Crosby Marine Transportation - Chapter 11 Bidding Procedures Summary

Crosby Marine Master Sale Summary

Part I — Case Background and Common Sale Process

Background

• Crosby Marine Transportation, LLC and its affiliates Crosby Tugs, L.L.C., Crosby Dredging, LLC and Bertucci Contracting Company, L.L.C. filed voluntary chapter 11 petitions on March 23, 2026 in the U.S. Bankruptcy Court for the Eastern District of Louisiana, and their cases were ordered jointly administered under Case No. 26-10678 on March 24, 2026.
• Ten additional affiliated debtors — Crosby Inshore Marine Service, L.L.C., Crosby Marine Repair, L.L.C., Crosby Offshore Marine Service, L.L.C., Kurt Crosby, L.L.C., Tala Marine, L.L.C., Webb Crosby, L.L.C., Crosby Inland Marine, L.L.C., Crosby Real Estate, LLC, Tala Real Estate, LLC and Crosby Enterprises, L.L.C. (Case Nos. 26-11734 through 26-11743) — were added to the joint administration by order entered July 21, 2026 [ECF Doc. 663].
• Four further affiliated debtors — Susan Marie, LLC (No. 26-11960), Vinton Crosby, LLC (No. 26-11962), Tara Crosby, LLC (No. 26-11963) and Crosby & Son Towing, LLC (No. 26-11964) — were added to the joint administration by order entered August 7, 2026 [ECF Doc. 780], satisfying the Breakwater Stalking Horse Agreement's requirement that those entities file for bankruptcy on or prior to the Qualified Bid Deadline.
• The Debtors and certain of their subsidiaries and affiliates are engaged in the business of providing marine transportation support services in aid of oil, gas, and other infrastructure operations/dredging and related services in the inland and coastal waters of the United States.
• The Debtors filed the Bidding Procedures Motion on June 30, 2026 [Docket No. 571], which was heard on July 17, 2026, and the Court entered the Bidding Procedures Order on July 21, 2026 [ECF Doc. 665], approving the Bidding Procedures attached as Exhibit 1 thereto. The objection filed by Luhr Bros., Inc. [ECF Doc. 624] was overruled as to the Bidding Procedures and continued as to any forthcoming sale motion.
• On July 28, 2026, the Court entered a Memorandum Opinion and Order [ECF Doc. 709] (the "ROFR Order"), which modifies the Bidding Procedures Order and controls over the Bidding Procedures to the extent of any conflict. Its findings include that (i) because the Amended and Restated Limited Liability Company Agreement of Luhr Crosby, LLC dated December 1, 2021 (the "Operating Agreement" or "LLC Agreement") is not an executory contract, it cannot be assumed and assigned under section 365(f) of the Bankruptcy Code; (ii) Luhr Bros., Inc. does not need to participate in the bidding process to have the opportunity to purchase the Bertucci Interest; and (iii) the Debtors' identification of the Successful Bid for the Bertucci Interest, with or without an Auction, triggers Luhr Bros.' right of first refusal under section 10.07 of the Operating Agreement. The ROFR Order also modified the Bidding Procedures Order to provide that any designated stalking horse for the Bertucci Interest will not serve as an initial bidder, but will provide a guaranteed back-stop amount — whether cash or credit bid — for the asset if no one bids on it. The Debtors' rights to appeal or seek reconsideration of the ROFR Order are expressly preserved.
• The Debtors, with the assistance of their advisors, engaged in a marketing and sale process to solicit and develop the highest or otherwise best offer for the Assets, on which the Bidding Procedures were designed to build.
• The Bidding Procedures Order and Bidding Procedures contemplate the Debtors potentially designating multiple Stalking Horse Bidders for different Assets. Two Stalking Horse Bidders were designated, and the Court approved both designations and both sets of Bid Protections by separate orders entered August 6, 2026:
  • On July 28, 2026, pursuant to Section III of the Bidding Procedures Order, the Debtors selected Breakwater Buyer, LLC as a Stalking Horse Bidder for the Purchased Assets and executed the Breakwater Buyer Stalking Horse Agreement (Part II below); the designation and Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 774], on the Debtors' Stalking Horse Notice [ECF Doc. 713] and expedited motion [ECF Doc. 717]; and
  • On July 29, 2026, the Debtors selected JMB Capital Partners Lending, LLC as a Stalking Horse Bidder for the Acquired Interests and entered into the Membership Interest Purchase Agreement dated July 29, 2026 (Part III below); the designation and Bid Protections were approved, as limited by the ROFR Order, by order entered August 6, 2026 [ECF Doc. 778], on the Debtors' JMB Stalking Horse Notice [ECF Doc. 721] and expedited motion [ECF Doc. 722].
• On August 11, 2026, the Debtors filed a Notice of Successful Bid for the Acquired Interests and Cancellation of Auction with respect thereto [ECF Doc. 803], designating an August 7, 2026 Qualified Bid by JMB in the amount of $70,000,001.00 as the Successful Bid for the Acquired Interests and cancelling the Auction as to those interests only. Service of that notice commenced the fifteen-day period within which Luhr Bros. could elect to exercise its right of first refusal, and Luhr Bros. timely exercised that right on August 20, 2026. See Part III below.
• The Auction for all other Assets was conducted on August 13 and August 14, 2026, and on August 15, 2026 the Debtors filed the Post-Auction Notice of Successful Bidders, Assigned Contracts, and Cure Costs [ECF Doc. 820], identifying Breakwater Buyer, LLC and PNC Bank as Successful Bidders and C-Tugs, LLC and State Bank & Trust Company as Backup Bidders. See "Auction Results" below.
• The Sale Hearing was conducted on August 31, 2026 and September 1, 2026 before the Honorable Meredith S. Grabill. In support of the sales and in response to objections, the Debtors filed an omnibus reply supported by the Declaration of Geoffrey Richards [ECF Doc. 914] (the "Sale Declaration"). Four separate sale orders followed:
  • September 1, 2026 [ECF Doc. 918] — approving the sale of Bertucci's 49.99% membership interest in Luhr Crosby, LLC to Luhr Bros., Inc. pursuant to a Membership Interest Purchase Agreement dated August 25, 2026, with JMB designated Backup Bidder (Part III);
  • September 3, 2026 [ECF Doc. 930] — approving the sale of substantially all assets of the specified Debtors to Breakwater Buyer, LLC pursuant to an Amended and Restated Asset Purchase Agreement, and approving the assumption and assignment of the Assigned Contracts (Part II);
  • September 3, 2026 [ECF Doc. 929] — approving the sale of the immovable property at 17771 Highway 3235, Galliano, Louisiana by Crosby Real Estate, LLC to BankPlus pursuant to an Asset Purchase Agreement dated August 25, 2026 (Part V); and
  • September 4, 2026 [ECF Doc. 938] — approving the sale of the M/V KURT J. CROSBY and related collateral to PNC Bank, N.A. or its designees pursuant to a Bill of Sale (Part IV).
• Each sale order provides that its findings apply to that sale only, have no res judicata, collateral estoppel or other preclusive effect on other proposed sales of the Debtors' assets, and do not authorize, approve, impair or otherwise affect any separate sale, transaction or credit bid involving other assets. The Breakwater Sale Order identifies the PNC and BankPlus credit bid sales by name as transactions it does not affect.
• Each sale order is effective and enforceable immediately upon entry, with the fourteen-day stay under Bankruptcy Rules 6004(h) and 6006(d) expressly waived, and must be served by first-class U.S. mail within three days on all parties not receiving CM/ECF notice.
• On September 15, 2026, the Debtors consummated the Breakwater Sale, other than the transfer of four vessels subject to the security interest of prepetition lender ELGA One, LLC-Series III, which filed its own chapter 11 case in the U.S. Bankruptcy Court for the Northern District of Illinois on September 14, 2026 and contends that a sale of its collateral free and clear would violate the automatic stay in that case. The Court denied four vessel lenders' emergency motion to stay the Breakwater Sale Order pending appeal on September 11, 2026 [ECF Doc. 983]. Allocation of the Breakwater cash proceeds among the individual Breakwater Assets remains pending on the Debtors' Amended Expedited Motion filed September 22, 2026 [ECF Doc. 1027]. See Part VI below.

Parties Involved

• Debtors: Crosby Marine Transportation, LLC (lead case, No. 26-10678, designated a Complex Case, Section A); Crosby Tugs, L.L.C. (No. 26-10679); Crosby Dredging, LLC (No. 26-10680); Bertucci Contracting Company, L.L.C. (No. 26-10681); Crosby Inshore Marine Service, L.L.C. (No. 26-11734); Crosby Marine Repair, L.L.C. (No. 26-11735); Crosby Offshore Marine Service, L.L.C. (No. 26-11736); Kurt Crosby, L.L.C. (No. 26-11737); Tala Marine, L.L.C. (No. 26-11738); Webb Crosby, L.L.C. (No. 26-11739); Crosby Inland Marine, L.L.C. (No. 26-11740); Crosby Real Estate, LLC (No. 26-11741); Tala Real Estate, LLC (No. 26-11742); Crosby Enterprises, L.L.C. (No. 26-11743); Susan Marie, LLC (No. 26-11960); Vinton Crosby, LLC (No. 26-11962); Tara Crosby, LLC (No. 26-11963); and Crosby & Son Towing, LLC (No. 26-11964).
• The Debtors' Chief Restructuring Officer is Lawrence Perkins; the Investment Banker is Raymond James & Associates, Inc.; and bankruptcy counsel is Lugenbuhl, Wheaton, Peck, Rankin & Hubbard (Benjamin W. Kadden). Co-counsel to the official committee of unsecured creditors for Crosby Tugs, L.L.C. and Crosby Dredging, LLC are Seward & Kissel LLP and Fishman Haygood LLP; co-counsel to the DIP Lender are Norton Rose Fulbright US LLP and Jones Walker LLP.
• Breakwater Purchaser: Breakwater Buyer LLC (or its assigns), a Delaware limited liability company, executed by Thomas H.F.M. Lefebvre Billecart, President. Notices to the Purchaser are directed c/o Tallvine Partners Management in Coral Gables, Florida, with a copy to the Purchaser’s New York counsel.
• Luhr Crosby Buyer: Luhr Bros., Inc., an Illinois corporation holding 50.01% of the issued and outstanding membership interests of Luhr Crosby, LLC and the holder of the right of first refusal under section 10.07 of the LLC Agreement. Notices are directed to Jay Luhr and Sheryl Metzgel in Columbia, Illinois, with a copy to Vedder Price P.C. (David L. Kane) in Chicago.
• JMB: JMB Capital Partners Lending, LLC, a California limited liability company, signed by Vikas Tandon, Chief Investment Officer. JMB is the Debtors' DIP Lender under the Senior Secured Super-Priority Debtor-in-Possession Loan, Guaranty, and Security Agreement dated April 21, 2026, and is the Backup Bidder for the Acquired Interests following Luhr Bros.' ROFR exercise. JMB's August 7, 2026 Qualified Bid was transmitted by Robert M. Hirsh of Norton Rose Fulbright US LLP, which is also co-counsel to the DIP Lender.
• Vessel purchaser: PNC Bank, N.A. or one or more of its designees or assignees, a lender under the Loan and Security Agreement dated June 28, 2018 (the "KJC Loan Agreement"), whose $6,350,000 credit bid for the M/V KURT J. CROSBY was approved by order entered September 4, 2026 [ECF Doc. 938].
• Real property purchaser: BankPlus, a Mississippi state-chartered banking corporation (or its assigns), whose severable $1,000,000 credit bid for the Galliano property was approved by order entered September 3, 2026 [ECF Doc. 929].
• Auction participants and credit bidders: C-Tugs, LLC, designated Backup Bidder for the WholeCo Assets; PNC Bank; State Bank & Trust Company, whose credit bids of $1,000,000 for the M/V ELLE ALEXANDRA and $925,000 for the M/V CAPT. RANDY JAMES were selected as Backup Bids [ECF Doc. 820]; and BankPlus, which submitted an initial credit bid of $4,020,000 covering the Galliano property, the immovable property at 17751, 17752 and 17753 Highway 3235 Galliano, and certain described movable property.
• Post-sale parties: ELGA One, LLC-Series III ("ELGA"), a prepetition secured lender to the Debtors holding a security interest in four vessels included in the Breakwater Sale and a chapter 11 debtor in the U.S. Bankruptcy Court for the Northern District of Illinois (Case No. 26-15162, before Judge Peterman); four vessel lenders appealing the Breakwater Sale Order (the "Appealing Lenders"), not named in the Amended Motion; and mediator Harley Riedel, appointed upon motion by various lenders [ECF Doc. 986] following the initial appointment of the Hon. John Kolwe [ECF Doc. 940].
• Seller-side entity asymmetries between the transactions: Bertucci Contracting Company, L.L.C., although one of the jointly administered Debtors, is not a Seller under the Breakwater Agreement (it is the Seller under the Luhr Crosby MIPA). Conversely, Tara Crosby LLC, Susan Marie LLC, Vinton Crosby LLC and Crosby & Son Towing LLC are Sellers under the Breakwater agreement that were not Debtors when the original agreement was executed; each has since been added to the joint administration by order entered August 7, 2026 [ECF Doc. 780], and each is a Seller under the Amended and Restated Asset Purchase Agreement.
• Source note: the JMB Agreement's cover page and disclosure schedules identify the Buyer as "JMB Capital Lending Partners, LLC," while the preamble, signature block and Stalking Horse Notice use "JMB Capital Partners Lending, LLC"; the JMB Stalking Horse Notice caption and the caption of the Notice of Successful Bid [ECF Doc. 803] refer to a "49.9%" interest while their bodies, the Agreement, the findings in the entered JMB order [ECF Doc. 778], JMB's August 7, 2026 Qualified Bid letter and Exhibit A to the Luhr Crosby LLC Agreement (29,999,999 of 60,000,000 units) state 49.99%; footnote 1 of the Notice of Successful Bid lists Crosby Dredging, LLC as "[No. 26-10678]" rather than No. 26-10680; and JMB's Qualified Bid letter states that the chapter 11 cases are pending in the U.S. Bankruptcy Court for the Eastern District of New Jersey before Judge Grabill, whereas the cases are pending in the Eastern District of Louisiana. The Post-Auction Notice [ECF Doc. 820] repeats the Crosby Dredging, LLC case-number error in its footnote 1 and states the Breakwater credit bid component as "$3,7500,000"; the stated components sum to the $126,225,000 aggregate only at $3,750,000. The same Crosby Dredging case-number error recurs in footnote 1 of each of the four entered sale orders, although the form of Transaction Approval Order attached to the Breakwater APA as Exhibit C states the number correctly. Additional drafting gaps in the entered documents: the Amended and Restated Asset Purchase Agreement attached to the Breakwater Sale Order is dated "August [ • ], 2026" and retains a "Note to Draft" footnote to its exhibit list; the Bill of Sale attached to that agreement is undated and recites the Original Agreement dated July 28, 2026 rather than the amended and restated agreement; the BankPlus Sale Order and APA state the Raymond James fee and the Credit Bidder Stalking Horse Fee Share as "[•]" rather than dollar amounts; the Luhr Crosby Sale Order identifies the account for payment of the Purchase Price as "that certain bank account ending in [•]"; and the CG-1340 Bill of Sale attached to the PNC Sale Order names the buyer as 3CVF Disposition, LLC of Wilmington, Delaware, with the consideration, date and signature fields left blank, while the order itself refers to PNC Bank, N.A. or one or more of its designees or assignees. The Amended Allocation Motion [ECF Doc. 1027] refers to Docket No. 571 as the "Sale Motion" rather than the Bidding Procedures Motion, and its signature block identifies Lugenbuhl as "Proposed Counsel for Debtors and Debtors in Possession."

Assets Being Sold (Overview)

• The Bidding Procedures govern the process by which the Debtors are authorized to solicit bids and conduct a potential Auction for the sale or sales of some or all of the Debtors' Assets, or another Transaction.
• For the avoidance of doubt, a vessel owned by a Debtor is an individual Asset, and to the extent a vessel is included in a Bid, the Bid must allocate a portion of the Purchase Price to that vessel.
• To the extent property owned by a non-Debtor that is subject to a Pre-Petition Lender's lien is made available for bidding and sale, such sale is subject to the rights of the applicable Pre-Petition Lender; provided that nothing precludes the sale of such non-Debtor property with that lender's consent.
• The two designated Stalking Horse Bids covered distinct Assets: the Breakwater Bid covered the operating marine transportation and dredging Purchased Assets (Part II), and the JMB Bid covered Bertucci's 49.99% minority membership interest in Luhr Crosby, LLC (Part III). The Auction was cancelled with respect to the Acquired Interests only and was conducted on August 13, 2026 for all other Assets. As approved, the estate assets were disposed of in four separate transactions: the Breakwater going-concern sale (Part II), the Luhr Crosby interest sale to Luhr Bros. (Part III), the M/V KURT J. CROSBY credit bid sale to PNC (Part IV), and the Galliano real property credit bid sale to BankPlus (Part V).

Consultation Parties

• The Consultation Parties are (a) counsel to the official committee of unsecured creditors for Crosby Tugs, L.L.C. and Crosby Dredging, LLC (Seward & Kissel LLP and Fishman Haygood LLP) and (b) JMB, in its capacity as DIP Lender, together with its subsidiaries, affiliates, designees, assignees and advisors.
  • If the DIP Lender submits a Bid, including a credit bid, on a particular Asset serving as DIP collateral or subject to a lien under the DIP Order, it ceases to be a Consultation Party with respect to the Sale of that Asset but remains a Consultation Party for all other individual Assets constituting DIP collateral. If the DIP Lender bids for all or substantially all of the Debtors' Assets, it ceases being a Consultation Party altogether.
  • Solely with respect to a sale of the Bertucci Membership Interest, JMB is not a Consultation Party.
• Consulting Pre-Petition Lenders are the Debtors' pre-petition vessel lenders explicitly identified as holding "Existing Liens" in Exhibit 1 to the Cash Collateral Order [ECF Doc. 294] that have filed a notice of appearance and delivered a written election to participate as a consulting party with respect to some or all of their collateral; such election does not waive or impair their credit bid rights. A Pre-Petition Lender is a Consulting Pre-Petition Lender only with respect to a Sale of its own collateral, and exercising credit bid rights on one Asset does not by itself terminate that status as to other Assets.
• A Pre-Petition Lender has the rights of a full Consultation Party with respect to a Sale of its collateral only if it is a Consulting Pre-Petition Lender and has waived its credit bid rights for that Asset, either by not submitting a timely Bid or by written waiver.
• The Debtors may disqualify Potential Bidders that communicate among themselves or with a Consultation Party without prior written consent, and may strip consultation rights from a Consultation Party or Consulting Pre-Petition Lender that violates the communications restrictions, subject to notice and good-faith efforts to resolve the issue; a Qualified Bidder that is a Pre-Petition Lender or other Secured Creditor may not be stripped of its credit bid rights absent a separate order of the Court.
• The DIP Lender's rights as a Consultation Party are in addition to its rights under the DIP Documents; in the event of any conflict between the DIP Documents and the Bidding Procedures or the Bidding Procedures Order, the DIP Documents control. Likewise, the Pre-Petition Lenders' rights are in addition to their rights under the Cash Collateral Order, which controls in the event of inconsistency.
• Under the Final Cash Collateral Order [ECF Doc. 294], the Subject MCA Parties are Existing Secured Parties for purposes of paragraphs 3 and 4 of that order only; the Breakwater Sale Order provides that none of the Subject MCA Parties is an "Existing Secured Party" for purposes of that Sale Order.

