Danskammer HoldCo - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Stalking Horse Bid

• Purchase price: $8 million in cash, payable to the sellers at closing, plus assumption of specified liabilities, including the coal ash landfill post-closure obligations.
• Hudson Valley Energy LLC, an affiliate of Keyframe Capital Partners, LP, signed the asset purchase agreement on Oct. 1, 2026 to acquire the Danskammer Generating Station, a 532 MW nameplate natural gas facility in Newburgh, New York, sitting in NYISO Zone G within the G-J Locality capacity pricing zone.
• The stalking horse bid is deemed a Qualified Bid and Hudson Valley a Qualified Bidder for every phase of the auction; if no other qualified bid arrives by the bid deadline, no auction is held and Hudson Valley is deemed the successful bidder.
• Neither Hudson Valley nor any of its affiliates, officers, directors, members, partners, principals, representatives, successors or assigns is an insider or affiliate of the debtors under section 101, and the proposed order would find the bidder acted in good faith within the meaning of section 363(m), subject to compliance with the bidding procedures and entry of a sale order.
• The debtors state Hudson Valley's agreement is the highest or otherwise best offer received to date, and that the bidder is unwilling to commit to the transaction without approval of the bid protections.

Parties

• Sellers: Danskammer Energy, LLC together with Danskammer HoldCo LLC, Danskammer Intermediate Holdings LLC and Danskammer Holdings LLC, which filed Chapter 11 in Delaware on June 10, 2026.
• Purchaser: Hudson Valley Energy LLC, together with its permitted successors, designees and assigns.
• Investment banker: SSG Capital Advisors, LLC, retained June 10, 2026.
• Escrow agent: Epiq Corporate Restructuring, LLC, which holds the deposit under a separate escrow agreement.

Bid Protections

• Break-up fee: 3.00% of the purchase price.
• Expense reimbursement: capped at $350,000, covering reasonable and documented out-of-pocket expenses of the purchaser and its affiliates, including counsel, accountants, investment banks, advisors and consultants, incurred in connection with the purchase, the negotiation and performance of the transaction documents, and diligence.
• The protections are payable if Hudson Valley is not the successful bidder or the backup bidder through the Back-Up Termination Date, defined as the first to occur of:
  • 120 days after entry of a sale order approving an alternative transaction;
  • consummation by the sellers of an alternative transaction; or
  • the purchaser's receipt of written notice from the sellers releasing its backup-bidder obligations.
• An "alternative transaction" is any transaction in which a seller accepts a qualified bid other than the purchaser's as the highest or best offer, or sells, transfers, leases or otherwise disposes of all or any portion of the purchased assets to anyone other than the purchaser, including through an asset sale, stock sale, merger, reorganization, Chapter 11 plan, plan of liquidation or refinancing.
• Both amounts are deemed earned on entry of the bidding procedures order and would constitute allowed administrative expense claims against the debtors on a joint and several basis under section 503(b); the APA additionally gives the break-up fee priority over all other administrative expense claims, a priority the proposed order does not restate. The obligations survive termination of the agreement under the APA, and survive dismissal or conversion of the cases and plan confirmation under the proposed order.
• Under the proposed order, payment falls due within three business days of an applicable termination event under Section 12.2, without further court order. Where the APA terminates on court approval or consummation of an alternative transaction and that transaction closes, the APA requires both the break-up fee and the expense reimbursement to be paid at or within three business days of its closing, out of its proceeds ahead of any other claim, including claims secured by liens on the purchased assets, with no lien attaching to the portion representing the protections; on a termination tied to the sellers seeking voluntary dismissal, both are due within three business days of termination.
• Under the proposed order, before payment of the expense reimbursement the bidder must furnish summary supporting documentation, without disclosing privileged or work-product material, and its professionals need not comply with Bankruptcy Code fee-approval requirements; the debtors then have three business days to object to specific items, failing which the reimbursement is paid in full within three business days, while on a timely objection the undisputed portion is paid within three business days of the review period's expiration and any dispute goes to the court on at least five business days' notice, with the approved amount paid within three business days of the resolving order.
• No bidder other than Hudson Valley is entitled to any break-up fee, expense reimbursement, termination fee or similar payment.

