriate taxing authority.

(e) Buyer’s Premium is compensation for the services provided under this

Agreement. The Auctioneer shall charge and retain a 15% buyer’s

premium for each item sold onsite and an 18% buyer’s premium for each

item sold online.

3. The Debtor is authorized use the proceeds of the Auction to satisfy

expenses specifically relating to the sale of the Equipment, including utilities, rent, taxes and

insurance, pursuant to sections 363 and 506 of the Bankruptcy Code.

4. The Debtor is authorized to abandon any of the Equipment that cannot be

sold at the Auction pursuant to section 554 of the Bankruptcy Code.

5. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h),

7062, 9014 or otherwise, the terms and conditions of this order shall be immediately effective

and enforceable upon its entry.

6. This Court shall retain jurisdiction over any and all issues arising from or

related to the implementation and interpretation of this Order.

Dated: 5 2013 Honorable Brendan L. Shannon United States Bankruptcy Judge

3 DOCSDE:185966. 1 73864/001

Case 12-13262-BLS Doc 241-1 Filed 02/21/13 Page 4 of 4

Page 15: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

EXHIBIT B

70934-00I\DOCS_LA:230340.6

Case 12-13262-BLS Doc 241-2 Filed 02/21/13 Page 1 of 4

Page 16: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

US TOOL & ENGINEERING, LLC EQUIPMENT LIST

EXHIBIT "A"

1. OKK MODEL VM-7 CNC VERTICAL MACHINING CENTER, SIN 225 (MA64270), (2002)

2. OKK MODEL VMS-2 CNC VERTICAL MACHINING CENTER, SIN 861 (MA60806), (2002)

3. AWEA MODEL SP2016 CNC BRIDGE TYPE VERTICAL MACHINING CENTER, SIN 5744, (2005)

4. SHARPE VERTICAL MILLING MACHINE, SIN 51223241

5. STERLING DRILL POINTER, SIN DC40579, (1996)

6. ACER MODEL AGS-618 6" X 18" HAND FEED SURFACE GRINDER, SIN 9711216, (1997)

7. REID MODEL 1226 6" X 18" HAND FEED SURFACE GRINDER, SIN 20350, (1975)

8 GRAND RAPIDS MODEL 556 HYDRAULIC SURFACE GRINDER, SIN 556237

9. BLANCHARD MODEL NO. 18 ROTARY SURFACE GRINDER, SIN 6701

10.DOALL MODEL C-57 HORIZONTAL BAND SAW, SIN N/A

11. ROLL-IN BAND SAW, SIN N/A

12. CARLTON RADIAL ARM DRILL, SIN 3A4893

13.FOSDICK DRILL PRESS, SIN N/A

14. FLOOR STANDING DRILL PRESS

15. TOLEDO 350-TON STRAIGHT SIDE DOUBLE CRANK PRESS

16. HAMILTON MODEL 14812 650-TON STRAIGHT SIDE DOUBLE CRANK PRESS

17. BLISS MODEL 675 110-TON STRAIGHT SIDE DOUBLE CRANK PRESS

18. MILLER MODEL CP-200 MIG WELDER

Page lof3 2114/2013

Case 12-13262-BLS Doc 241-2 Filed 02/21/13 Page 2 of 4

Page 17: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

US TOOL & ENGINEERING, LLC EQUIPMENT LIST

EXHIBIT "A"

19. HYSTER MODEL SI5OA 15,000# FORKLIFT, SIN A240 1982P

20. MILLER MODEL SPECTRUM 625 PLASMA CUTTER

21. MILLER MODEL 330 AMP WELDER

22. MILLER MODEL CP-250-TS WELDER

23.MITSUBISHI MODEL FA-IOM WIRE EDM, SIN 51A1M197

24. MITSUBISHI MODEL FA-10A WIRE EDM, SIN 03A1M524

25.ZEISS MODEL WMM850 CNC CMM, SIN 70493

26.WILSON MODLE 4JRBB ROCKWELL HARDNESS 1,000 1,250 TESTER, SIN 4JRBB392

27. MANUFACTURER UNKNOWN 5-TON DOUBLE GIRDER UNDERSLUNG BRIDGE CRANE

28. MICHIGAN CRANE & CONVEYOR 15-TON DOUBLE GIRDER TOP RUNNING BRIDGE CRANE

29. MANUFACTURER UNKNOWN 15-TON DOUBLE GIRDER TOP RUNNING BRIDGE CRANE

30.ROBBINS & MEYERS 5-TON SINGLE GIRDER UNDERSLUNG BRIDGE CRANE

31.(7) BUDGET 2-TON SINGLE GIRDER UNDERSLUNG ELECTRIC CHAIN HOISTS

32.(4) BUDGET 1-TON SINGLE GIRDER UNDERSLUNG ELECTRIC CHAIN HOISTS

33. KALAMAZOO COMBINATION 12" DISC/6" BELT SANDER, SIN UNKNOWN

34. (LOT) MISCELLANEOUS, TO INCLUDE: WORKBENCHES, TABLES, STANDS, SAW HORSES, CARTS, STEEL SHELVES, DESKS, CHAIRS, STOOLS, MACHINE VISES, BENCH VISES, PRECISION VISES, PARALLELS, SET-UP BLOCKS, V-BLOCKS, ANGLE PLATES, SURFACE PLATES, TOOL HOLDERS, CHUCKS, COLLETS, CLAMPS, 6" BELT SANDER, HAND TOOLS, ELECTRIC HAND TOOLS,

Page 2 of 3 2/14/2013

Case 12-13262-BLS Doc 241-2 Filed 02/21/13 Page 3 of 4

Page 18: Case 12-13262-BLS Doc 241 Filed 02/21/13 Page 1 of 10 IN ...upshotservices.s3.amazonaws.com/files/0135ac04-c1cc-4502...5. The Equipment is located in the Debtor’s leasehold facility

US TOOL & ENGINEERING, LLC EQUIPMENT LIST

EXHIBIT "A"

PNEUMATIC HAND TOOLS, INSPECTION GAGES AND TOOLS, HEIGHT GAUGES, CALIPERS, CHAINS, SLINGS, HOOKS, ARBOR PRESSES, BARRELS, HOPPERS, ETC.

35.GROB MODEL NS-18-10 VERTICAL BAND SAW

36.QUINCY MODEL QSB40AOA32SR 40-HP ROTARY SCREW AIR COMPRESSOR, SIN 92244J, W/ HANKISON C0170 AIR DRYER, SIN 0322A-1 -77-073

37. LOT OF OFFICE FURNITURE�DESKS, TABLES, CHAIRS, SAFE, BUSINESS MACHINES, MISCELLANEOUS CONTENTS OF OFFICE AREA

38. KIA MODEL #KV25P CNC PALLET TYPE MACHINING CENTER, SIN KV2506323

39. KIWA KH-45, SIN JB4721, (2005)

40.FADAL VMC 6030, SIN 11929, (2001)

41.DAKE DRILL PRESS

42. BELT SANDER

43. GLASS BEAD CABINET

44. LEBLOND ENGINE LATHE

45. WELLS BAND SAW, SIN 268

46. MITSUBISHI WATERJET SUPREMA, SIN 29012, (2009)

47.K&TMILL

48.ACER MILLING MACHINE (1998)

49.MIKUNI HOLE POPPER EDM S1100, SIN 1088, (2005)

50. HARDING TURRET LATHE

Page 3 of 3 2/14/2013

Case 12-13262-BLS Doc 241-2 Filed 02/21/13 Page 4 of 4