Potential Bidder Requirements and Due Diligence

• Preliminary Bid Documents (due July 22, 2026, at 11:59 p.m. CT) from each Potential Bidder (other than any Stalking Horse Bidder and any Pre-Petition Lender, each of which is deemed a Potential Bidder) must include an executed Confidentiality Agreement in form and substance acceptable to the Debtors; a non-binding Indication of Interest identifying the Assets sought, consideration offered per Asset, contracts and leases to be assumed and assigned with proposed cure amounts, conditions precedent and other material terms; preliminary proof of financial capacity, the adequacy of which must be acceptable to the Debtors in their sole determination; bidder identity, jurisdiction and form of organization, ownership and capital structure, and any controlling persons, significant equity or debt investors and guarantors; a summary of business, operational and financial qualifications, capitalization, credit rating (if available) and liquidity; a list of financial, legal and other advisors engaged; and a description of contemplated due diligence.
• Only Potential Bidders that submit acceptable Preliminary Bid Documents to the reasonable satisfaction of the Debtors and their advisors, after consultation with the Consultation Parties, may submit bids; the Debtors may provide notice of, and an opportunity to cure, any deficiency.
• Only Potential Bidders that have submitted acceptable Preliminary Bid Documents, including any Stalking Horse Bidder, are eligible to receive due diligence information and access to the Debtors' electronic data room. All due diligence requests must be directed to Raymond James, and all substantive direct communications with Potential Bidders and Qualified Bidders must go through Raymond James.
• The Debtors will provide reasonable due diligence information as requested in writing as soon as reasonably practicable and will post substantially all written diligence to the data room. The diligence period ends on the Bid Deadline, though the Debtors will provide reasonable access to information reasonably requested by any Qualified Bidder thereafter.
• Potential Bidders may not directly or indirectly contact or engage in discussions regarding the Debtors or a potential transaction with other Potential Bidders, the Pre-Petition Lenders, or any customer, supplier or contractual counterparty of the Debtors without the Debtors' prior written consent.
• The Debtors may decline to provide information to Potential Bidders that have not established, or have raised doubt as to, their good faith intent or capacity to consummate a Sale, and may withhold or modify commercially sensitive diligence materials from any bidder that is or is affiliated with a competitor or customer.
• A Potential Bidder denied the opportunity to bid or denied access to certain information may file a motion within three days of the Debtors' notice appealing that decision, to be heard by the Court on an expedited basis. Failure by a Potential Bidder (including any Qualified Bidder) to comply with reasonable requests for additional information and due diligence access regarding its ability to consummate may be a basis for the Debtors to determine that it is no longer a Qualified Bidder or that its bid is not a Qualified Bid.

No Collusion

• Potential Bidders are absolutely prohibited from engaging in any collusive act to control the sale price of any Asset or the allocation of a Purchase Price across Assets. There must be no communications among Potential Bidders, or between Potential Bidders and the Consultation Parties, absent the Debtors' prior written consent.
• Pre-Petition Lenders and other Secured Creditors may communicate, consult or coordinate with one another regarding the Sale process, Bidding Procedures, Auction or any Bid (including a credit bid), provided they do not coordinate credit bids, fix prices, allocate assets or otherwise engage in conduct prohibited by law, including section 363(n) of the Bankruptcy Code.
• The Debtors reserved all rights and remedies under section 363(n). Each entered sale order finds that the applicable agreement was negotiated, proposed and entered into without collusion, in good faith and at arm's length, and that no party engaged in conduct that would cause or permit the sale to be avoided or costs or damages imposed under section 363(n).

Bid Requirements

• To be eligible to purchase the Assets or participate in the Auction, a Potential Bidder (including a credit bidder, but excluding any Stalking Horse Bidder) was required to deliver a written, irrevocable and binding Bid satisfying the Bid Requirements, which include, among others:
  • Full disclosure of the bidding entity's identity, shareholders, partners, investors and ultimate controlling entities, evidence of legal authority to complete the transaction, and contact information for Raymond James and Lugenbuhl;
  • Identification of the Assets sought and liabilities to be assumed, and a clearly stated Purchase Price (cash and non-cash components, contracts and leases to be assumed, cure costs, and other assumed liabilities) as a single point value in U.S. dollars on a cash-free, debt-free basis, together with an allocation of the Purchase Price among the Assets sought (each vessel owned by a Debtor is an individual Asset requiring its own allocation);
  • Satisfaction of the Minimum Purchase Price where a Stalking Horse Bid exists;
  • Executed transaction documents, including a draft purchase agreement (form to be provided at least seven days prior to the Bid Deadline) and, for Assets subject to a Stalking Horse Bid, a markup of the Stalking Horse Agreement and related exhibits, schedules and ancillary agreements five days prior to the start of the Auction, with amendments that may not be materially more burdensome or inconsistent with the Bidding Procedures; a Pre-Petition Lender credit bidding on its own collateral instead submits a customary "as-is, where-is" bill of sale;
  • Committed debt and equity financing sufficient to satisfy the Purchase Price and other obligations, documented to the Debtors' reasonable satisfaction and not subject to internal approval, syndication requirements, diligence or credit committee approvals (waivable by the Debtors case-by-case; inapplicable to a credit bid by a Secured Creditor on its own collateral);
  • No conditions on financing, internal approval or the outcome of due diligence, with each closing condition identified with particularity; diligence is expected to be complete by the Bid Deadline;
  • An "As-Is, Where-Is" acknowledgement and representation, including that the Assets are sold with "all faults" and without representations or warranties (other than warranties of title in any bill of sale), including as to the seaworthiness of any vessel;
  • Evidence of corporate authorization for the Bid and the Sale (inapplicable to a credit bid by a Secured Creditor on its own collateral);
  • Identification of contracts and leases to be assumed and assigned, payment of all related Cure Costs, and a demonstration of adequate assurance of future performance;
  • A description of all governmental, licensing, regulatory or other approvals or consents required to close, evidence of the ability to obtain them timely, and an estimated timetable and basis for that estimate;
  • Compliance with the Bankruptcy Code and applicable non-bankruptcy law, a written acknowledgement agreeing to the terms of the Sale set forth in the Bidding Procedures, and a statement under penalty of perjury of no collusion, coordination or unfair competitive practices;
  • Irrevocability until entry of a final, non-appealable order approving the Successful Bid and Backup Bid where the bidder is not identified as the Successful Bidder or Backup Bidder;
  • A waiver of any breakup fee, transaction fee, termination fee, expense reimbursement or similar payment, including under section 503(b);
  • An agreement to abide by and honor the Bidding Procedures and not to submit a Bid or seek to reopen the Sale process or the Auction after conclusion of the selection of the Successful Bidder;
  • Consent to the Court's jurisdiction and waiver of any right to a jury trial;
  • Agreement to serve as a Backup Bidder if the Bid is the next highest or otherwise best Bid; and
  • An expected closing date no later than September 12, 2026, subject to extension pursuant to the terms of an asset purchase agreement after consultation with the Consultation Parties.
• Only Bids satisfying all requirements could, in the Debtors' sole discretion after consultation with the Consultation Parties, be deemed "Qualified Bids," and only parties submitting Qualified Bids could be deemed "Qualified Bidders." All information disclosed by a Potential Bidder in satisfaction of the Bid Requirements was to be made available to the Consultation Parties and any Stalking Horse Bidder, except that confidential financing and equity commitment documents are shared with the Consultation Parties on a "professionals' eyes only" basis.
• Each Stalking Horse Bidder is deemed a Qualified Bidder and its Stalking Horse Bid a Qualified Bid; the August 6, 2026 orders confirm that treatment for both Breakwater and JMB for all purposes under the Bidding Procedures Order.
• Bids were required to be received by the Debtors' counsel (Lugenbuhl) and investment banker (Raymond James) no later than 5:00 p.m. CT on August 7, 2026. The Bid Deadline lapsed on that date; the only Qualified Bid received for the Acquired Interests was JMB's $70,000,001.00 bid. For the Breakwater Assets, C-Tugs, LLC's Bid was the highest and best bid at the Bid Deadline and was designated the Starting Bid; other than the BankPlus Credit Bid and the bids for substantially all assets submitted by Breakwater Buyer and C-Tugs, no Qualified Bids were received with respect to the Galliano property.
• Under the ROFR Order, Luhr Bros. need not participate in the bidding process to have the opportunity to purchase the Bertucci Interest, and its exercise of the ROFR is exempt from the JMB overbid requirement.

Good Faith Deposit

• Each Bid (other than a Stalking Horse Bid made pursuant to a Stalking Horse Agreement in which the Debtor has altered the requirement) must be accompanied by a cash deposit equal to 10% of the Bid's Purchase Price, submitted by wire transfer to an escrow account established by the Debtors.
  • Where a portion of the Purchase Price consists of a credit bid, the Good Faith Deposit equals the sum of (A) the lesser of (x) 5% of the credit bid portion and (y) $100,000, plus (B) 10% of the non-credit bid portion.
  • If a Qualified Bid (other than a Stalking Horse Bid) is modified to increase the Purchase Price, the Debtors may require the deposit be increased to 10% of the increased Purchase Price.
• Deposits are held in interest-free escrow, and the DIP Lender's liens attach to all of the Debtors' and their estates' rights and interests in each Good Faith Deposit.
• Deposits of Bids determined not to be Qualified Bids are refunded within five business days after the Bid Deadline; deposits of Qualified Bidders that are not Successful Bidders or Backup Bidders are returned within five business days after the Auction or upon permanent withdrawal of the proposed Sale; and Backup Bidder deposits are returned within five business days after consummation of the applicable Sale or upon permanent withdrawal.
• The Successful Bidder's deposit is credited to the purchase price upon consummation of a Sale. If a Successful Bidder fails to consummate, the deposit is governed by the terms of that bidder's asset purchase agreement. Deposit terms specific to each transaction appear in Parts II through V; neither the JMB agreement nor the Luhr Crosby MIPA requires any good faith deposit.

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on assets of the Debtors' estates whose claim is not subject to a bona fide dispute by the Debtors, and that has the right under applicable non-bankruptcy law to credit bid claims secured by that lien (a "Secured Creditor"), including the DIP Lender and the Pre-Petition Lenders, may credit bid all or a portion of the value of its claims under section 363(k), provided that:
  • the credit bid conforms with the Bid Requirements except as otherwise explicitly provided in the DIP Order, the Bidding Procedures or the Bidding Procedures Order, or as waived in writing by the Debtors;
  • a Secured Creditor may credit bid only against the collateral securing its claim;
  • any credit bid must include a cash component sufficient to pay (a) any fee payable to Raymond James for the Sale of the Assets included in the Bid and (b) Bid Protections allocable to the Assets credit bid upon (the "Credit Bidder Stalking Horse Fee Share"), with such fees payable at closing and not a precondition to qualification of the credit bid; and
  • the Debtors must promptly deliver copies of any credit bid to the Consulting Pre-Petition Lenders, Consultation Parties and any Stalking Horse Bidder for such Assets.
• The Credit Bidder Stalking Horse Fee Share is ratable based on the upward change in collateral value between the Stalking Horse Bid and the Successful Bid, and is owed by a Secured Creditor only if the Successful Bid includes its credit bid and the amount allocated to its collateral exceeds the amount allocated to the applicable Asset in the Stalking Horse Bid. If the Successful Bidder is a third party that is neither the applicable Stalking Horse Bidder nor a credit bidder, that third party is responsible for the Credit Bidder Stalking Horse Fee Share.
• Any Secured Creditor wishing to preserve its right to credit bid at the Auction must submit a Qualified Bid by the Bid Deadline; failure to do so waives the right to credit bid on Assets other than those identified in its Bid, without waiving the right to object to a Sale under section 363(f). A Secured Creditor that qualifies as a Qualified Bidder by virtue of a credit bid may increase its credit bid at the Auction.
• Three of the four approved transactions are satisfied in whole or in part by credit bid: Breakwater's $3,750,000 credit bid of its court-approved Bid Protections (Part II), PNC's $6,350,000 credit bid under the KJC Loan Agreement (Part IV), and BankPlus's $1,000,000 credit bid against its Existing Debt (Part V). The Luhr Crosby interest is being sold for cash (Part III).

Overbid

• Where Assets are subject to a Stalking Horse Bid, the Purchase Price of a competing Bid must exceed the total Stalking Horse Bid Purchase Price, plus any Bid Protections, plus the Minimum Overbid Increment (collectively, the "Minimum Purchase Price"). A Secured Creditor may credit bid for an Asset that is its collateral in an amount less than allocated to that Asset in a Stalking Horse Bid, and where no Stalking Horse Bid exists for a Secured Creditor's collateral, no Minimum Purchase Price applies to such credit bid.
• Where a Stalking Horse Bidder is selected, the Starting Bid must be no less than the Stalking Horse Bid Purchase Price plus any Bid Protections payable to the Stalking Horse Bidder plus a Minimum Overbid Increment determined by the Debtors in their business judgment (after consultation with the Consultation Parties) and announced at the Auction; the initial Minimum Overbid Increment must be at least the amount set forth in the applicable Stalking Horse purchase agreement.
• Bids at the Auction must exceed the previously leading Bid by at least the Minimum Overbid Increment (or a greater amount announced by the Debtors) and, where the leading bid is from a Stalking Horse Bidder, the amount of that bidder's Bid Protections. The deal-specific initial and subsequent increments — and the ROFR carve-out from the overbid and matching-right provisions — appear in Parts II and III.

Stalking Horse Designation, Bid Protections Limits and Objection Procedures

• The Debtors were authorized, but not directed, in their sole discretion and after consultation with the Consultation Parties, to select one or more Qualified Bidders to act as Stalking Horse Bidder(s), enter into Stalking Horse Agreement(s), and offer Bid Protections consisting of a Break-Up Fee, an Expense Reimbursement (reasonable and documented out-of-pocket fees and expenses, including attorneys' fees), and other appropriate and customary protections, subject to the following limitations:
  • The total Break-Up Fee for any particular Stalking Horse Agreement may not exceed 3.0% of the Purchase Price contemplated by that agreement; and
  • The combined Break-Up Fee and Expense Reimbursement may not exceed 5.0% of that Purchase Price, in each case subject to any Purchase Price adjustments set forth in the Stalking Horse Agreement, absent further order of the Court.
• A potential Stalking Horse Bid was required to be received by Raymond James no later than 5:00 p.m. CT on the date that is two business days prior to the Outside Stalking Horse Designation Date. The Debtors' outside date to file a Stalking Horse Notice was July 29, 2026.
• Any objection to the designation of a Stalking Horse Bidder or to the Bid Protections was required to be filed no later than three business days after service of the applicable Stalking Horse Notice — July 31, 2026 for the Breakwater designation and August 3, 2026 for the JMB designation.
• Rather than rely on the deemed-approval mechanism in the Bidding Procedures Order, the Debtors filed expedited motions for each designation [ECF Docs. 717 and 722], and the Court entered separate orders approving both designations and both sets of Bid Protections on August 6, 2026 [ECF Docs. 774 and 778]. The Breakwater order followed the record of the July 17, 2026 hearing; the JMB order followed the records of the July 17, 2026 and August 4, 2026 hearings.
• Other than Bid Protections approved for a Stalking Horse Bidder, no person or entity is entitled to any expense reimbursement, break-up fee, "topping," termination or similar fee or payment, and by submitting a bid each such party waives any such request, including under section 503(b); provided that a Pre-Petition Lender submitting a credit bid is not divested of its ability to receive post-petition interest, fees, costs and expenses from the proceeds of that Asset's disposition in accordance with section 4(d) of the Cash Collateral Order [ECF Doc. 294].
• The automatic stay under section 362 is modified with respect to the Debtors, to the extent necessary and without further order of the Court, to permit a Stalking Horse Bidder to deliver notices under its Stalking Horse Agreement (including a termination notice), take actions permitted thereunder to terminate the agreement, and assert claims with respect to the Break-Up Fee (Back-Up Fee, in the case of JMB) and Expense Reimbursement.

Auction and Evaluation of Qualified Bids

• If two or more Qualified Bids (including any Stalking Horse Bid) were received for applicable Assets, the Debtors would conduct an Auction for those Assets. If only one Qualified Bid was received, no Auction would be held and that Qualified Bid would be designated the Successful Bid.
• The Auction was cancelled with respect to the Acquired Interests only [ECF Doc. 803] and commenced as scheduled on August 13, 2026 at 10:00 a.m. CT at 601 Poydras Street, 11th Floor, New Orleans, Louisiana 70130 (the Conference Centre on 11 at the Pan American Life Center) with respect to all other Assets, and was held on August 13 and 14, 2026.
• Each Qualified Bidder was required to attend in person through at least one duly authorized representative, subject to the Debtors' discretion to permit remote participation by other representatives after consultation with the Consultation Parties. Attendance was limited to Qualified Bidders and their advisors, the Debtors and their advisors, the Consultation Parties and their advisors, and any other person approved by the Court.
• Prior to the Auction, the Debtors and their advisors evaluated Qualified Bids, could engage in negotiations with bidders, and identified the highest or otherwise best Qualified Bid(s) as the Starting Bid, in their sole discretion after consultation with the Consulting Pre-Petition Lenders and the Consultation Parties.
• Bid Factors the Debtors may consider in evaluating Qualified Bids include the amount and nature of the Purchase Price; the value provided and net economic effect on the estates, taking into account any Stalking Horse Bidder's rights to Bid Protections; proposed changes to the form purchase agreement and comparative favorability versus any Stalking Horse Agreement, including delay and cost; excluded assets and liabilities and contracts or leases to be assumed, including litigation costs and the incremental costs and uncertainties of piecemeal versus whole-company sales; likelihood and timing of closing, including regulatory approvals; benefit or cost from any assumption or waiver of liabilities or tax implications; transaction structure and execution risk; and any other factors the Debtors reasonably deem relevant.
• Each Qualified Bidder was given time to respond to prior bids; the Auction was to be transcribed or recorded; and each Qualified Bidder was required to confirm on the record that it had not engaged in collusion, coordination or unfair competitive practices and that its Bid was an irrevocable, binding, good faith and bona fide offer.
• Under the ROFR Order, the Debtors' identification of the Successful Bid for the Bertucci Interest — whether or not an Auction is held — triggers Luhr Bros.' right of first refusal. That identification occurred by the Notice filed August 11, 2026 [ECF Doc. 803].
• Each entered sale order finds that the bidding and related procedures were complied with in all material respects; that the marketing and sale process was robust, diligent and extensive and substantively and procedurally open and fair; and that the applicable agreement constitutes the highest or otherwise best offer for the assets it covers.