Termination Triggers for the Protections

• Break-up fee plus expense reimbursement: termination on the sellers' voluntary dismissal of the cases, the sellers' execution of a definitive agreement with a third party for all or substantially all the purchased assets approved by the court, or automatic termination on court approval of an alternative transaction where the purchaser is not serving as backup bidder, or on consummation of an alternative transaction.
• Expense reimbursement alone: termination by the sellers for failure to close by the End Date; termination by the purchaser where a mutual closing condition fails and cannot be satisfied by the End Date; failure of a purchaser-side condition; an uncured seller breach; failure to enter the sale order by Nov. 23, 2026; or the sellers' failure to meet any bankruptcy court milestone.
• Amounts payable are in addition to, not in lieu of, return of the good-faith deposit.

Overbid

• Initial overbid: the stalking horse bid value plus $590,000, equal to the bid protections, plus $250,000, both in cash.
• Minimum overbid increment: $250,000, with additional consideration above an auction baseline bid permitted in cash and/or non-cash form.
• A qualifying bid must also obligate the bidder to pay all amounts the stalking horse agreed to pay under the agreement, including all assumed liabilities.
• Hudson Valley may credit the full amount of the break-up fee and expense reimbursement toward any overbid, which counts as the equivalent of cash for bid-evaluation purposes.
• Overbids must otherwise satisfy the qualified-bid conditions, other than the bid deadline, and remain open and binding until the debtors accept a higher overbid.

Good Faith Deposit

• Each bid other than the stalking horse agreement must be accompanied by a cash deposit equal to 10% of the bid, placed in a segregated escrow account identified by the debtors.
• Hudson Valley must deposit $800,000 with the escrow agent contemporaneously with, and no later than one business day after, execution of the APA; that deposit is not property of any seller's estate under section 541.
• If the APA terminates for any reason other than a material breach by the purchaser that proximately causes the failure to close, the escrow agent returns the deposit within three business days. If it terminates on such a purchaser breach, the deposit is released to the sellers as liquidated damages, and that release is the sellers' sole and exclusive remedy for the breach or failure to close.
• Deposits of qualified bidders that are neither the successful bidder nor the backup bidder are returned within two business days after the sale hearing. Under the bidding procedures' deposit-return provision, the backup bidder's deposit is returned three business days after the earlier of closing with the successful bidder or the Outside Backup Date (4 p.m. ET on the date 120 days after the sale hearing); the bidding procedures' backup-bidder provision instead holds it until one business day after the earlier of those events.
• A successful bidder that closes has its deposit credited against the purchase price; a defaulting successful bidder forfeits its deposit, with the debtors reserving all other damages claims.

Credit Bid

• None. The motion's Local Rule 6004-1 disclosure states credit bidding is not applicable.

Assets Being Sold

• The debtors are selling substantially all of their assets free and clear of liens, claims, encumbrances and interests under sections 363 and 365, on an "as is, where is" basis with no representation as to fitness or merchantability beyond those expressly given.
• Purchased assets comprise all tangible personal property including equipment, machinery, tools, supplies, furniture, fixtures, motor vehicles, computer equipment and the scheduled critical spare parts inventory; the real property; the sellers' records; the scheduled assigned contracts; accounts receivable attributable to capacity, energy, ancillary services or other products delivered on or after closing, including a per-diem share of any straddling NYISO settlement period; deposits, financial assurance, collateral, margin and credit support posted with NYISO, interconnection providers, fuel suppliers or others relating to assigned contracts or other purchased assets; licenses, permits, plans, specifications and third-party engineering, soil, seismic, geologic, hydrogeological and architectural reports; intellectual property owned and used primarily in the business; and post-closing claims, credits, causes of action and indemnification or setoff rights exclusively relating to the purchased assets or assumed liabilities.
• Records transfer as purchased assets, except that materials whose transfer is barred by law or that are subject to attorney-client privilege, work-product protection or similar immunity are carved out, with redaction or consent permitted and the debtors obliged to give the purchaser reasonable access to and copies of such materials.
• Excluded assets include all cash and cash equivalents on hand and short-term marketable securities; accounts receivable other than the post-closing receivables described above; the sellers' bank accounts; all avoidance actions; retained security deposits, namely section 366 adequate-assurance deposits, postpetition utility deposits, the cash in the segregated JPMorgan Chase collateral account securing the sellers' NYSDEC reimbursement and landfill credit-support obligations under a Dec. 27, 2017 reimbursement and indemnification agreement with Mercuria Energy America, Inc., and any other deposits unrelated to an assigned contract or purchased asset; corporate seals, stock record books, minute books and organizational documents; non-assigned contracts; insurance policies and pre-closing claims thereunder, though the purchaser may claim and receive proceeds under occurrence-based policies for matters constituting assumed liabilities; pre-closing tax refunds; scheduled intercompany receivables; equity interests in the sellers; a copy of the records; all other assets not specifically included as purchased assets; and all rights arising under the APA.