Successful Bid and Backup Bid

• The Auction continues until only one Qualified Bid is the highest or otherwise best bid for the applicable Assets (the "Successful Bid"). The Debtors may select more than one Qualified Bid to collectively serve as the Starting Bid or as a Successful Bid if each contemplates the purchase of different Assets.
• The Qualified Bidder(s) with the second highest or otherwise best bid(s) are designated Backup Bidder(s) by the Debtors at the conclusion of the Auction, after consultation with the Consultation Parties. The Debtors must file notice of the Backup Bid(s) and Backup Bidder(s) with the Court no later than 24 hours after the conclusion of the Auction.
• Each Backup Bidder must keep its Qualified Bid open and irrevocable until closing of the transaction with the applicable Successful Bidder, subject to the terms of its asset purchase agreement; a Stalking Horse Bidder designated as Backup Bidder must keep its Bid open only for so long as required under the applicable Stalking Horse Agreement. The Backup Bidder's Good Faith Deposit is held in escrow until such closing.
• If a Successful Bidder fails to consummate within the time permitted after entry of the Sale Order, the Backup Bidder is automatically deemed to have submitted the Successful Bid and must consummate the Sale as soon as commercially practicable, after consultation with the Consultation Parties and subject to the terms of its asset purchase agreement and applicable Court orders; the Debtors must file a notice with the Court.
• Post-order status of the backup designations:
  • JMB is the Backup Bidder for the Acquired Interests by operation of the Luhr Crosby Sale Order, which provides that if the Seller and Luhr Bros. do not consummate the MIPA and the Seller and JMB instead consummate under the membership interest purchase agreement between them (the "Backup MIPA"), JMB is a good faith purchaser entitled to the full protections of section 363(m).
  • The PNC Sale Order provides that, notwithstanding anything to the contrary in the Bidding Procedures Order, the Stalking Horse Notice, the Post-Auction Notice, or stated on the record at the Auction, no party is selected or approved as the Back-Up Bidder with respect to the M/V KURT J. CROSBY and related collateral.
  • The Breakwater and BankPlus Sale Orders do not address the Auction backup designations; the record reviewed contains no further order with respect to C-Tugs, LLC or State Bank & Trust Company, and the M/V ELLE ALEXANDRA and M/V CAPT. RANDY JAMES remain within the Breakwater Purchased Assets.

Auction Results

• The Auction commenced on August 13, 2026, at 10:00 a.m. CT at 601 Poydras Street, 11th Floor, New Orleans, Louisiana 70130 (the Conference Centre on 11 at the Pan American Life Center). The Debtors filed the Post-Auction Notice of Successful Bidders, Assigned Contracts, and Cure Costs on August 15, 2026 [ECF Doc. 820]. The Auction was held on August 13 and 14, 2026.
• At the conclusion of the Auction, the Debtors, in accordance with the Bidding Procedures and after consultation with the Consultation Parties, selected as Successful Bids:
  • the bid package submitted by Breakwater Buyer, LLC, with an aggregate purchase price of $126,225,000 (the "WholeCo Successful Bidder Purchase Price") for the Stalking Horse Assets, excluding the vessel M/V KURT J. CROSBY, comprised of (i) cash in the amount of $116,125,000; (ii) a credit bid of $3,750,000, in the amount of Breakwater Buyer's court-approved Bid Protections; and (iii) a credit in the amount of $6,350,000 on account of the value ascribed to the M/V KURT J. CROSBY in PNC Bank's credit bid; and
  • the credit bid submitted by PNC Bank in the amount of $6,350,000 for the M/V KURT J. CROSBY.
• The Debtors selected as Backup Bids, to the extent the Successful Bids are not timely consummated:
  • the bid package submitted by C-Tugs, LLC for an aggregate purchase price of $125,222,222.22 (the "WholeCo Backup Bidder Purchase Price") for the Assets identified in C-Tugs' Qualified Bid submitted as of the Bid Deadline, excluding the vessels M/V KURT J. CROSBY, M/V ELLE ALEXANDRA and M/V CAPT. RANDY JAMES, comprised of (i) cash in the amount of $116,947,222.22; (ii) a credit of $6,350,000 on account of the value ascribed to the M/V KURT J. CROSBY in PNC Bank's credit bid; (iii) a credit of $1,000,000 on account of the value ascribed to the M/V ELLE ALEXANDRA in State Bank and Trust's credit bid; and (iv) a credit of $925,000 on account of the value ascribed to the M/V CAPT. RANDY JAMES in State Bank and Trust's credit bid;
  • the credit bid by State Bank & Trust Company in the amount of $1,000,000 for the M/V ELLE ALEXANDRA; and
  • the credit bid by State Bank & Trust Company in the amount of $925,000 for the M/V CAPT. RANDY JAMES.
• The Breakwater Successful Bid exceeds the $75,000,000 Stalking Horse Purchase Price by $51,225,000. Its $3,750,000 credit bid component equals the sum of the Break-Up Fee ($2,250,000) and the Expense Reimbursement cap ($1,500,000) approved by order entered August 6, 2026 [ECF Doc. 774].
• Post-Auction adjustments reflected in the entered sale orders:
  • The M/V KURT J. CROSBY was documented as a stand-alone credit bid sale to PNC and added to the Amended and Restated Asset Purchase Agreement's schedule of Other Excluded Assets (Schedule 2.01(b)(xi)).
  • Breakwater Buyer was designated the Successful Bidder for the Galliano property at the conclusion of the Auction and thereafter agreed to amend the Breakwater APA to exclude that property from the Breakwater Assets without reducing its purchase price, which the BankPlus Sale Order finds was to the benefit of the Debtors and their estates. BankPlus confirmed that its $4,020,000 credit bid included a severable $1,000,000 credit bid for the Galliano property, and the Debtors, having received no other Bids for that asset, selected BankPlus as the Successful Bidder for it.
  • Consistent with those carve-outs, the Breakwater Sale Order authorizes the Sale for $116,125,000 in cash, a $3,750,000 credit bid of the court-approved Bid Protections, Determined Cure Costs as of the Closing Date up to $5,000,000, and the assumption of the Assumed Liabilities — the $126,225,000 aggregate stated in the Post-Auction Notice less the $6,350,000 credit ascribed to the M/V KURT J. CROSBY.
• The Post-Auction Notice addresses only the Assets other than the Acquired Interests, consistent with the August 11, 2026 designation of the JMB Qualified Bid as the Successful Bid for the Acquired Interests and the cancellation of the Auction as to those interests [ECF Doc. 803].

Post-Auction Notice and Sale Approval

• No later than 24 hours after the conclusion of the Auction, the Debtors were required to file a Post-Auction Notice identifying the Successful Bid(s) and Successful Bidder(s), including a list of any Assigned Contracts to be assumed and assigned together with Cure Costs, and serve it on counsel to any Stalking Horse Bidder, the Consultation Parties, and all parties that submitted a Bid. The Debtors filed the Post-Auction Notice on August 15, 2026 [ECF Doc. 820], with the schedule of Assigned Contracts and Cure Costs attached as Exhibit A [ECF Doc. 820-1].
• The Sale Hearing commenced on August 31, 2026 and continued on September 1, 2026 before the Honorable Meredith S. Grabill. The Court found in each sale order that notice of the Motion, the Bidding Procedures Order, the applicable agreement, the Sale Hearing and the Sale — including by publication of the Sale Notice [ECF Doc. 675] on the dates reflected in the Certificate of Publication [ECF Doc. 854] — was due, proper, timely, adequate and sufficient, and that no further notice is required.
• All objections to each Sale that were not withdrawn, waived, resolved or otherwise settled, and all reservations of rights included therein, were denied and overruled on the merits with prejudice; all persons and entities that did not object or that withdrew their objections are deemed to have consented under section 363(f)(2). Untimely objections to the PNC Sale Order are forever barred.
• Each sale order finds that the applicable purchaser is a good faith purchaser entitled to the full protections of section 363(m), that the consideration constitutes reasonably equivalent value and fair consideration, and that the sale may not be avoided under section 363(n) or as a fraudulent transfer.

Assumption and Assignment; Cure Notice

• No later than July 22, 2026, at 11:59 p.m. CT, the Debtors were to file and serve the Cure Notice on non-Debtor Contract Counterparties and post it at https://cases.stretto.com/crosby. Service of a Cure Notice does not constitute an admission that a Contract is executory or that it will be assumed or assumed and assigned.
• The Debtors served the Notice to Contract Parties to Potentially Assumed Executory Contracts and Unexpired Leases [ECF Doc. 676], an Amended Notice [ECF Doc. 683], an Amended Second Notice [ECF Doc. 789] and a corrected Amended Second Notice [ECF Doc. 796] on all counterparties listed on the Contract and Lease Schedule attached as Exhibit 1 thereto, with certificates of service filed July 24, 2026 and August 11, 2026 [ECF Docs. 695, 696 and 806].
• The Breakwater Sale Order finds that the deadline to file an objection to the stated Cure Amount or to the Buyer's ability to provide adequate assurance of future performance expired and that no Cure Notice Objection was timely filed; each non-objecting counterparty is deemed to have consented to the assumption and assignment, the proposed Cure Amount, and the adequate assurance previously provided, and to have consented under section 365(c)(1)(B).
• Exhibit A to the Post-Auction Notice [ECF Doc. 820-1] lists the Assigned Contracts to be assumed and assigned together with Cure Costs: 51 customer contracts, each with a Cure Amount of $0.00, and 13 vendor contracts (numbered 1 through 14 with no entry numbered 6). The vendor Cure Amounts are Kirby Inland Marine, LP — $1,969,121.58; Southern Crane — $264,790.85; AT&T Wireless — $48,859.16; Greater Lafourche Port Commission — $14,130.00; Leaf Capital Funding — $8,585.58; KVH — $2,796.28; and Verizon Wireless — $354.24, with Luhr Crosby, LLC, Complete Network Management, Inc. (two entries), Network Solutions, Sage Software, Inc. and Spectrum each listed at $0.00. Aggregate scheduled Cure Costs are $2,308,637.69.
• Luhr Crosby, LLC appears on Exhibit A both as a customer counterparty (Master Time Charter Agreement, Crosby Tugs, L.L.C.) and as a vendor counterparty (Master Bareboat Charter Agreement covering dredges, Crosby Dredging, LLC), each at a $0.00 Cure Amount, notwithstanding Schedule 3.09(c)'s disclosure that Luhr Crosby is in material default under its Master Time Charter Agreement and the retention for the estates of claims against Luhr Crosby under Schedule 2.01(a)(ix).
• Certain Exhibit A entries omit an entity tag (GAC North America, John W Stone, Kevin Gros, Modern American Recycling), and the Network Solutions entry lists the entity as "Unknown."
• Where an objection related solely to Cure Costs (a "Cure Dispute"), the contract may be assumed and assigned provided the asserted cure amount (or such lower amount as agreed) is deposited into a segregated account, funded by the party responsible for that Cure Amount under the APA, pending adjudication or consensual resolution.
• Per the ROFR Order, the Luhr Crosby Operating Agreement is not an executory contract and therefore cannot be assumed and assigned under section 365(f). Consistent with this, JMB's August 7, 2026 Qualified Bid states that executory contracts and cure costs are "not applicable" to the Acquired Interests transaction, and neither the Luhr Crosby Sale Order nor the BankPlus Sale Order approves any assumption and assignment.
• The Luhr Crosby and BankPlus Sale Orders each preserve any executory contract or unexpired lease between the buyer or its affiliates, on the one hand, and any Debtor other than the applicable Seller, on the other (each a "Subject Contract"): nothing in those orders or their release provisions assumes, rejects, adopts, ratifies, terminates, modifies or amends any Subject Contract or impairs any party's rights, claims, defenses, counterclaims or setoffs thereunder, and each Subject Contract remains in full force and effect, with any assumption, assumption and assignment, or rejection to be effected only by separate agreement or further order of the Court.

Sale Objection Procedures

• The Sale Objection Deadline was August 24, 2026, at 4:00 p.m. CT. Objections were required to be in writing, to conform to the Bankruptcy Rules and Local Rules, to state with particularity the legal and factual basis and specific grounds, and to be filed and served so as to be actually received by the Sale Objection Notice Parties by the deadline.
• Sale Objection Notice Parties include Debtors' counsel (Lugenbuhl); co-counsel to the Committee (Seward & Kissel LLP and Fishman Haygood LLP); the U.S. Trustee for the Eastern District of Louisiana; co-counsel to the DIP Lender (Norton Rose Fulbright US LLP and Jones Walker LLP); counsel to any Stalking Horse Bidder; and any other party that has filed a notice of appearance.
• Any party failing to timely object on or before the Sale Objection Deadline is forever barred from asserting any objection to such Sale, including with respect to the transfer of the selling Debtors' Assets free and clear of all liens, claims, encumbrances and other interests, except as set forth in the applicable purchase agreement(s).
• The Debtors filed an omnibus reply in support of the sales and in response to objections to the proposed sale orders, supported by the Sale Declaration of Geoffrey Richards [ECF Doc. 914].

Sale Free and Clear; Successor Liability

• Each entered sale order authorizes the transfer of the applicable assets free and clear of all liens, claims, encumbrances and other interests of any kind or nature whatsoever, on the finding that one or more of the standards in sections 363(f)(1)–(5) is satisfied as to each, and provides that the order is self-executing, constitutes a full and complete general assignment and conveyance upon Closing, and may be filed, registered or recorded as conclusive evidence of the release of liens.
• To the greatest extent allowable by law, no purchaser is deemed a legal successor to the Debtors (other than with respect to obligations as an assignee under the Assigned Contracts arising after the Effective Date), to have merged de facto or otherwise with the Debtors, or to be an alter ego or mere continuation of the Debtors — including within the meaning of any revenue, pension, ERISA, COBRA, WARN Act, Fair Labor Standards Act, Title VII, ADEA, Federal Rehabilitation Act, NLRA, civil rights, environmental, tax, labor, employment or products liability law — and none has liability based on any theory of successor, transferee or vicarious liability. Other than as expressly set forth in the applicable purchase agreement with respect to Assumed Liabilities, no purchaser assumes any liability or obligation of the Debtors.
• Encumbrances attach to the proceeds of the applicable assets with the same validity, priority, force and effect they had against those assets, subject to the estates' claims and defenses — except in the PNC transaction, where the order finds that because the consideration is a credit bid there are no proceeds to which any potential senior liens, claims or interests can attach, and that such holders are adequately protected by the insurance coverages secured by the Debtors.
• No governmental unit may deny, revoke, suspend or refuse to renew any permit, license, registration or similar grant on account of the filing or pendency of the cases or the consummation of a Sale, and governmental authorities are directed to transfer or reissue licenses to the applicable purchaser as of Closing.
• No bulk sales or similar law applies to any of the Sales, and no sale order constitutes the grant of a tax exemption under section 1146(a).

Sale Notice and Publication

• No later than July 22, 2026, the Debtors were to serve the Bidding Procedures, the Sale Notice and the Cure Notice on the Notice Parties, and to publish the Sale Notice in The Times Picayune, The Advocate, The Division American Press, The Daily Advertiser, The Sun Herald, The Houston Chronicle, The Daily News, The Caller Times, Workboat (electronic newsletter) and The Wall Street Journal. The Bidding Procedures Order is internally inconsistent on the publication trigger: its decretal paragraph 16 requires publication within three business days after entry of the Order, while the dates tables in the Order and the Bidding Procedures require publication no later than three business days after service of the Sale Notice. Publication was effected as reflected in the Certificate of Publication [ECF Doc. 854].
• Copies of the Bidding Procedures Motion, Bidding Procedures and Bidding Procedures Order, and all related exhibits, are available free of charge from Stretto, the notice and claims agent, by telephone at (833) 307-4262 (toll free) or +1 (916) 405-7847 (international) or at https://cases.stretto.com/crosby/, and for a fee via PACER at http://www.laeb.uscourts.gov.
• To the extent of any inconsistency between the Sale Notice and the Bidding Procedures or the Bidding Procedures Order, the latter govern in all respects.

Reservation of Rights; Fiduciary Out

• The Debtors reserved the right to modify the Bidding Procedures in their sole discretion after consultation with the Consultation Parties, consistent with their fiduciary duties, including by extending deadlines, adjourning or canceling the Auction, modifying or adding Auction Procedures, rejecting any or all Bids or Qualified Bids, and adjusting the applicable minimum overbid increment. Under paragraph 5 of the Bidding Procedures Order, the Debtors' right to reject a Bid as inadequate or insufficient, non-conforming, or contrary to the best interests of the estates and creditors expressly does not extend to any Stalking Horse Bid.
• Nothing in the Bidding Procedures or the Bidding Procedures Order requires a Debtor or fiduciary of a Debtor, after consulting with counsel, to take or refrain from taking any action related to a sale transaction that would be inconsistent with applicable law or its fiduciary obligations.
• Each sale order provides that nothing contained in any plan of reorganization or liquidation, or in any order entered in these cases, in any subsequent chapter 7 case, or in any related proceeding, may conflict with or derogate from the applicable agreement or that sale order, and that the sale order governs to the extent of any such conflict. The Breakwater Sale Order further provides that, as between that Sale Order and the Bidding Procedures Order on the one hand and the APA or any Transaction Document on the other, the orders govern.
• Nothing in any sale order modifies or waives the closing conditions, post-closing covenants or termination rights in the applicable agreement, all of which remain in full force and effect in accordance with their terms.
• Each Court retains jurisdiction to interpret, implement and enforce the terms of the applicable sale order and agreement, to adjudicate disputes concerning the Sale, to compel delivery of the assets free and clear, and to enforce the injunctions and limitations of liability set forth therein.
• All Consultation Parties, Potential Bidders and Qualified Bidders are deemed to have consented to the core bankruptcy jurisdiction of the Court and waived any right to a jury trial in connection with disputes relating to any Sale, the Auction and the construction and enforcement of the Bidding Procedures and related documents.

Part II — Sale to Breakwater Buyer, LLC (Purchased Assets)

Parties and Filing

• Sellers: Crosby Dredging, LLC; Crosby Tugs, L.L.C.; Crosby Marine Transportation, LLC; Crosby Inshore Marine Service, L.L.C.; Crosby Marine Repairs, L.L.C.; Crosby Offshore Marine Service, L.L.C.; Kurt Crosby, L.L.C.; Tala Marine, L.L.C.; Webb Crosby, L.L.C.; Crosby Inland Marine, L.L.C.; Crosby Real Estate, LLC; Tala Real Estate, LLC; Crosby Enterprises, L.L.C.; Tara Crosby LLC; Susan Marie LLC; Vinton Crosby LLC; and Crosby & Son Towing LLC, each a Louisiana limited liability company.
• On or prior to the Qualified Bid Deadline (August 7, 2026), the Sellers were to cause Tara Crosby, LLC, Vinton Crosby, LLC, Susan Marie, LLC, and Crosby & Son Towing, LLC to file for bankruptcy and become part of the Chapter 11 Cases. Those four entities were added to the joint administration by order entered August 7, 2026 [ECF Doc. 780].
• The designation and the Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 774], granting the Debtors' expedited motion [ECF Doc. 717] filed on the Stalking Horse Notice [ECF Doc. 713], following the record of the July 17, 2026 hearing.
• The Sale was approved by the Order (I) Approving the Sale of Substantially All of the Assets of Specified Debtors Free and Clear of Claims, Liens, and Encumbrances, (II) Approving the Assumption and Assignment of Designated Executory Contracts and Unexpired Leases, and (III) Granting Related Relief, entered September 3, 2026 [ECF Doc. 930], following the Sale Hearing conducted August 31 and September 1, 2026. The operative agreement is the Amended and Restated Asset Purchase Agreement attached as Exhibit A to that order, which amends and restates in its entirety the Original Agreement dated July 28, 2026. The Purchased Assets do not include Bertucci's assets, and Bertucci's 49.99% membership interest in Luhr Crosby, LLC is not subject to that Sale Order.
• The Court found that the Sale is an integrated transaction, meaning that each component is an essential part of every other component and that the Sale can be consummated only if all components are consummated; accordingly, each component is subject to and protected by section 363(m).
• Exhibits A (Bill of Sale and Instrument of Assignment of Assets and Assumption of Liabilities), B (Form of Vessel Bill of Sale) and C (Form of Transaction Approval Order) were not filed with the original Stalking Horse Agreement; all three are attached to the Amended and Restated Asset Purchase Agreement as filed. Schedule 2.03 (Closing Allocation) and Schedule 3.22(a) (Employee Census), previously designated to be filed under seal, are included in the filed agreement.

Purchase Price as Approved

• Under the Sale Order, the Buyer is authorized to acquire, and the Debtors to sell, the Purchased Assets for (i) $116,125,000 in cash (the "Cash Sale Proceeds"); (ii) a credit bid of $3,750,000 in the amount of the Buyer's court-approved Bid Protections; (iii) Determined Cure Costs as of the Closing Date up to $5,000,000; and (iv) the assumption of the Assumed Liabilities.
• Under the Amended and Restated Asset Purchase Agreement, the Purchase Price consists of the Closing Payment and the assumption of the Assumed Liabilities, where the Closing Payment equals a Cash Price of $116,125,000, subject to adjustment under Section 2.06(c)(i), minus the amount of the Deposit and any accrued interest thereon, plus the amount of Determined Cure Costs as of the Closing Date up to the $5,000,000 Cure Cost Threshold. The original Stalking Horse Agreement's Cash Price was $75,000,000.
• The approved consideration equals the $126,225,000 aggregate stated in the Post-Auction Notice less the $6,350,000 credit ascribed to the M/V KURT J. CROSBY, which was sold separately to PNC (Part IV). The Galliano property was likewise removed from the Breakwater package without any reduction in the purchase price (Part V).
• The Purchase Price will be allocated among the Purchased Assets pursuant to the Closing Allocation set forth on Schedule 2.03. Any party with a security interest in a Purchased Asset may review only the allocation applicable to the asset in which it holds a security interest, subject to confidentiality arrangements reasonably acceptable to the Purchaser.
  • Notwithstanding anything to the contrary in the Sale Order or the APA, the Buyer's Allocation Information is not binding on any party-in-interest, and all parties' rights regarding the value of each Purchased Asset, including for purposes of determining the amount of a secured claim under section 506, are reserved.
  • As required by the Bidding Procedures, Breakwater Buyer allocated its $75,000,000 Stalking Horse cash purchase price among the assets it sought to purchase. Following the Auction, it provided an updated and final allocation of its cash purchase price to each individual Breakwater Asset (the "Final Breakwater Allocation"). The Debtors' original allocation motion proposed allocating proceeds on the basis of the Final Breakwater Allocation or other competent evidence. After the Committee and a group of secured creditors objected that it is not competent evidence of value under section 506(a), the Amended Motion [ECF Doc. 1027] instead adopts the Committee Allocation Methodology. See Part VI.
  • The Closing Allocation is made solely to facilitate the Bankruptcy Court's administration and distribution of Sale proceeds and is not binding for U.S. federal, state, or local income Tax purposes. A separate post-Closing Tax allocation will be prepared by the Purchaser in accordance with Section 1060 of the Tax Code.

Assets Being Sold

• At Closing, the Sellers will sell the Purchased Assets to the Purchaser free and clear of Excluded Liabilities and any Liens other than Permitted Encumbrances. The Purchased Assets include, among other items:
  • All Vessels set forth on Schedule 2.01(a)(i) — which lists each Vessel’s name, official number, flag and endorsements, registered owner and type — together with equipment, tools, other tangible personal property, and all Inventories owned by or held for use in the operation of the Purchased Assets. Schedule 1.01(a) separately identifies the Non-Operational Vessels (those in Categories 3 and 4 of the Debtors’ Vessel Register: non-operating but close to running, and scrap/non-essential/sold), which are carved out of several of the Vessel representations;
  • The Sellers' rights in the Assigned Contracts and, to the extent transferable, all Permits and Licenses (including Environmental Permits) held or used in connection with the Business, other than any Excluded Contract;
  • Acquired Deposits, prepayments and prepaid expenses (Schedule 2.01(a)(v), Acquired Deposits, is listed as “None”); Acquired Receivables, which Schedule 2.01(a)(viii) describes as payment rights related to the Purchased Assets excluding pre-petition receivables and which total approximately $7.09 million across 121 invoices and 22 customers (subject to verification at Closing), but excluding the Retained Receivables; reports, maintenance records for the Vessels, dry dock records, drawings, diagrams, blueprints, and trade secrets related to the Purchased Assets;
  • The benefit of representations, warranties, guarantees, and indemnities received in connection with the acquisition of the Purchased Assets, and rights of setoff and causes of action relating to the Purchased Assets (other than against the Sellers or their Affiliates);
  • Avoidance actions and other Chapter 5 claims against customers, suppliers, vendors, employees (including Transferred Employees), and contract counterparties directly related to or involved with the operation of the Business or the Purchased Assets at or after Closing, expressly excluding the claims and causes of action set forth on Schedule 2.01(a)(ix), which retains for the estates claims against the Sabine-Neches Navigational District and the Port of Iberia (additional work/change orders and retainage), claims against Luhr Crosby, LLC (including for damages from the alleged improper termination of a charter of thirty tugs), and Chapter 5 claims against all “insiders” as defined in 11 U.S.C. § 101(31) other than Transferred Employees, subject to a carve-back for insiders covered by a specified prior Debtor motion and order;
  • All Intellectual Property; the Owned Real Property and Leased Real Property described on Schedule 2.01(a)(xi); all Tax refunds, overpayments, credits and other attributes related to Property Taxes allocable to Post-Closing Periods; and any other right, Contract, asset, or claim relating to the Business that does not constitute an Excluded Asset.
• The Sellers represent that the Purchased Assets constitute all material assets and rights used in or necessary to conduct the Business, and are sufficient in all material respects for the continued conduct of the Business immediately following Closing in substantially the same manner as conducted as of the date of the Agreement and as of Closing.
• Under the Sale Order, the Buyer may not modify the list of Purchased Assets without the written consent of the applicable Existing Secured Party impacted by the proposed modification. The Buyer's rights under the APA to modify the lists of Assigned Contracts, Purchased Assets and Assumed Liabilities after entry of the Sale Order and prior to Closing are otherwise approved in all respects, and any Contract or unexpired lease excluded or not assumed as a result may be rejected by the Sellers.

Excluded Assets

• Schedule 2.01(b)(xi) (Other Excluded Assets) to the Amended and Restated Asset Purchase Agreement identifies two carve-outs added after the Auction: (i) the offshore tug Kurt J. Crosby, Official Number 1096764, located in Fourchon, Louisiana as of May 27, 2026; and (ii) the real property owned by Crosby Real Estate, L.L.C. at 17771 Highway 3235, Galliano, LA 70354. A note to the allocation schedule confirms that the value of the real estate for the Old HQ at that address is excluded from the Purchased Assets.
• Other Excluded Assets include, without limitation: Tax refunds, overpayments, credits and attributes related to Property Taxes allocable to Pre-Closing Periods; corporate books, records, and organizational documents of the Sellers; the Sellers' rights under the Agreement; Tax Returns other than those relating solely to the Purchased Assets, Assumed Liabilities, or Business (with income Tax Returns of the Sellers and their Affiliates being Excluded Assets); Excluded Contracts; Chapter 5 causes of action not included among the Purchased Assets; the Retained Receivables set forth on Schedule 2.01(b)(vii); all cash and cash equivalents of the Sellers as of Closing (other than Acquired Deposits); marketable securities, brokerage and investment accounts, cryptocurrencies, letters of credit, surety bond proceeds, and digital assets; and security, utility, lease, customer, earnest money and similar deposits other than the Acquired Deposits.
• The Purchaser may designate any other asset that would otherwise constitute a Purchased Asset as an Excluded Asset at least 10 days prior to the Closing Date.
• Schedule 2.01(b)(vii) identifies the Retained Receivables, which include pre-petition receivables and post-petition receivables tied to bankruptcy, related-party or disputed matters, together with two notes receivable from Bertucci Contracting Company, L.L.C. owing to Crosby Tugs, L.L.C. of approximately $29.9 million and a net approximately $6.1 million due from members and affiliates.
• No Seller may undertake collection efforts with respect to the Retained Receivables that would reasonably be expected to materially and adversely affect the relationship between the Purchaser or the Business and any customer or other commercial relation of the Business.

Assumed and Excluded Liabilities

• The Purchaser assumes no liabilities other than the Assumed Liabilities, which consist of:
  • Liabilities arising after the Effective Time under Assigned Contracts set forth on Schedule 3.09(a), but only to the extent actually assigned, and excluding liabilities arising from pre-Effective Time transactions, breaches, violations of Law, warranty breaches, torts, infringements, or related proceedings;
  • Liabilities arising from the employment of the Transferred Employees after the Effective Time; and
  • All other liabilities arising in connection with the ownership, operation, and use of the Purchased Assets occurring only after the Effective Time and not subject to any pre-existing condition occurring prior to the Effective Time; provided that the Purchaser does not assume liabilities arising out of the Sellers’, or their customers’, use, operation or ownership of the Purchased Assets after the Closing.
• In no event will Assumed Liabilities include any Liabilities for Taxes, other than Property Taxes specifically allocable to Post-Closing Periods that the Purchaser is required to pay pursuant to Section 5.11.
• Excluded Liabilities include, among others: all Environmental Liabilities; liabilities in connection with assets other than the Purchased Assets; liabilities arising from the Sellers' pre-Effective Time ownership, operation, or lease of the Purchased Assets; liabilities from any failure to comply with applicable Law, judgment, or Governmental Order; obligations to current or former shareholders, members, directors, or officers; liabilities under the Assigned Contracts (provided the Purchaser has paid the corresponding Cure Costs in connection with the Closing Payment); Excluded Taxes; all Liens relating to matters arising prior to the Effective Time; Employee Plan liabilities arising at any time prior to Closing; and employment-related liabilities relating to conduct occurring before the Effective Time, irrespective of when they arise, in each case including the employer portion of applicable withholding, payroll and similar Taxes.
• After the Closing, the Debtors and their estates have no further liabilities or obligations with respect to any Assumed Liabilities, and all holders of Claims with respect to Assumed Liabilities are forever barred and estopped from asserting such Claims against the Debtors, their successors or assigns, their property, or their assets or estates.

Bid Protections

• Break-Up Fee: $2,250,000. Expense Reimbursement: reasonable, actual, and documented out-of-pocket fees and expenses of the Purchaser (including legal, financial advisory, accounting, vessel survey, environmental, and maritime counsel costs), in an amount not to exceed $1,500,000. Those figures were struck as 3% and 2%, respectively, of the original $75,000,000 Purchase Price, and the Amended and Restated Asset Purchase Agreement carries forward the same fixed dollar amounts notwithstanding the increase in the Cash Price to $116,125,000.
• The defined "Stalking Horse Bid Protections" under the entered designation order also include the initial and subsequent overbid requirements and the matching right described under "Overbid" below.
• At the Auction, Breakwater Buyer credit bid $3,750,000 — the aggregate amount of its court-approved Bid Protections — as a component of its Successful Bid, and that credit bid is a component of the consideration approved in the Sale Order.
• The Stalking Horse Protections constitute allowed superpriority administrative expense claims against the Sellers under sections 105(a), 503(b), and 507(a)(2) of the Bankruptcy Code, with priority over all other administrative expenses of the Sellers, and are not subject to any bar date or requirement to file a request for allowance of an administrative expense claim or proof of claim. They survive termination of the Stalking Horse Agreement and dismissal or conversion of the Chapter 11 Cases to the extent so provided in the Agreement.
• The parties acknowledge that the Stalking Horse Protections are not a penalty, but rather liquidated damages in a reasonable amount compensating the Purchaser for efforts and resources expended and opportunities foregone.
• If the Sellers consummate an Alternative Transaction, the Break-Up Fee and Expense Reimbursement are payable in cash concurrently with such Alternative Transaction. The Purchaser is entitled to credit bid the Stalking Horse Protections.
• The August 6, 2026 order found the protections fair, reasonable and appropriate; a benefit to the estates commensurate with the real and material benefits conferred; reasonably tailored to encourage rather than hamper bidding; a material inducement and necessary condition to the bidder's continued pursuit of the transaction; reasonable in relation to its efforts, the magnitude of the transaction and its lost opportunities; negotiated at arm's length and in good faith within the meaning of section 363(m); and consistent with applicable Fifth Circuit law and with bid protections approved in other chapter 11 cases. The order and the claims granted thereunder bind the Debtors’ estates, including any chapter 7 or chapter 11 trustee or other fiduciary.

Overbid

• Initial Overbid: any initial overbid in connection with an Alternative Transaction must exceed the Purchase Price, plus the Break-Up Fee, plus the Expense Reimbursement, plus an additional cash increment of $2,500,000.
• Minimum Overbid Increment: at least $1,000,000 for subsequent bids.
• The Purchaser has the right, but not the obligation, to exceed any higher or better bid set forth in an Alternative Transaction. These provisions are carried forward unchanged in the Amended and Restated Asset Purchase Agreement notwithstanding the conclusion of the Auction.

Good Faith Deposit

• In connection with the submission of its bid under the Bid Procedures Order, the Purchaser was to pay the Sellers a good faith deposit equal to 10% of the Cash Price by wire transfer of immediately available funds; if the Agreement is executed after 2:00 p.m. Eastern time, the Deposit is payable no later than the next Business Day. The original agreement quantified this as approximately $7,500,000 against a $75,000,000 Cash Price; the Amended and Restated Asset Purchase Agreement states the 10% formula without a parenthetical figure and against a $116,125,000 Cash Price.
• The Deposit is held in escrow by Lugenbuhl in a separate interest-bearing account, and at Closing the Purchaser will instruct Lugenbuhl to transfer the Deposit, plus accrued interest, to the Sellers.
• If the Agreement is terminated for any reason set forth in Section 8.01(a) other than Section 8.01(d), the Deposit plus accrued interest is returned to the Purchaser; failure to satisfy any of the Purchaser's closing conditions under Section 7.02 also results in return of the Deposit. If the Sellers terminate under Section 8.01(d), the Sellers are entitled to retain the Deposit plus accrued interest.
• If Closing does not occur by reason of the sole default of the Purchaser, an amount equal to the Deposit constitutes the full, agreed, and liquidated damages and the sole and exclusive remedy for the Purchaser's breach. In no event may the Sellers obtain both specific performance to cause the Closing to occur and monetary damages, including retention of the Deposit.

Cure Costs

• Responsibility for Cure Costs required to be paid under section 365(b) is allocated between the Sellers and the Buyer as set forth in Sections 2.03 and 2.06 of the APA and confirmed in the Sale Order: the Buyer funds the Determined Cure Costs as of the Closing Date up to the $5,000,000 Cure Cost Threshold as part of the Closing Payment; the Sellers are responsible for 100% of aggregate Cure Costs exceeding the Threshold up to $10,000,000; and any aggregate Cure Costs exceeding $10,000,000 are subject to the Buyer's election under Section 2.06(c) either to assume and pay all or a portion of the excess or to terminate the Agreement.
• The Sale Order provides that the Debtors' liability for Cure Costs exceeding the Cure Cost Threshold may not be paid from, and does not attach to, the Cash Sale Proceeds.
• At Closing, the Sellers will remit the applicable Determined Cure Cost or Asserted Cure Cost to the applicable counterparty of each Assigned Contract; if the Sellers dispute an Asserted Cure Cost, they must either resolve the dispute prior to Closing or pay the Asserted Cure Cost so that the Assigned Contract can be assigned to the Purchaser.
• Payment of the applicable Cure Amount effects a cure, or provides adequate assurance of cure, of all defaults existing as of Closing and compensates, or provides adequate assurance of compensation, for any actual pecuniary loss. Other than such payment, neither the Debtors nor the Buyer has further liability to the non-Debtor parties to the Assigned Contracts, who are forever enjoined and barred from seeking additional amounts or claims arising from defaults accrued on or prior to Closing.
• The Cure Costs scheduled on Exhibit A to the Post-Auction Notice [ECF Doc. 820-1] aggregate $2,308,637.69, below the $5,000,000 Cure Cost Threshold. No Cure Notice Objection was timely filed.

Assumption and Assignment (Agreement and Order Terms)

• The Sale Order authorizes and approves in full, subject to and conditioned upon the Closing, the Sellers' assumption, assignment and transfer to the Buyer of the Assigned Contracts free and clear of all Encumbrances except as expressly set forth in the APA with respect to Permitted Encumbrances and Assumed Liabilities.
• Any provision in an Assigned Contract (including any "change of control" provision) that prohibits, restricts or conditions assumption or assignment, or that is triggered by the commencement of the cases, the Debtors' insolvency or financial condition, the assumption and assignment, or the consummation of the Sale, is deemed modified so as not to entitle the counterparty to prohibit, restrict or condition the assignment, terminate the contract, or exercise default-related rights, including recapture, penalties, renewal conditions, rent acceleration, assignment fees or other charges. All such provisions are unenforceable anti-assignment provisions void under sections 365(b), 365(e) and 365(f).
• Upon Closing, the Buyer is fully and irrevocably vested with all right, title and interest of the Sellers and their estates in and under the Assigned Contracts, is deemed substituted for the Sellers as a party, and the Sellers and their estates are relieved of further liability under section 365(k); provided that to the extent the Sellers or their estates incur liability in pursuing causes of action retained under Schedule 2.01(a)(ix), the Buyer has no responsibility for that liability and the Sellers and their estates must indemnify and hold the Buyer harmless, as administrative expenses, for any costs and damages to the extent a third party seeks or obtains recovery from the Buyer.
• Nothing in the Sale Order, the Motion or any notice is an admission by the Debtors or the Buyer that any Assigned Contract is an executory contract or unexpired lease under section 365.
• At any time prior to Closing, the Purchaser may, by written notice, elect to add Contracts to the list of Assigned Contracts or exclude any Assigned Contracts or Permits and Licenses, which then become Excluded Contracts. There is no adjustment to the Purchase Price as a result of any such exclusion.
• From the date of the Agreement through the Closing Date, the Sellers will not reject any Material Contract or Affiliate Arrangement without the Purchaser's prior consent.
• Where a third-party consent to assignment is required and not obtained prior to Closing, the Sellers will continue to use commercially reasonable efforts to obtain such consent post-Closing and, until obtained, will provide the Purchaser with the benefits and burdens of the Assigned Contract such that the Purchaser controls all aspects of the contract and all interactions with the counterparty.

Counterparty-Specific Provisions in the Sale Order

• Chevron: notwithstanding anything to the contrary in the Sale Order, the APA, the sale, the closing or any other related document or order, a dedicated paragraph governs Chevron U.S.A. Inc. and its division Chevron North America Exploration and Production Company, and Charter Party Contract No. CW1640107 between Chevron and Crosby Tugs, L.L.C., as amended, together with all associated contracts, sub-agreements, invoices, purchase orders, on-hire letters and work orders issued thereunder (the "Chevron Assumed Contracts"). The Chevron Assumed Contracts are assumed and assigned to Breakwater Buyer under section 365 effective as of the Closing Date as part of the Sale. Except as set forth in the Sale Order, that assumption and assignment does not modify, impair, restrict or otherwise affect the parties' obligations to perform in accordance with the contracts' terms or Chevron's or the Buyer's other rights or interests.
• Associated Wholesale Grocers: the Class A Common Capital Stock, Members Deposit Certificates, Patronage Refund Certificates, Members Savings, Direct Patronage, Year-End Patronage, and other equity, deposits, credits, sums or indebtedness held by or standing to the credit of Crosby Tugs on the books of Associated Wholesale Grocers, Inc. (the "AWG Equity") transfer to the Buyer at Closing subject to, and without impairing, the AWG Lien arising under the Membership Agreement dated August 6, 2015, the related Stock Power of Attorney, and AWG's Bylaws; the AWG Lien continues to encumber the AWG Equity after Closing with the same validity, priority, force and effect.
  • Concurrently with the Closing: (a) the Buyer must pay AWG in immediately available funds all pre-petition amounts owed by Crosby Tugs as of the Closing, in consideration for the transfer of the AWG Equity; (b) Crosby Tugs must pay AWG in immediately available funds all post-petition amounts owed as of the Closing; and (c) the Buyer must execute and deliver a new membership agreement with AWG on AWG's then-current standard terms, including its standard credit, lien and pledge provisions. AWG is not required to recognize the Buyer as a member, extend credit or supply goods unless and until those conditions are satisfied.
  • The Existing AWG Membership Agreement is not an Assigned Contract, and the Sale Order does not authorize or approve its assumption and assignment under section 365. Nothing releases any obligation of Crosby Tugs to AWG accruing prior to Closing that remains unpaid after those payments.
• Insurance: all claims, rights and remedies of all existing lienholders, including secured creditors and ship mortgagees, in connection with the Debtors' insurance policies — including as additional insureds, additional assureds and loss payees — are reserved and preserved in all respects. Nothing requires the Debtors to continue paying policy premiums related to the acquired assets after Closing.

DIP Payoff and Proceeds

• Pursuant to paragraph 8(b) of the Final DIP Order [ECF Doc. 284], all DIP Obligations must be Paid in Full in cash upon the Closing to the DIP Lender.
• Encumbrances attach to the proceeds of the Purchased Assets with the same validity, priority, force and effect they had against those assets, subject to the estates' claims and defenses. The allocation of the Cash Sale Proceeds among the individual Purchased Assets, and the attachment of Encumbrances to allocated value, remain pending before the Court (Part VI).
• Costs associated with the Sale Order's further-assurances covenant, like the Debtors' above-Threshold cure liability, may not be paid from the Cash Sale Proceeds.

Backup Bidder

• Breakwater Buyer was selected as a Successful Bidder at the conclusion of the August 13 and 14, 2026 Auction, so its Backup Bidder obligations under Section 5.17 of the Agreement were not triggered; C-Tugs, LLC was designated the Backup Bidder for the WholeCo Assets [ECF Doc. 820]. The provisions below, which are carried forward in the Amended and Restated Asset Purchase Agreement, govern the contingency that did not occur.
• If the Purchaser is not selected as the Successful Bidder at the conclusion of the Auction and its bid is the next highest or otherwise best bid, the Purchaser shall serve as the Backup Bidder in accordance with the Bid Procedures Order.
• The Purchaser shall keep its bid open and irrevocable until the earlier of (i) the closing of the Alternative Transaction contemplated by the Successful Bid and (ii) September 30, 2026.
• If the Successful Bidder fails to consummate the transaction on the terms approved by the Bankruptcy Court, the Purchaser, as Backup Bidder, will be deemed the Successful Bidder and obligated to consummate on the terms set forth in the Agreement, including entry of a Transaction Approval Order not subject to a stay.
• The Purchaser’s obligation to keep its bid open as Backup Bidder runs to September 30, 2026, which falls after the September 15, 2026 Outside Date on which either party may terminate the Agreement (subject to the Purchaser’s election to hold the Closing up to seven days beyond the Outside Date).

Employee Matters

• No later than five days prior to the Closing Date, the Purchaser or its affiliate will extend bona fide written offers of employment to not less than 90% of the Employees actively employed as of the date such offers are made, effective immediately upon Closing and without interruption of service. Employees who accept and commence employment become Transferred Employees.
• Offers must provide base compensation and health, welfare, and retirement benefits substantially comparable in the aggregate to those provided by the Sellers immediately prior to Closing.
• The Purchaser will not terminate any Transferred Employee for 90 days following Closing without complying with applicable WARN Act requirements. The parties acknowledge the transactions constitute a section 363 sale of assets and a "sale of business" for WARN Act purposes; the Sellers are solely responsible for WARN Act compliance for employment actions occurring on or prior to the Closing Date, and the Purchaser for those occurring thereafter.
• The Sellers remain solely responsible for obligations accruing under the Employee Plans, pre-Closing welfare benefit claims, long-term disability claims pending as of the Closing Date, and all COBRA obligations with respect to qualifying events occurring on or before the Closing Date or in connection with the Transactions.
• To the extent requested by the Purchaser, the Sellers will reasonably cooperate in establishing the Purchaser’s benefit plans and payroll systems and will convert each Employee Plan providing self-funded medical benefits to a corresponding fully-insured plan prior to the Closing Date.
• The Sellers will provide an updated Employee Census no later than 15 Business Days prior to Closing and, no later than five Business Days prior to Closing, a list of all Employees who suffered an "employment loss" in the previous 90 days by work location and termination date.

Covenants Pending Closing

• From the date of the Agreement through Closing, and except as required by applicable Law or Governmental Orders entered in the Chapter 11 Cases, the Sellers will conduct their business in the ordinary course, maintain existing insurance policies relating to the Purchased Assets, refrain from transferring or disposing of Purchased Assets, use commercially reasonable efforts to maintain customer relations and goodwill, and maintain and prosecute registered Intellectual Property included in the Purchased Assets.
• Without the Purchaser's prior written consent, no Seller may, among other restrictions: dispose of or encumber Purchased Assets (other than dispositions of obsolete assets, excluding any Vessel, in the ordinary course with a value of $50,000 or less); dispose of or encumber material Intellectual Property or disclose material trade secrets; merge, consolidate, or make acquisitions; enter a new line of business or materially change the conduct of the Business; modify Employee Plans or compensation arrangements, or hire, fire, or transfer employees; announce or effectuate any mass layoff or plant closing; enter into or modify Collective Bargaining Agreements; compromise material debts or claims or settle any Action; amend organizational documents; incur Liens other than Permitted Encumbrances; amend or terminate Assigned Contracts or Leases; modify Affiliate Arrangements; fail to maintain the Real Property; declare non-cash dividends or distributions; change accounting methods; make or change Tax elections; or fail to manage its customer base, properties, or working capital in the ordinary course.
• The Sellers will provide the Purchaser and its Representatives with reasonable access to personnel, properties, books and records, subject to applicable Law and preservation of attorney-client privilege.
• Credit Support: the Purchaser will replace, no later than the Closing Date, all Specified Support Obligations with Replacement Support Obligations such that the applicable Sellers and providers are fully and unconditionally released. For any Specified Support Obligation not replaced at Closing, each Seller will use commercially reasonable efforts to maintain it in effect and the Purchaser will reimburse the applicable Seller for amounts actually paid at Closing. At least 14 days prior to the Closing Date, the Sellers will provide a true and correct list of all Specified Support Obligations then outstanding or expected to be outstanding as of the Closing Date.
• Both parties will use commercially reasonable efforts to obtain all necessary governmental authorizations, consents, orders and approvals, and will not enter into any timing agreement with any Governmental Authority without the other party's written consent.
• Personal Information contained in the Sellers’ books and records that the Purchaser accesses or acquires may, before Closing, be used solely for purposes relating to the Transactions, and must be returned to the Sellers if the Closing does not occur.

Closing and Conditions

• The Closing will take place at Lugenbuhl's offices at 601 Poydras Street, Suite 2775, New Orleans, Louisiana 70130, at 10:00 a.m. Central time on the third Business Day following satisfaction or waiver of the closing conditions, or at such other time or place as the parties mutually agree. The Purchaser may elect, upon written notice, to hold the Closing for not longer than seven days beyond the Outside Date to the extent reasonably necessary.
• Seller closing deliveries include a certified copy of the Transaction Approval Order; required third-party, governmental and regulatory consents; all Transfer Documents (including a Bill of Sale, a Coast Guard form CG-1340 bill of sale for each Vessel, and special warranty deeds and transfer instruments for Owned Real Property); title affidavits with gap indemnification; certified governing-body and equityholder resolutions; incumbency certificates and good standing certificates dated not more than ten days prior; an officer’s certificate confirming satisfaction of the conditions in Section 7.02(a); a receipt for the Closing Payment; IRS Forms W-9; and, to the extent in the Sellers’ possession and reasonably producible, Vessel maintenance and dry dock records, drawings, diagrams, and blueprints.
• Purchaser closing deliveries include the Closing Payment by wire transfer of immediately available funds, the Deposit plus accrued interest, and an officer’s certificate confirming satisfaction of the conditions in Section 7.01(a).
• Conditions to the Sellers' obligations include the accuracy of the Purchaser's representations and warranties (subject to a Purchaser Material Adverse Effect qualifier), material compliance with covenants, expiration or termination of applicable waiting periods and receipt of required approvals, the absence of any Law or Governmental Order making the Transactions illegal, and entry of the Transaction Approval Order not subject to a stay.
• Conditions to the Purchaser's obligations include the accuracy of the Sellers' representations and warranties (with heightened standards for Sections 3.01, 3.13 and 3.14(a)), material compliance with covenants, expiration or termination of applicable waiting periods and receipt of required approvals, the absence of any prohibitory Law or Governmental Order, entry of both the Bid Procedures Order and the Transaction Approval Order as Final Orders, and the absence of a continuing Material Adverse Effect.
• The Debtors consummated the Breakwater Sale on September 15, 2026, the Outside Date, in accordance with the Sale Order and the purchase agreement. As a precaution, the Debtors and Breakwater Buyer did not close the sale of four vessels subject to ELGA's security interest, given ELGA's position that doing so would violate the automatic stay in its chapter 11 case. Lugenbuhl holds $1,868,361 in escrow pending transfer of title to those vessels to Breakwater Buyer. See Part VI.
• Within 30 days of Closing, the Purchaser will provide certificates of documentation evidencing the documentation of any Vessels in the name of the Purchaser or an applicable Affiliate or assignee.
• No state or parish sales, use, lease or registration taxes are due in connection with the transfer, conveyance and delivery of the Vessels to the Buyer, because the transaction constitutes an isolated or occasional sale under applicable law, including La. R.S. § 47:305(A), as the Debtor is not regularly engaged in the business of selling maritime vessels, and the Sale does not constitute a taxable retail sale under La. R.S. §§ 47:301(1) and 47:301(10)(a).

Representations and Warranties

• Each Seller represents that it is a duly organized Louisiana limited liability company in good standing with all necessary authority, subject to Bankruptcy Court approval, and that each Seller and any Affiliate owning a Vessel is a "citizen of the United States" within the meaning of 46 U.S.C. § 50501 for purposes of operating vessels in the U.S. Coastwise Trade. The Sale Order provides that the Sale is of full force and effect regardless of any Debtor's lack or purported lack of good standing in any jurisdiction.
• The Sellers represent that no Material Adverse Effect has occurred since the Petition Date and that they have conducted the Business in the ordinary course in all material respects since the Petition Date. Schedule 3.15(a) sets forth unaudited financial statements as of year-end 2025, updated through June 30, 2026, prepared from the Sellers' books and records in accordance with GAAP.
• Vessel representations include that, to the extent required by Law and except as set forth on Schedule 3.23, each Vessel engaged in the U.S. Coastwise Trade satisfies coastwise documentation requirements, has not lost its coastwise trade privileges under 46 U.S.C. § 12132, and is duly documented under U.S. flag with a coastwise trade endorsement; that each Vessel holds a valid, current and unextended U.S. Coast Guard Inspection Certificate and other required authorizations (including Certificates of Financial Responsibility (Water Pollution)), subject to ordinary-course renewals, with no outstanding CG-835 certificates or Captain of the Port orders; that each Vessel with a certificate of class is in class with no outstanding recommendations; and, other than the Non-Operational Vessels, that each Vessel is equipped with the machinery and appurtenances necessary for ordinary-course operation and has not been grounded, stranded or suffered other casualty since its last drydocking or underwater survey. Schedule 3.23(b) discloses that the Capt. John and the Crosby Commodore are Mexican-flagged and do not have coastwise trade privileges or a coastwise trade endorsement.
• Except for the Chapter 11 Cases and as disclosed on Schedule 3.04, the Sellers represent there is no material Action pending or threatened relating to the Purchased Assets, Assumed Liabilities or Business, and no material Governmental Order outstanding. Schedule 3.04 discloses an extensive litigation docket, including merchant cash advance collection actions, maritime personal injury claims, vendor collection suits and adversary proceedings.
• Employment and labor representations include that the Sellers are not party to, bound by, or negotiating any Collective Bargaining Agreement, no employees are represented by a Union, there are no pending or threatened representation proceedings, there have been no strikes, work stoppages, lockouts, material grievances or union organizing activities in the past three years, no consent of or bargaining with any Union is required as a result of the Transactions, no “mass layoff” or “plant closing” has been implemented in the past three years, and no employees are involuntarily on temporary layoff or working hours reduced by 50% or more.
• Government contract representations include that neither the Sellers nor their Principals have been suspended, debarred, declared ineligible or determined non-responsible in the past five years; that no termination for convenience or default, cure or show cause notice, claim, request for equitable adjustment, disallowance or similar action is in effect; that there have been no qui tam or False Claims Act matters; that no mandatory or voluntary disclosures have been required; and that the Sellers hold no facility security clearance.
• Under the full-disclosure representation, the Agreement (including the Schedules) and the Sellers’ officer’s certificate do not contain any representation, warranty or information that is false or misleading with respect to any material fact, and do not omit any material fact necessary to make the representations, warranties and information not false or misleading.
• Except for the Investment Banker, whose fees and expenses are the sole responsibility of the Sellers, no broker, finder, or investment banker is entitled to any fee based on arrangements made by the Sellers. The Purchaser makes a corresponding representation.
• The Purchased Assets are being sold on an "AS IS," "WHERE IS" basis with "ALL FAULTS," and, except as set forth in Article III, the officer's certificate, and any warranties of title in a bill of sale, the Sellers disclaim all other representations and warranties, express or implied, including as to seaworthiness, merchantability, fitness for a particular purpose, the Purchaser's post-Closing operation of the Business, and the probable success or profitability of the Business.
• The Purchaser represents that it is a duly formed Delaware limited liability company, has the financial capabilities to consummate the transactions, is a "Citizen of the United States" within the meaning of 46 C.F.R. § 221.3(c), and has conducted its own independent investigation of the Business while relying on the Sellers to disclose and provide copies of all contracts with respect to the Purchased Assets.
• The representations, warranties and covenants (other than covenants contemplating performance at or following Closing) terminate at the Closing, subject to Section 8.02. Notwithstanding that general non-survival rule, Section 3.10 states that the environmental representations and warranties survive the Closing until the expiration of any applicable statute of limitations.

Selected Disclosure Schedule Items

• Schedule 3.03 (Government Consents and Approvals) identifies transfer constraints on key operating authorizations: the Louisiana Heavy Construction License held by Crosby Dredging, LLC is stated to be non-transferable; the LDEQ vessel cleaning/repair, fleeting and shipyards discharge permit requires a transfer request no later than 45 days after a change in ownership or operator; the LDEQ Class I sanitary discharge general permit requires a Name/Ownership/Operator Change form with a copy of the transfer agreement attached; and the LDEQ Radioactive Material License requires approval from the Nuclear Energy Division.
• Schedule 3.08 (Taxes) discloses substantial unpaid tax obligations, including multi-year Louisiana withholding tax assessments, federal Form 941 and Form 720 excise tax amounts, and parish property taxes across Lafourche, Terrebonne, Plaquemines, Calcasieu, St. Mary, Cameron and Harris counties/parishes. Excluded Taxes remain Excluded Liabilities under the Agreement.
• Schedule 3.09(c) discloses that Luhr Crosby, LLC is in material default under its Master Time Charter Agreement on account of releasing Crosby Tugs’ vessels in March 2026.
• Schedule 3.15(a) attaches the reviewed consolidated financial statements of Crosby Enterprises, L.L.C. and Subsidiaries for the year ended December 31, 2025, together with a summary financial overview through June 30, 2026. The independent accountant’s review report contains a going-concern explanatory paragraph.
• Schedule 2.02(a) (Assumed Liabilities) and Schedule 3.01(c) (Ownership Exceptions) are each listed as “None,” as are Schedules 3.05 (Compliance with Laws), 3.07 (Permits and Licenses; Exceptions), 3.10 (Environmental Matters) and 3.16 (Affiliate Arrangements).

Releases

• As of Closing, each Seller, on behalf of itself and the Seller Releasing Parties — expressly including any subsequently appointed chapter 11 trustee, chapter 7 trustee, liquidating trustee, plan agent or similar representative — irrevocably waives, releases and discharges the Buyer Released Parties from all Released Claims, including avoidance actions and other liabilities of every kind, whether known or unknown, based on facts, circumstances or occurrences existing in whole or in part prior to Closing. The Buyer, on behalf of itself and the Buyer Releasing Parties, grants a reciprocal release to the Seller Released Parties.
• Each party represents that it has not assigned or transferred, and may not assign or transfer, any interest in any Released Claim, and each expressly waives the benefits of Section 1542 of the California Civil Code and any analogous law limiting the effect of a release with respect to unknown claims.
• The waivers and releases are stated to be an essential and material term of the Agreement and grant the Seller Released Parties and Purchaser Released Parties express third-party beneficiary rights to enforce Section 5.13.
• The releases do not extend to any claim (i) arising under or relating to the Agreement, including any breach thereof, or (ii) primarily arising as a result of fraud (other than fraudulent transfer liability) as finally determined by a court of competent jurisdiction.
• To the CRO's Knowledge, the Sellers are not aware of any actual, pending, threatened, or potential Released Claims against the Purchaser Released Parties, and the Purchaser is not aware of any such claims against the Seller Released Parties.

Termination

• The Amended and Restated Asset Purchase Agreement carries forward the Original Agreement's termination provisions, under which the Agreement may be terminated prior to Closing:
  • By either party if the Bankruptcy Court does not enter an order approving the Stalking Horse Protections in form and substance acceptable to the Purchaser by August 5, 2026, or the Transaction Approval Order by September 4, 2026; provided that a party may not terminate on this basis if the failure to obtain the order by that date was primarily caused by its own breach;
  • By either party if the Closing has not occurred on or before September 15, 2026 (the Outside Date), subject to the same proviso; or if a Governmental Order permanently restraining, enjoining or prohibiting the Transactions becomes final and non-appealable;
  • By the non-breaching party upon an uncured breach giving rise to the failure of an Article VII condition, subject to a 20-day cure period following written notice (or the Outside Date, if earlier);
  • By the Purchaser if (i) it is not the Successful Bidder after any Auction, (ii) any Seller enters into an agreement with a party other than the Purchaser with respect to an Alternative Transaction, (iii) the Bankruptcy Court approves an Alternative Transaction, or (iv) any Seller seeks approval of or consummates a plan that does not provide for the transfer of the Purchased Assets to the Purchaser in a form and manner acceptable to it; the Backup Bidder exception applies only to clauses (i) through (iii);
  • By the Purchaser if any of the Chapter 11 Cases are dismissed or converted to Chapter 7, or a trustee or examiner is appointed; if any Seller defaults beyond applicable grace and cure periods under any DIP financing order or cash collateral order, including any milestones; or if any Seller withdraws or seeks to withdraw a notice or motion to approve the Stalking Horse Protections;
  • By either party if the Sellers have made a Fiduciary Out Determination; by written consent of both parties; or by the Purchaser pursuant to the Cure Cost provisions of Section 2.06(c).
• Timing notes: the order approving the Stalking Horse Protections was entered on August 6, 2026 [ECF Doc. 774], one day after the August 5, 2026 date specified in the first termination trigger, and the record reviewed does not reflect any waiver or extension of that date, which the Amended and Restated Asset Purchase Agreement carries forward unchanged. The Transaction Approval Order was entered September 3, 2026, one day before the September 4, 2026 deadline in the same provision.
• Any termination is effective upon delivery of written notice. Upon termination, the Agreement becomes void with no liability on any party except with respect to (a) the Stalking Horse Protections, which remain payable upon consummation of an Alternative Transaction notwithstanding prior termination unless the termination was pursuant to Section 8.01(d); (b) Section 2.06(b) and Article X; and (c) liability for any willful and intentional breach occurring prior to termination.
• The Sale Order does not modify or waive any closing conditions, post-closing covenants or termination rights in the APA.

Post-Closing Arrangements

• Wrong-pockets provisions require the transfer of any misallocated Purchased Assets, Assumed Liabilities, Excluded Assets, or Excluded Liabilities to the appropriate party for no additional consideration, and the forwarding of any third-party payments received in respect of the other party's assets or liabilities within 10 Business Days of receipt.
• Each party will retain Tax Documents relating to the Purchased Assets or the Business until the later of expiration of the applicable statute of limitations (without regard to extensions) or six years following the due date for the relevant Tax Returns, with 90 days’ prior written notice and an opportunity to remove, retain or copy before disposal.
• Property Taxes for any Straddle Period are prorated between the Sellers and the Purchaser on a per diem basis as of 11:59 p.m. Central time on the Closing Date, with reimbursement between the parties as applicable. Prior to the Closing Date, the Sellers will complete and file all Tax Returns associated with Property Taxes relating to the Purchased Assets that are due on or prior to Closing.
• The APA and Transaction Documents may be modified, amended or supplemented in a writing signed by the parties without further order of the Court, provided that any such change must be provided to the Committee at least three days prior to becoming effective, must not have a material adverse effect on the Debtors' estates unless approved by order of the Court, and all changes to the schedules must be filed on the docket.

General Provisions

• Governing Law: Delaware law and, to the extent applicable, the Bankruptcy Code. The Bankruptcy Court is the exclusive forum for enforcement; if it determines it lacks subject matter jurisdiction, actions will be heard in the U.S. District Court for the District of Delaware or Delaware state courts located in that district.
• Each party waives, to the fullest extent permitted by applicable Law, any right to a trial by jury in litigation arising out of, under or in connection with the Agreement or the Transactions.
• Except as otherwise specified (including with respect to the Stalking Horse Protections), each party bears its own costs and expenses, including fees of counsel, investment bankers, and accountants, whether or not the Closing occurs.
• The Purchaser and its Affiliates or agents may deduct and withhold from amounts otherwise payable under the Agreement such amounts as are required under applicable law, using commercially reasonable efforts to provide the Sellers at least five days’ advance notice (other than withholding arising from a Seller’s failure to provide a valid IRS Form W-9).
• The Agreement may not be assigned without the express written consent of both parties, provided that the Purchaser may assign its rights, interests and obligations to any Affiliate or to its lenders for collateral security purposes, without release of the Purchaser's obligations.
• No public announcement or press release regarding the Agreement or the Transactions may be made without the other parties' prior written consent, except as required by Law or in filings in the Bankruptcy Court or with the U.S. Bankruptcy Administrator.
• The parties are entitled to seek specific performance without bond or other security, in addition to other available remedies; however, the Sellers may not obtain both specific performance to cause the Closing and monetary damages, including retention of the Deposit.
• No Recourse: claims relating to the Agreement may be made only against the Persons expressly identified as parties, and each party waives and releases all such liabilities and claims against Non-Party Affiliates. The Agreement confers no third-party beneficiary rights except as otherwise set forth therein, including the express third-party beneficiary rights granted under Section 5.13.

Part III — Sale of Bertucci's 49.99% Luhr Crosby Interest (JMB Stalking Horse; Luhr Bros. ROFR Exercise)

Parties and Acquired Interests

• Seller: Bertucci Contracting Company, L.L.C., a Louisiana limited liability company and one of the jointly administered Debtors (Case No. 26-10681, jointly administered under Case No. 26-10678), acting through Lawrence Perkins, Chief Restructuring Officer. Subject Company: Luhr Crosby, LLC, a Delaware limited liability company.
• The Acquired Interests consist of Bertucci Contracting Company, L.L.C.'s 49.99% of the issued and outstanding membership interests or units in Luhr Crosby, LLC. Luhr Bros., Inc. owns the remaining 50.01%.
• Buyer: Luhr Bros., Inc., an Illinois corporation, pursuant to the Membership Interest Purchase Agreement dated August 25, 2026 (the "MIPA") attached as Exhibit A to the Sale Order entered September 1, 2026 [ECF Doc. 918]. Luhr Bros. acquired the right to purchase by exercising its right of first refusal rather than through the bidding process.
• The Acquired Interests are owned by Seller free and clear of liens, charges, encumbrances, security interests, restrictions or claims other than (a) those set forth on Schedule 3.07(a), (b) the Subject Company's Organizational Documents (provided that any transfer restrictions are waived or complied with at or prior to Closing), and (c) generally applicable state or federal securities law transfer restrictions (the "Equity Permitted Encumbrances").
  • Schedule 3.07(a) discloses a senior, first-priority lien and security interest under the DIP Order [ECF Doc. 284] and DIP Credit Agreement in favor of JMB, and a senior lien and security interest under the Second Amended and Restated Commercial Business Loan Agreement dated October 28, 2022 (and related Loan Documents and a Forbearance Agreement), in favor of JMB as assignee of Hancock Whitney Bank.
• Assumed Liabilities: Schedule 2.01 to the MIPA lists no Assumed Liabilities ("None").

JMB Stalking Horse Designation and Successful Bid

• The JMB designation and Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 778], granting the Debtors' expedited motion [ECF Doc. 722] filed on the JMB Stalking Horse Notice [ECF Doc. 721], following the records of the July 17, 2026 and August 4, 2026 hearings. The order deems JMB a Qualified Bidder and its bid a Qualified Bid for all purposes under the Bidding Procedures Order; paragraph 5 refers to the JMB Stalking Horse Agreement as "the Backstop Bid" while the balance of the order uses "Stalking Horse Bid," following the ROFR Order's modification providing that any designated stalking horse for the Bertucci Interest will not serve as an initial bidder but will provide a guaranteed back-stop amount, whether cash or credit bid, if no one bids on the asset.
• The Court found that JMB is not an "insider" or "affiliate" of the Debtors, that no common identity of incorporators, directors, or controlling stockholders exists, that the Bid Protections were negotiated at arm's length and in good faith within the meaning of section 363(m), and that the JMB Stalking Horse Bid represented the highest and otherwise best binding offer received to date for the Acquired Interests.
• Prior to the Bid Deadline lapsing on August 7, 2026, the Debtors received a Bid from JMB in the amount of $70,000,001.00, on substantially the same terms as the JMB Stalking Horse Agreement other than the $1.00 increase in Purchase Price, which the Debtors determined to be a Qualified Bid. The Debtors received no other Qualified Bids for the Acquired Interests.
• Pursuant to section XII of the Bidding Procedures and after consultation with the Consultation Parties, the Debtors determined the JMB Qualified Bid to be the highest and best offer and, pursuant to section IX, designated it as the Successful Bid, filing the Notice of Successful Bid and Cancellation of Auction on August 11, 2026 [ECF Doc. 803] with the JMB Qualified Bid attached as Exhibit A. The Auction was cancelled with respect to the Acquired Interests only.
• Under the JMB Stalking Horse Agreement and JMB's Qualified Bid, the Purchase Price was to be satisfied first, on a dollar-for-dollar basis, by a credit bid under section 363(k) equal to the lesser of all DIP Obligations outstanding as of the Closing Date and DIP Obligations equal to the Purchase Price (the "Credit Bid Amount"), and second, solely to the extent applicable, in cash equal to the Purchase Price minus the Credit Bid Amount. JMB was not required to make any good faith or similar deposit and reserved the right to increase its Purchase Price in its sole discretion at any time before or during any Auction for the Acquired Interest.

Right of First Refusal and Its Exercise

• The ROFR Order [ECF Doc. 709], entered July 28, 2026, preserves Luhr Bros.' right of first refusal under section 10.07 of the LLC Agreement and controls over the Bidding Procedures in the event of conflict. Its findings: the LLC Agreement is not an executory contract and so cannot be assumed and assigned under section 365(f); Luhr Bros. need not participate in the bidding process to have the opportunity to purchase the Bertucci Interest; only after the highest and best offer is determined do the parties' respective rights and obligations under the ROFR come into play; and the Debtors' identification of the Successful Bid for the Bertucci Interest, with or without an Auction, triggers the ROFR.
• Service of the Successful Bid Notice on August 11, 2026 commenced the fifteen-day period within which Luhr Bros. could elect to exercise its right of first refusal in accordance with the ROFR Order and the LLC Agreement.
• On August 20, 2026, Luhr Bros. timely exercised its right of first refusal and elected, pursuant to Sections 10.07(b) and 10.07(e) of the LLC Agreement, to purchase the Acquired Interests on the same material terms and conditions as the Proposed Transfer to JMB. The parties documented that election in the MIPA dated August 25, 2026.
• Accordingly, under the Sale Order, the bid submitted by JMB serves as the Backup Bid and JMB serves as the Backup Bidder. To the extent the Seller and Luhr Bros. do not consummate the Sale contemplated by the MIPA and the Seller and JMB instead consummate under the membership interest purchase agreement between them (the "Backup MIPA"), JMB is a good faith purchaser within the meaning of section 363(m) and is granted the full rights, benefits, privileges and protections of that section.
• The Court found that the sale process afforded a full, fair and reasonable opportunity for any person or entity to submit a higher or otherwise better offer subject to the terms of the LLC Agreement and the ROFR Order, that the Seller and Luhr Bros. complied with the ROFR Order and the LLC Agreement, and that the MIPA constitutes the highest or otherwise best offer for the Acquired Interests.

Purchase Price and Payment as Approved

• The Sale Order authorizes Luhr Bros. to acquire, and Bertucci to sell, the Acquired Interests for (i) $70,000,001 in cash and (ii) the assumption of the Assumed Liabilities (of which the MIPA schedules none).
• Under Sections 2.02 and 2.03 of the MIPA, the aggregate consideration is $70,000,001.00, payable in cash by wire transfer of immediately available funds to an account designated in writing by Seller prior to Closing, or as otherwise set forth in the Transaction Approval Order. Unlike the JMB structure, no portion is satisfied by credit bid.
• Section 2.04 provides that, notwithstanding anything in the MIPA to the contrary, Buyer is not required to make any good faith or similar deposit.
• After the Closing Date, Buyer will prepare and deliver to Seller an allocation of the Purchase Price among the Acquired Interests and any other relevant rights or assets in accordance with Section 1060 of the Tax Code, and neither party may take an inconsistent position for tax purposes except as required by a "determination" within the meaning of Section 1313.
• Buyer may designate one or more of its Affiliates to purchase specified Acquired Interests and assume any applicable Assumed Liabilities (each, a "Designated Buyer") on not less than three business days' written notice, provided that no designation releases Buyer from its obligations, impedes or delays the Closing or requires additional Consent, and Buyer remains jointly and severally liable with any Designated Buyer.

DIP Liens and Application of Proceeds

• Encumbrances attach solely to the proceeds of the Acquired Interests with the same validity, priority, force and effect they had against the interests, subject to the estate's claims and defenses — except that this provision does not apply to the DIP Liens under the Final DIP Order [ECF Doc. 284].
• The DIP Liens against the Acquired Interests are released automatically upon payment of the Purchase Price by Buyer to Seller into a designated bank account (identified in the entered order as "that certain bank account ending in [•]," or such other account as the Seller and the DIP Lender may agree in writing), provided that the DIP Liens attach to that payment with the same priority, validity, extent, nature, perfection, force and effect until the Seller pays the net cash proceeds to the DIP Lender in an amount necessary to satisfy in full in cash all then-outstanding DIP Obligations.
• Payments to the DIP Lender under that paragraph are indefeasible and not subject to disgorgement for any reason. The proceeds of the Sale are to be applied in accordance with paragraph 8(b) of the Final DIP Order, which continues to govern the respective rights of the DIP Lender, the Seller and all other parties with respect to the Seller's assets other than the Acquired Interests.

JMB Bid Protections

• Back-Up Fee: $2,100,000, representing 3% of the proposed Purchase Price. The August 6, 2026 order provides that wherever the term "Break-Up Fee" appears in the JMB Stalking Horse Agreement, it is replaced by "Back-Up Fee."
• Expense Reimbursement: reasonable, actual and documented out-of-pocket costs, expenses and fees incurred by JMB and its Affiliates and owed to third parties in connection with evaluating, negotiating, documenting and performing the transaction, in an amount not to exceed $700,000, representing 1.0% of the proposed Purchase Price.
• The Luhr Crosby Sale Order provides that the JMB Stalking Horse Bid Protections approved under the August 6, 2026 order shall be paid by the Seller to JMB upon the closing and from the proceeds of the Sale to Luhr Bros., in accordance with the JMB Stalking Horse Agreement and that order. Consistent with the ROFR Order and the August 6, 2026 order, Luhr Bros. is not required or obligated to pay the backstop fee or the JMB Stalking Horse Bid Protections on account of its ROFR exercise.
• Under the JMB Stalking Horse Agreement, the Bid Protections are payable within seven business days of a Fee Event and constitute an allowed administrative expense claim under sections 503(b) and 507(a)(2) with priority over administrative expenses of the kind specified in sections 503(b) and 507(b) and over claims arising under sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114, subject to any professional fee carve-out in any applicable debtor-in-possession or cash collateral order. The August 6, 2026 order allows them, to the extent payable, as superpriority administrative expense claims under sections 105(a), 503(b) and 507(a)(2).
  • "Fee Event" means (a) the consummation of an Alternative Transaction or (b) Seller's consummation of a plan of reorganization or liquidation that does not provide for Buyer's acquisition of the "Acquired Assets" (the Agreement uses that undefined term in the Fee Event definition; "Acquired Interests" is the term defined and used throughout the rest of the Agreement). The definition of "Alternative Transaction" expressly includes a sale or other transaction with Luhr Bros. (or any affiliate, successor, assignee or designee) through the exercise of the Right of First Refusal under section 10.07 of the LLC Agreement.
  • The fees are not subject to any bar date or any requirement to file a request for allowance of an administrative expense claim or proof of claim, and survive termination of the JMB Stalking Horse Agreement and dismissal or conversion of the Chapter 11 Cases to the extent provided in that agreement.
  • Neither the August 6, 2026 order nor the fees are intended to impact the "Due to/Due from" analysis as between the Bertucci estate and any of the other administratively consolidated estates.
• Overbid provisions under the JMB Stalking Horse Agreement required any initial overbid in connection with an Alternative Transaction to exceed the Purchase Price plus the Back-Up Fee, plus the Expense Reimbursement, plus an additional cash increment of $500,000; those requirements did not apply to Luhr Bros. exercising its ROFR, and JMB had no right to exceed a Luhr Bros. bid consisting of a ROFR exercise.

Closing

• Closing will be held at Vedder Price P.C.'s office, 222 North LaSalle Street, Chicago, Illinois 60601, at 10:00 a.m. Central time on the later to occur of (i) the third Business Day following satisfaction or waiver of the Article VI closing conditions and (ii) September 3, 2026, or at such other place, time or date as Seller and Buyer mutually agree in writing.
• Seller deliverables include a true copy of the Transaction Approval Order as entered, certified by the Clerk of the Bankruptcy Court; copies of all third party, governmental and regulatory consents required to transfer the Acquired Interests; certified resolutions of Seller's manager(s) or similar governing body and of its equity holders; an incumbency certificate; a certificate of good standing dated not more than ten days prior; and a certificate of a duly authorized officer as to the Article III representations. As drafted, the MIPA measures both parties' good-standing and incumbency certificates from "the date hereof" rather than the Closing Date.
• Buyer deliverables include the Purchase Price by wire transfer; a certificate of a duly authorized officer as to the Article IV representations; certified resolutions of Buyer's board and equity holders; an incumbency certificate; a certificate of good standing dated not more than ten days prior; and Adequate Assurance of Buyer's ability to timely perform, pay and discharge all Assumed Liabilities.
  • Adequate Assurance may include audited and/or pro forma financial statements demonstrating sufficient capitalization and liquidity; evidence of committed financing sufficient to satisfy the Assumed Liabilities as they become due; a solvency certificate from a responsible financial officer of Buyer; guarantees or other credit support from creditworthy Affiliates or third parties reasonably acceptable to Seller; and/or such other customary evidence of financial wherewithal. Seller's receipt of Adequate Assurance is a condition precedent to its obligation to close, and if Seller reasonably determines that Buyer has failed to provide it, Seller may delay the Closing upon written notice until it is provided.

Conditions to Closing

• Conditions to Seller's obligations: accuracy of Buyer's representations and warranties and material compliance with Buyer's covenants; expiration or termination of any applicable waiting periods and receipt of required approvals and filings the absence of which would reasonably be expected to have a Material Adverse Effect or result in a criminal violation; no Law or Governmental Order making the transaction illegal or restraining its consummation; Seller's receipt of Adequate Assurance; and entry of the Bidding Procedures Order and the Transaction Approval Order, neither thereafter stayed, reversed, vacated, modified or amended in any manner adverse to Seller.
• Conditions to Buyer's obligations: accuracy of Seller's representations and warranties and material compliance with Seller's covenants; expiration or termination of applicable waiting periods and receipt of required approvals and filings on the same standard; no Law or Governmental Order making the transaction illegal or restraining its consummation; and entry of the Bidding Procedures Order and the Transaction Approval Order, neither thereafter stayed, reversed, vacated, modified or amended in any manner adverse to Buyer.
• "Material Adverse Effect" means any event or circumstance materially adverse to the Acquired Interests or the Subject Company taken as a whole (including to the ownership, operation or financial condition of the Subject Company or its business, or to Seller's ability to timely consummate), but excludes changes in oil and gas prices; general market, industry, economic or political conditions; developments generally applicable to the oil-and-gas industry; acts of God and pandemics; acts or failures to act of Governmental Authorities; civil unrest or terrorism; and changes in, or delays or failures in issuing, laws, licenses, permits, easements or approvals — with the oil-and-gas price and law/permitting exclusions counted only to the extent disproportionately adverse to the Subject Company or the Acquired Interests relative to similarly situated industry participants.

Representations, Warranties and Related Provisions

• Seller's representations, made as of the Closing Date, address organization and good standing (as a Louisiana limited liability company, except as a result of the Chapter 11 Case and subject to Bankruptcy Court approval); no conflict; governmental consents and approvals; litigation; compliance with laws; taxes — all Tax Returns timely filed (taking extensions into account), Taxes shown payable paid or to be timely paid, no written notice of unsatisfied proposed adjustment or deficiency, and no Tax liens on the Acquired Interests — subject to Schedule 3.06, which discloses a timely extension for Bertucci's 2025 federal returns and estimated Louisiana Department of Revenue corporate income and/or franchise tax amounts of $54,134.96 for the period ended December 31, 2024, and $30,000.00 for the period ended December 31, 2025; ownership; brokers; and full disclosure.
  • With respect to ownership, there are no rights of first offer, rights of refusal, preemptive rights or transfer restrictions (other than the Equity Permitted Encumbrances) binding upon Seller or the Subject Company; other than the Agreement, there are no outstanding agreements, understandings or commitments to purchase, acquire, sell or redeem any interest in the Subject Company; and no convertible or exchangeable securities of the Subject Company exist.
  • Except for the Investment Banker, no broker, finder, investment banker or other Person is entitled to a fee or commission based on arrangements made by or on behalf of Seller, and Seller is solely responsible for the Investment Banker's fees and expenses.
  • The Acquired Interests are sold on an "AS IS," "WHERE IS" basis as of Closing with "ALL FAULTS," and, except as set forth in Article III and for any warranties of title in any bill of sale delivered at Closing, Seller disclaims all other representations and warranties, including as to the operation of the Subject Company after Closing and its probable success or profitability.
• Buyer's representations, made as of the Closing Date, address organization and authority (as an Illinois corporation); no conflict; governmental consents and approvals; litigation; brokers; independent investigation and acknowledgement that no representations are made other than those in Article III; financial capability to consummate the transaction; and that Buyer is a "Citizen of the United States" within the meaning of 46 C.F.R. § 221.3(c).
• Representations, warranties and covenants (other than covenants that by their terms survive) terminate at Closing or upon termination of the Agreement, after which no party may claim for any breach thereof.

Termination

• Buyer may terminate if the Closing has not occurred on or before September 30, 2026 (the "Outside Date"), unless Buyer's breach was the principal cause of the failure to close or the Bankruptcy Court has entered an order that would otherwise require Closing to occur on or after the Outside Date.
• Buyer may also terminate if: the Chapter 11 Case is converted to chapter 7 or dismissed; Seller files a motion requesting, consents to, or fails to timely contest a pleading seeking, or the Bankruptcy Court enters an order for, the appointment of a chapter 11 trustee or examiner with expanded powers under section 1104; Seller withdraws or seeks authority to withdraw the Sale Motion (other than an amendment with Buyer's prior written consent); the Court enters any order materially inconsistent with the Agreement or the Transaction Approval Order, including any order granting stay relief to permit foreclosure on any portion of the Acquired Interests; the Transaction Approval Order is entered containing terms not reasonably acceptable to Buyer or is thereafter stayed, reversed, vacated, modified or amended adversely to Buyer; or Seller breaches any representation, warranty or covenant giving rise to a failure of a closing condition that is not cured as of Closing. Section 7.01(b) is marked "Reserved."
• Seller may terminate for an uncured Buyer breach giving rise to a failure of a closing condition. Either party may terminate if a Governmental Order restraining or prohibiting the transaction becomes final and non-appealable, or by written consent of both parties.
• Upon termination the Agreement becomes void with no liability on either party, except as set forth in Section 2.06(b) and Article IX and except that neither party is relieved from liability for any breach occurring prior to termination.
• The automatic stay under section 362 is vacated, modified and terminated with respect to the Seller to the extent necessary, without further order of the Court, to allow the Buyer to give notices provided for in the MIPA, to take actions permitted by the MIPA including effectuating the Sale or terminating the agreement, and otherwise to implement the terms of the MIPA and the Sale Order.

General Provisions

• Governing Law: Delaware law and, to the extent applicable, the Bankruptcy Code, with the Bankruptcy Court as the exclusive forum for enforcement. The superseded JMB agreement was governed by New York law.
• Each party bears its own costs and expenses, including fees of counsel, investment bankers and accountants, whether or not the Closing occurs.
• The Agreement may not be assigned without the express written consent of Seller and Buyer, provided that Buyer may assign, delegate or transfer its rights, interests and obligations (in whole or in part) to one or more of its Affiliates without Seller's consent, which does not relieve Buyer of its obligations. Amendments require a written instrument signed by Seller and Buyer or a waiver in accordance with the Agreement.
• No press release or public announcement regarding the Agreement or the transaction may be made without the other parties' prior written consent, except as required by Law or in filings with the Bankruptcy Court or the office of the U.S. Trustee.
• The Agreement binds and inures solely to the benefit of the Parties and their respective successors and permitted assigns (including any trustee or representative appointed in the Chapter 11 Case or any successor chapter 7 case), and confers no rights on any other Person.
• Mutual releases operate as of Closing on the same construct used in the Breakwater transaction, with carve-outs for claims arising under or relating to the MIPA, any proof of claim filed by Buyer or its Affiliates in the Chapter 11 Cases, and claims primarily arising as a result of fraud (other than fraudulent transfer liability) as finally determined by a court of competent jurisdiction.
• Governmental Authorities may not deny, revoke, suspend or refuse to renew any License relating to the Acquired Interests on account of the filing or pendency of the cases or the consummation of the Sale, and are directed to transfer or reissue such Licenses to the Buyer as of Closing to the fullest extent permitted by applicable law.

Part IV — Sale of the M/V KURT J. CROSBY to PNC Bank, N.A.

Parties and Filing

• Seller: Crosby Marine Transportation, LLC. Purchaser: PNC Bank, N.A. or one or more of its designees or assignees. The Breakwater Sale Order refers to the transaction as a credit bid sale to PNC Bank, N.A. or PNC Equipment Finance LLC and their respective successors, assigns, designees and agents.
• Approved by the Order (I) Authorizing the Sale of the Acquired Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, (II) Authorizing the Debtors to Enter Into and Perform Under the Bill of Sale, and (III) Granting Related Relief, entered September 4, 2026 [ECF Doc. 938], following the Sale Hearing conducted August 31 and September 1, 2026. The Bill of Sale is attached as Exhibit 1 on Coast Guard form CG-1340.
• Acquired Assets: the U.S. flag vessel M/V KURT J. CROSBY, Official No. 1096764, and related collateral under the KJC Loan Agreement and the KJC Security Agreements.

Secured Claim and Credit Bid

• PNC is a lender under the Loan and Security Agreement dated June 28, 2018 (the "KJC Loan Agreement"), pursuant to which it loaned Crosby Marine Transportation, LLC, Crosby Dredging, LLC, Crosby Tugs, L.L.C. and Crosby Enterprises, L.L.C. (the "KJC Borrowers") $9.4 million.
• The KJC Borrowers' obligations are secured by the Vessel and related collateral pledged under, among other documents, the First Preferred Ship Mortgage dated June 2018, the Assignment of Charter Hire and Earnings dated May 20, 2022, and the Assignment of Insurances dated June 2018 (collectively, with related instruments, the "KJC Security Agreements").
• The Purchaser had the right under section 363(k), and was authorized under the Bidding Procedures Order, to credit bid up to the full amount of the KJC Loan. Under the Bill of Sale, the consideration for the Acquired Assets is a credit bid of $6,350,000.
• The obligations under the KJC Loan Agreement equal to the Credit Bid Amount are automatically extinguished on the date of Closing, with the remaining obligations under the KJC Loan Agreement remaining outstanding.
• The Court found the Credit Bid a valid and proper offer under the Bidding Procedures Order; that no cause exists to limit the credit bid under section 363(k), and that no evidence was offered or proffered in support of any such cause; and that the Debtors valued each dollar of the Credit Bid as equivalent to one dollar of cash, which was appropriate and a reasonable exercise of business judgment.
• Pursuant to section 506(a)(1), in light of the purchase price, any liens, claims or interests on, against or in the Acquired Assets that are junior to the obligations under the KJC Loan Agreement comprise unsecured claims.

Free and Clear; Maritime Liens

• Because the consideration is the Credit Bid, there are no proceeds to which any potential senior liens, claims or interests can attach; such holders are adequately protected by the insurance coverages secured by the Debtors.
• The Court found that holders of alleged liens, claims or interests purportedly senior in rank or priority to any lien held by a Secured Creditor or Pre-Petition Lender in the Vessel — including Pedro C. Solorzano — have either not appeared in these cases or not objected to the transfer free and clear.
• All persons or entities that have filed notices of claim of lien, mortgages or other maritime liens against the Vessel with the National Vessel Documentation Center or otherwise, or that have appeared asserting maritime liens or claims against the Vessel, have submitted to the in rem and in personam jurisdiction of the Court, which has jurisdiction and authority to extinguish such liens and order the Vessel sold free and clear.
• The Sale Order declares title to the Vessel free and clear of all maritime liens and declares such liens of no further effect. The NVDC is authorized, directed and ordered to mark all notices of claim of lien filed against the Vessel as satisfied, released or otherwise discharged of record and to remove them from the records for the vessel under 46 C.F.R. 67.263; a certified copy of the Sale Order may be filed with the NVDC under that regulation.
• On the Closing, the Purchaser takes title to and possession of the Acquired Assets; the Debtors agree to deliver the Acquired Assets to the Purchaser, at the Purchaser's sole cost, at Closing at a location reasonably requested by the Purchaser.
• As of the Closing, the Purchaser and its successors and assigns are designated the Debtors' attorney-in-fact with full power of substitution, for the limited purposes of demanding and receiving the Acquired Assets, giving receipts and releases, and prosecuting proceedings against third parties for the collection or reduction to possession of the Acquired Assets.

Other Provisions

• The Purchaser assumes only those liabilities expressly assumed under the Bill of Sale and no Excluded Liabilities, and has no successor, transferee or vicarious liability of any kind, including under any theory of antitrust, environmental, labor, ERISA, de facto merger, mere continuation or substantial continuity. Effective as of the Closing, the Debtors are deemed to release and forever discharge the Purchaser and its affiliates, successors and assigns from all claims relating to the Sale or the operation of the Acquired Assets prior to Closing, except for the Purchaser's obligations under the Bill of Sale and the Sale Order.
• No state or parish sales, use, lease or registration taxes are due in connection with the transfer of the Vessel in connection with the credit bid of PNC's allowed secured claim under section 363(k), because the transaction constitutes an isolated or occasional sale under La. R.S. § 47:305(A) — the Debtors not being regularly engaged in the business of selling maritime vessels — and the exchange of debt for collateral is not a taxable retail sale under La. R.S. §§ 47:301(1) and 47:301(10)(a). The Purchaser is acquiring the Vessel to preserve its collateral value and hold it for future disposition and is not required to provide a Louisiana Resale Certificate.
• Notwithstanding anything to the contrary in the Bidding Procedures Order, the Stalking Horse Notice, the Post-Auction Notice, or stated on the record at the Auction, no party is selected or approved as the Back-Up Bidder with respect to any of the Acquired Assets.
• Nothing in the Sale Order releases, discharges, impairs, waives, enjoins or stays the enforcement of any claim or encumbrance of a third party, including PNC Bank, N.A., against any non-Debtor guarantor or obligor.
• All claims, rights and remedies of PNC Bank in connection with the Debtors' insurance policies, including as additional insured, additional assured and/or loss payee, are reserved and preserved in all respects; nothing requires the Debtors to continue paying policy premiums related to the Acquired Assets after Closing.
• The Bill of Sale and related agreements may be modified, amended, supplemented or restated in a writing signed by both parties without further order of the Court, provided the change does not have a material adverse effect on the Debtors' estates or their creditors; the Bill of Sale may not be altered, amended, rejected, discharged or otherwise affected without the Purchaser's prior written consent. To the extent of any conflict between the Bill of Sale and the Sale Order, the Sale Order governs, and any prior orders are deemed amended or modified to the extent required to permit consummation.
• The provisions of the Sale Order are non-severable and mutually dependent. The Sale Order is effective and enforceable immediately upon entry and self-executing notwithstanding Bankruptcy Rules 6004(h) and 6006(d); absent a stay pending appeal, the Debtors and the Purchaser are free to close at any time pursuant to the terms of the Bill of Sale.
• Source note: the CG-1340 attached as Exhibit 1 identifies the buyer as 3CVF Disposition, LLC, 251 Little Falls Drive, Wilmington, Delaware, and leaves the consideration, date and signature fields blank; the seller is identified as Crosby Marine Transportation, LLC, signed by Lawrence R. Perkins as Chief Restructuring Officer.

Part V — Sale of 17771 Highway 3235, Galliano, Louisiana to BankPlus

Parties and Filing

• Seller: Crosby Real Estate, LLC, a Louisiana limited liability company, acting through Lawrence Perkins, Chief Restructuring Officer. Buyer: BankPlus, a Mississippi state-chartered banking corporation, or its assigns.
• Purchased Asset: the immovable property located at 17771 Highway 3235, Galliano, LA 70354, as described in the legal description attached as Exhibit A to the Asset Purchase Agreement. The allocation schedule to the Breakwater agreement refers to the property as the Old HQ.
• Approved by the Order (I) Approving the Sale of 17771 Highway 3235 Galliano, LA 70354 by Debtor Crosby Real Estate, LLC Free and Clear of Claims, Liens, and Encumbrances, and (II) Granting Related Relief, entered September 3, 2026 [ECF Doc. 929], following the Sale Hearing conducted August 31, 2026. The operative Asset Purchase Agreement is dated August 25, 2026 and attached as Exhibit A.

Path to the Sale

• BankPlus submitted an initial credit bid of $4,020,000 for the Purchased Asset together with the immovable property at 17751, 17752 and 17753 Highway 3235 Galliano, LA and certain described movable property.
• The Debtors deemed Breakwater Buyer's bid at the Auction the highest and best offer for the Breakwater Assets inclusive of the Purchased Asset, and designated Breakwater Buyer the Successful Bidder [ECF Doc. 820]. Breakwater Buyer thereafter agreed to amend the Breakwater APA to exclude the Purchased Asset from the Breakwater Assets without modifying the purchase price for those assets, which the Court found was to the benefit of the Debtors and their estates.
• BankPlus confirmed that its credit bid was inclusive of a severable $1,000,000 credit bid for the Purchased Asset, and the Debtors, having received no other Bids for that asset, determined that credit bid to be the highest and best offer and selected BankPlus as the Successful Bidder for it.
• Other than the BankPlus Credit Bid and the bids for substantially all of the Debtors' assets submitted by Breakwater Buyer and C-Tugs, the Debtors received no Qualified Bids with respect to the Purchased Asset. At the Bid Deadline, C-Tugs' Bid was the highest and best bid for the Breakwater Assets and was designated the Starting Bid.
• The Court incorporated by reference its findings of fact and conclusions of law from the Bidding Procedures Order and the ROFR Order.

Purchase Price and Deposit

• Purchase Price: $1,000,000, satisfied on a dollar-for-dollar basis by a credit bid under section 363(k) (the "Credit Bid Amount"), plus cash in an amount sufficient to pay (i) a fee payable to Raymond James & Associates, Inc. for the sale of the Purchased Asset and (ii) the Credit Bidder Stalking Horse Fee Share as defined in the Bidding Procedures Order (together, the "Cash Component"). Both amounts are stated as "[•]" in the entered order and are not quantified in the APA.
• Deposit: on or before August 7, 2026 at 5:00 p.m. CT, the Buyer was to deliver $100,000 to the escrow account, as required by the Bidding Procedures Order, by cashier's check or wire. If declared the Successful Bidder or Back-Up Bidder, the Deposit becomes immediately non-refundable and is credited in favor of the Buyer at Closing toward the Cash Component. The Deposit is not considered earnest money.
• At Closing, the Buyer credits the Credit Bid Amount against the debt owed by Seller to Buyer under certain loans made to Seller and its affiliates (the "Existing Debt") and delivers the Cash Component; the Escrow Agent delivers the Deposit to Seller in accordance with an agreed closing statement. Buyer's deliverables include a payoff letter or release acknowledging the partial or full satisfaction of the Existing Debt to the extent of the Credit Bid Amount.
• Escrow Agent: Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, through its IOLTA account.

Excluded Assets and Liabilities

• The Purchased Asset does not include any movable property described in Exhibit A; any insurance claims made in connection with the Purchased Asset and any proceeds resulting therefrom, including those lawsuits listed in the Bidding Procedures Order; any cash or cash equivalents of the Seller; accounts receivable existing as of the Closing; any funds held by Seller or in any accounts maintained by Seller; the Seller's rights under the Agreement; and any prepaid expenses or deposits of the Seller.
• The Buyer does not assume, and is not deemed to have successor liability for, any liabilities of the Seller attributable to or arising from the operation of the Purchased Asset prior to the Closing, whether accrued or contingent, known or unknown, and whether arising in tort, contract or otherwise ("Disclaimed Liabilities"). The Buyer is liable only for the performance of obligations first accruing after the Closing (the "Assumed Liabilities"); that provision survives the Closing.
• Permitted Encumbrances are limited to the lien of real estate taxes and assessments not yet due and payable for the year in which the Closing occurs and subsequent periods (prorated in accordance with the Agreement), and applicable building and zoning ordinances, land use regulations and other present and future legal requirements affecting the Purchased Asset.
• All personal property taxes and all Transfer Taxes incurred in connection with the sale are paid by the Buyer at Closing or treated as adjustments to the Purchase Price. "Transfer Taxes" means all excise, sales, use, value added, registration, stamp, recording, documentary, conveyancing, transfer and similar taxes, levies, charges and fees.

Condition of the Purchased Asset

• The Purchased Asset is sold as is, where is, with all faults, in reliance solely on the Buyer's own inspection and examination. The Seller disclaims all express or implied representations, warranties, statements or conditions as to the present, past or future physical condition or quality of the Purchased Asset, the business conducted there prior to Closing, income, expenses or operation, merchantability, fitness for a particular purpose, or any other matter, except for the Article IX representations.
• The act of transfer must contain prescribed language under which the Buyer waives all warranties, including warranties of title and peaceable possession, zoning and restrictions, condition, fitness and suitability, and rodent, insect, mold and microbial conditions, and waives any right or cause of action to rescind or resolve the transfer or demand a reduction in purchase price based on redhibitory or other vices or defects, expressly including warranties under La. Civ. Code art. 2475 and arts. 2477 through 2548.
• The Seller transfers its right, title and interest without warranty or recourse, but with full substitution and subrogation to all rights and actions of warranty the Seller has or may have against preceding owners or vendors, including claims arising from hidden or latent defects.
• The Buyer acknowledges it had until August 7, 2026 (or such other date set by the Court) to inspect the Purchased Asset, that it conducted sufficient environmental, physical, structural, title, survey and financial review, and that no closing condition for further due diligence is necessary. The purchase is not conditioned upon obtaining financing.

Closing and Conditions

• The Closing is consummated through the mail (including electronic mail), with all deliveries made on a Closing Date not later than September 12, 2026, unless extended in accordance with the Bidding Procedures or by the Bankruptcy Court.
• Seller deliveries at Closing: an executed copy of the Act of Cash Sale (the form attached to the APA as Exhibit B), the Sale Order, physical possession and control of the Purchased Asset, the executed Closing Statement, and any other instruments of transfer reasonably necessary. Lawrence Perkins is authorized to execute the APA, the Act of Sale and related documents on behalf of the Seller.
• Buyer deliveries at Closing: the Cash Purchase Price by wire transfer, the payoff letter or release as to the Existing Debt, written directions to the Escrow Agent to release the Deposit, the executed Closing Statement, and any other documents reasonably necessary or required by the Sale Order.
• Conditions to each party's obligations: entry of the Sale Order; absence of any restraining order, injunction or other order or legal restraint preventing consummation; accuracy in all material respects of the other party's representations and warranties as of the Closing Date; performance and compliance in all material respects with the other party's covenants; and delivery into escrow of that party's required closing documents.
• Any management agreement with an affiliated or third-party management company for the management and operation of the Purchased Asset terminates as of the Closing Date, and the Buyer has no liability or responsibility for any employees of the Seller with respect to the Purchased Asset.
• The representations and warranties of both parties do not survive the Closing. The Buyer has an affirmative obligation to update its representations regarding litigation, legal compliance and financing contingencies to the extent they cease to be true or accurate due to its own actions or inactions after the Effective Date.

Order Provisions

• Encumbrances attach solely to the proceeds of the Purchased Asset with the same validity, priority, force and effect they had against the asset, subject to the estate's claims and defenses.
• Mutual releases operate as of Closing on the same construct used in the Breakwater transaction, with carve-outs for claims arising under or relating to the APA, any proof of claim filed by Buyer or its Affiliates in the Chapter 11 Cases, and claims primarily arising as a result of fraud (other than fraudulent transfer liability) as finally determined by a court of competent jurisdiction.
• The Buyer has no obligations or liabilities to any employee of the Seller or in respect of any employee benefits, and no common law successorship or controlled group liability under ERISA or the Internal Revenue Code, including with respect to withdrawal liability or contribution obligations under any multiemployer plan.
• Except as explicitly set forth in the Sale Order, nothing functions as an adjudication, release, waiver, extinguishment, satisfaction or settlement of any claims or causes the Debtors and their estates may have against the Buyer, or that the Buyer may have against the Debtors or their estates, all of which are fully preserved.
• The APA and Transaction Documents may be modified, amended or supplemented in a writing signed by the parties without further order of the Court, provided the change does not have a material adverse effect on the Seller's estate unless approved by order of the Court and all changes to the schedules are filed on the docket.

Part VI — Post-Sale Developments: Breakwater Closing, Appeal, ELGA Stay Dispute and Allocation of Cash Proceeds

Breakwater Closing

• On September 15, 2026, the Debtors consummated the Breakwater Sale in accordance with the Breakwater Sale Order and the purchase agreement. As a precaution, the Debtors and Breakwater Buyer did not close the sale of four vessels subject to the security interest of ELGA One, LLC-Series III ("ELGA"), given ELGA's position that doing so would violate the automatic stay arising in ELGA's own chapter 11 case. The Debtors deny that closing the sale of those vessels would violate section 362. The Amended Motion does not identify the four vessels.
• Lugenbuhl holds $1,868,361 in escrow pending transfer of title to the vessels subject to ELGA's lien to Breakwater Buyer.

Appeal of the Breakwater Sale Order

• On September 7, 2026, four vessel lenders (the "Appealing Lenders") filed a joint Emergency Motion to Stay Sale Order Pending Appeal [ECF Doc. 945]. On September 10, 2026, they filed their Notice of Appeal [ECF Doc. 967]. The Amended Motion does not name the Appealing Lenders.
• After an evidentiary hearing on September 11, 2026, the Court found that the movants had presented no evidence and had not met their burden to obtain a stay. It entered an Order Denying Motion to Stay Pending Appeal [ECF Doc. 983] the same day.

ELGA Chapter 11 Filing and Automatic Stay Dispute

• On the evening of September 14, 2026, ELGA, one of the Debtors' prepetition secured lenders and a participant in the Riedel Mediation, filed a chapter 11 petition in the U.S. Bankruptcy Court for the Northern District of Illinois (the "Illinois Bankruptcy Court") (Case No. 26-15162) [see ECF Doc. 998]. At the same time, ELGA's mediation counsel advised Debtors' counsel by email that ELGA's Illinois bankruptcy counsel had concluded that any sale of ELGA's collateral free and clear of its Preferred Ship Mortgages would violate the automatic stay, particularly sections 362(a)(2) and (3).
• On the evening of September 15, 2026, ELGA filed an Emergency Motion for Immediate Relief Preserving the Status Quo, Confirming Automatic-Stay Protection of Its Preferred Ship Mortgage Interests, and Authorizing Limited Participation in Related Louisiana Proceedings [No. 26-15162, ECF Doc. 7]. The Illinois Bankruptcy Court set an emergency hearing for 2:00 p.m. on September 16, 2026. The Debtors state that they received no notice of the motion or hearing before September 16, 2026, and learned of the hearing that morning from a party in interest.
• At the September 16, 2026 hearing, the Debtors appeared and confirmed that title to the vessels subject to ELGA's security interest had not been and would not be transferred pending an opportunity to be heard on a properly set motion. They also gave the Illinois Bankruptcy Court an overview of these cases, the sale process and the need for prompt relief to consummate the transfer of the four vessels.
• On September 18, 2026, the Debtors filed in the Illinois Bankruptcy Court a motion to confirm that section 362(a) does not stay consummation of a sale of non-estate property, to annul or otherwise modify the automatic stay under section 362(d) or, alternatively, for permissive abstention under 28 U.S.C. § 1334(c) [No. 26-15162, ECF Doc. 25] (the "Lift Stay Motion"). The motion seeks an order:
  • (i) determining that section 362(a) does not apply to consummation of the Sale Order and transfer of the subject assets to Breakwater Buyer free and clear of ELGA's liens, with those liens attaching to the Breakwater proceeds as the Sale Order provides;
  • (ii) granting stay relief to permit the sale of the subject vessels, valuation by the Eastern District of Louisiana court of ELGA's claim and security interest, and the Debtors' filing, solicitation and prosecution of a chapter 11 plan, or alternatively abstaining under 28 U.S.C. § 1334(c)(1) while ELGA enforces its claim in these cases; and
  • (iii) granting related relief.
• The Debtors assert that ELGA filed its chapter 11 case in bad faith, as a litigation tactic to use section 362 to obtain a stay of the Breakwater Sale Order pending ELGA's appeal without showing cause under Bankruptcy Rule 8007 or posting a bond to protect the Debtors' estates.
• ELGA consented to an expedited briefing schedule ending in an October 2, 2026 hearing. At that hearing, Judge Peterman may grant the relief as a matter of law or, if a material issue of fact precludes some or all of it, set an evidentiary hearing and a discovery schedule.

Allocation Motion and Scheduling

• The Breakwater Sale Order provides that Encumbrances attach solely to the proceeds of each respective Breakwater Asset, with the same validity, priority, force and effect they had against that asset, subject to the estates' claims and defenses.
• On September 3, 2026, the Debtors filed an Expedited Motion (I) to Approve Allocation of Cash Proceeds to Assets Sold by Debtors to Breakwater Buyer, LLC in Going Concern Sale, (II) to Set a Hearing and Notice Procedures for Allocation Determination, and (III) for Related Relief [ECF Doc. 935] (the "Original Motion"). It sought an order determining the value of the Breakwater Assets, allocating the Cash Sale Proceeds to the individual Breakwater Assets, and attaching Encumbrances to the allocated value, on the basis of the Final Breakwater Allocation or other competent evidence.
• The Court entered a Scheduling Order [ECF Doc. 939] substantially adopting the Debtors' proposed process order.
  • The Scheduling Order required objections by September 14, 2026, and required any objector disputing the Debtors' proposed relative valuation of an asset to state its own proposed valuation for that asset. The Final Breakwater Allocation thus served as the baseline value for each Breakwater Asset against which objectors were to propose alternatives.
  • The proposed process order also contemplated replies by September 21, 2026, witness and exhibit lists by 12:00 p.m. CT on September 23, 2026, a September 10, 2026 status conference, and mediation noticed by the Debtors.
• After a status conference on September 18, 2026, the Court entered an Amended Scheduling Order directing the Debtors to file an amended motion by 12:00 p.m. CT on September 22, 2026.

Objections and the Committee Allocation Methodology

• Numerous parties in interest objected to the Original Motion. A substantial group of secured creditors and the Official Committee of Unsecured Creditors of Crosby Tugs, L.L.C. and Crosby Dredging, LLC objected that the Final Breakwater Allocation is not competent evidence of value under section 506(a). They urged an independent, appraisal-based determination using third-party valuations [ECF Doc. 995].
• The Committee's proposed methodology (the "Committee Allocation Methodology") [ECF Doc. 995-1 at 2] works in four steps. An application of it appears at ECF Doc. 995-1 at 5–13.
  • (i) Each Breakwater Vessel is classified as operating or non-operating as of September 8, 2026, based on operational information provided by the Debtors.
  • (ii) Each operating vessel is assigned its Forced Liquidation Value, and each non-operating vessel the lesser of its Net Forced Liquidation Value and its "Scrap/Resid" value, in each case as stated in the DLS Marine Survey & Appraisal Report dated as of June 10, 2026 (the "DLS Appraisal").
  • (iii) The assigned values are summed to produce a total Breakwater Vessel value.
  • (iv) The total cash proceeds received for the Breakwater Vessels are prorated to each vessel by its share of that total.

Mediation

• The Court appointed the Hon. John Kolwe as mediator for the Allocation Motion [ECF Doc. 940]. Upon motion by various lenders, it later appointed Harley Riedel [ECF Doc. 986].
• The Riedel Mediation was held on September 14 and 15, 2026 at the offices of Debtors' counsel, with in-person and remote video attendance. It has not produced a global resolution, and the participants are continuing to work toward one.

Amended Allocation Motion

• On September 22, 2026, the Debtors filed their Amended Expedited Motion [ECF Doc. 1027] (the "Amended Motion"). It continues to seek an order determining the value of the Breakwater Assets, allocating the Cash Sale Proceeds to the individual Breakwater Assets and attaching Encumbrances to the allocated value. The requested basis is now competent evidence submitted by the Debtors and any party in interest, with no reference to the Final Breakwater Allocation.
• The Debtors state that, having considered the objections, they are persuaded that the Committee Allocation Methodology provides a uniform and reasonable framework. They ask the Court to value each Breakwater Vessel under it.
  • The Debtors argue that the methodology rests on independent appraisal evidence, is keyed to the going-concern disposition the Court approved, and prorates the Cash Sale Proceeds by each asset's share of total fleet value.
  • They cite In re LTV Steel Co., 285 B.R. 259 (Bankr. N.D. Ohio 2002), and section 506(a) together with Associates Commercial Corp. v. Rash, 520 U.S. 953 (1997), for allocating bulk-sale proceeds by relative asset value. They cite In re Motors Liquidation Co., 482 B.R. 485 (Bankr. S.D.N.Y. 2012), for applying a fair market value framework to assets sold through an open, competitive auction.
• The Debtors also ask the Court to further amend the Amended Scheduling Order to reset the evidentiary hearing. If the Illinois Bankruptcy Court does not, on or around October 2, 2026, allow this Court to determine ELGA's lien under section 506, the proposed amendment would provide:
  • (i) Lugenbuhl would escrow $2,615,924.00 of Breakwater cash proceeds, including credit for the $1,868,361 already held in escrow pending transfer of title to the ELGA vessels (the "ELGA Escrow"); and
  • (ii) the Allocation Motion would be stayed as to ELGA's lien pending further order. Allocation of the remaining Proceeds would go forward, and allocation of the ELGA Escrow would be reserved for determination by the Court once the stay is lifted.
• The Debtors maintain that the Lift Stay Motion should be granted and the stay annulled on October 2, 2026, while acknowledging that the timing and nature of the Illinois ruling are beyond their control. The Amended Motion does not state a new hearing date.

Part VII — Master Key Dates and Case Information

Key Dates

• Petition Date (Crosby Marine Transportation, Crosby Tugs, Crosby Dredging, Bertucci Contracting): March 23, 2026; joint administration ordered March 24, 2026
• CRO Engagement Date (relevant to the CRO's Knowledge standard under the Breakwater Agreement): February 28, 2026
• Bidding Procedures Motion Filed: June 30, 2026 [Docket No. 571]; heard July 17, 2026
• Bidding Procedures Order Entered / Ten Additional Debtors Added to Joint Administration: July 21, 2026 [ECF Docs. 665 and 663]
• Preliminary Bid Documents Deadline: July 22, 2026, at 11:59 p.m. CT
• Deadline for Debtors to File Cure Notice and Serve Sale Notice: July 22, 2026, at 11:59 p.m. CT — Sale Notice filed [ECF Doc. 675]; Cure Notices filed and amended [ECF Docs. 676, 683, 789 and 796], with certificates of service filed July 24 and August 11, 2026 [ECF Docs. 695, 696 and 806]
• Deadline for Debtors to Publish Sale Notice: no later than three business days after service of the Sale Notice per the Bidding Procedures Order's dates table (paragraph 16 of that Order instead measures three business days from entry of the Order) — effected as reflected in the Certificate of Publication [ECF Doc. 854]
• Cure Objection Deadline: 14 days after the filing of a Cure Notice (or any Supplemental Cure Notice) per the Bidding Procedures Order's dates table; paragraph 12(c) of that Order and the form Cure Notice instead measure 14 days from service — no Cure Notice Objection was timely filed
• Breakwater Stalking Horse Agreement Dated / Bidder Selected: July 28, 2026
• ROFR Order (Memorandum Opinion and Order) Entered: July 28, 2026 [ECF Doc. 709]
• Outside Stalking Horse Designation Date / JMB Stalking Horse Agreement Dated and Bidder Selected: July 29, 2026
• Breakwater Stalking Horse Objection Deadline: July 31, 2026
• JMB Stalking Horse Objection Deadline: August 3, 2026
• Hearing on the JMB Stalking Horse Designation: August 4, 2026 (in addition to the July 17, 2026 hearing)
• Deadline for Entry of Order Approving Breakwater Stalking Horse Protections: August 5, 2026 (the order was entered August 6, 2026; the Amended and Restated Asset Purchase Agreement carries the date forward unchanged)
• Orders Approving Both Stalking Horse Designations and Bid Protections Entered: August 6, 2026 [ECF Doc. 774 (Breakwater); ECF Doc. 778 (JMB)]
• Bid Deadline / Qualified Bid Deadline / BankPlus Deposit Deadline: August 7, 2026, at 5:00 p.m. CT — JMB submitted a Qualified Bid of $70,000,001.00 for the Acquired Interests and no other Qualified Bids for those interests were received; C-Tugs, LLC's Bid was designated the Starting Bid for the Breakwater Assets
• Joint Administration of Susan Marie, LLC (No. 26-11960), Vinton Crosby, LLC (No. 26-11962), Tara Crosby, LLC (No. 26-11963) and Crosby & Son Towing, LLC (No. 26-11964) Ordered: August 7, 2026 [ECF Doc. 780]
• Notice of Successful Bid for the Acquired Interests and Cancellation of Auction Filed: August 11, 2026 [ECF Doc. 803] — commencing the 15-day ROFR election period under the LLC Agreement and the ROFR Order
• Auction: August 13 and 14, 2026, at 601 Poydras Street, 11th Floor (Conference Centre on 11, Pan American Life Center), New Orleans — cancelled as to the Acquired Interests only; conducted with respect to all other Assets
• Post-Auction Notice of Successful Bidders, Assigned Contracts, and Cure Costs Filed: August 15, 2026 [ECF Doc. 820]
• Luhr Bros. ROFR Exercise: August 20, 2026, under Sections 10.07(b) and 10.07(e) of the LLC Agreement
• Sale Objection Deadline: August 24, 2026, at 4:00 p.m. CT
• Luhr Crosby MIPA and BankPlus APA Dated: August 25, 2026
• Sale Hearing: August 31, 2026 and September 1, 2026 before the Honorable Meredith S. Grabill, U.S. Bankruptcy Court, 500 Poydras Street, Courtroom B-709, New Orleans, LA 70130 (the Luhr Crosby and BankPlus orders recite the August 31, 2026 hearing; the Breakwater and PNC orders recite both days)
• Sale Order Approving the Sale of the Luhr Crosby Interest to Luhr Bros. Entered: September 1, 2026 [ECF Doc. 918]
• Sale Orders Approving the Breakwater Sale and the BankPlus Sale Entered: September 3, 2026 [ECF Docs. 930 and 929]
• Original Allocation Motion Filed: September 3, 2026 [ECF Doc. 935]; Scheduling Order subsequently entered [ECF Doc. 939]
• Closing Date under the Luhr Crosby MIPA: the later of the third Business Day following satisfaction or waiver of the closing conditions and September 3, 2026
• Deadline for Entry of the Breakwater Transaction Approval Order: September 4, 2026 (satisfied by entry on September 3, 2026)
• Sale Order Approving the PNC Credit Bid Sale of the M/V KURT J. CROSBY Entered: September 4, 2026 [ECF Doc. 938]
• Appealing Lenders' Emergency Motion to Stay Sale Order Pending Appeal Filed: September 7, 2026 [ECF Doc. 945]
• Operating/Non-Operating Measurement Date under the Committee Allocation Methodology: September 8, 2026
• Appealing Lenders' Notice of Appeal Filed: September 10, 2026 [ECF Doc. 967]
• Evidentiary Hearing on Stay Pending Appeal / Order Denying Motion to Stay Pending Appeal Entered: September 11, 2026 [ECF Doc. 983]
• ELGA Emergency Motion Filed in the Illinois Bankruptcy Court: September 15, 2026 [No. 26-15162, ECF Doc. 7]
• Illinois Bankruptcy Court Emergency Hearing: September 16, 2026, at 2:00 p.m.
• Allocation Status Conference / Amended Scheduling Order Entered / Debtors' Lift Stay Motion Filed in the Illinois Bankruptcy Court: September 18, 2026 [No. 26-15162, ECF Doc. 25]
• Amended Allocation Motion Filed: September 22, 2026 [ECF Doc. 1027] (court-ordered deadline 12:00 p.m. CT)
• BankPlus Closing Date Deadline / Outside Closing Date under the Bidding Procedures: September 12, 2026
• Breakwater Outside Date / Breakwater Sale Consummated (other than the four vessels subject to ELGA's liens): September 15, 2026 (Closing occurs on the third Business Day following satisfaction or waiver of the closing conditions, subject to the Purchaser's right to hold the Closing up to seven days beyond the Outside Date)
• Breakwater Backup Bid Irrevocability Deadline and Luhr Crosby MIPA Outside Date: September 30, 2026
• Illinois Bankruptcy Court Hearing on the Lift Stay Motion (Judge Peterman): October 2, 2026
• All time periods set forth in the Bidding Procedures Order and in each sale order are calculated in accordance with Bankruptcy Rule 9006(a).