Assumed and Excluded Liabilities

• Assumed liabilities are limited to liabilities tied to the purchased assets arising from post-closing events and performable solely after closing; ordinary-course trade accounts payable arising on or after the petition date that are outstanding and not past due at closing; liabilities under the assigned contracts other than pre-closing breaches; liabilities under transferred permits arising from post-closing conditions; the costs of providing adequate assurance of future performance on assigned contracts; and liabilities from the purchaser's own ownership and operation of the business after closing.
• Expressly carved out of the assumed trade payables are section 503(b)(9) claims unrelated to an assigned contract, professional fee and other section 503(b)(2), (b)(3) and (b)(4) claims, U.S. Trustee fees under 28 U.S.C. § 1930, rejection-damage claims, intercompany payables, and liabilities arising out of administration of the cases.
• Most significantly for the environmental tail, the purchaser assumes all obligations for post-closure care and the associated regulatory financial assurance of the Solid Waste Management Facility coal ash landfill on the sellers' real property, excluding liabilities arising from the sellers' pre-closing acts or omissions, and must at its sole risk and expense procure substitute guarantees, letters of credit, cash or similar support, with certificates and legal opinions, so that the sellers are released from those obligations effective at closing. At or before closing the purchaser must obtain NYSDEC-approved replacement credit support for the $7.9 million Liberty Mutual surety bond issued on behalf of Danskammer Energy in favor of NYSDEC for that landfill support.
• Excluded liabilities retained by the sellers include all liabilities tied to excluded assets; pre-closing taxes; administrative and priority claims in the cases other than cure costs the purchaser must pay; all transaction and professional fees, including retention bonuses, success fees and change-of-control payments triggered by the sale; pre-closing environmental liabilities other than the coal ash obligations described above; liabilities from pending or threatened legal proceedings; liabilities under non-assigned contracts, including rejection damages; all liabilities relating to facility employees, including payroll and employment taxes and any benefit plan, as of or before closing; obligations to equity holders; liabilities of formerly owned or operated businesses; all liabilities from the sellers' dispute with NYISO over the capacity shortfall penalty its Penalty Review Committee assessed on Jan. 13, 2026, including related bankruptcy court and FERC proceedings and amounts NYISO holds or withholds on that account; all liabilities from pre-closing ownership or operation of the business; pre-closing breaches under assigned contracts; and any other existing indebtedness or encumbrances. Pending closing, the sellers may not settle the NYISO dispute or accept a NYISO setoff or recoupment that would burden the purchaser, the purchased assets or post-closing revenues without the purchaser's consent.

Employees

• Apart from individuals listed on a schedule, the sellers employ no one directly; the station's facility employees are employed by Consolidated Asset Management Services (New York) L.L.C. (CAMS-NY), which operates the station under an Aug. 1, 2014 operation and maintenance agreement, alongside a June 17, 2014 asset management agreement with its Texas affiliate, and the sellers sponsor no benefit plans of their own.
• All liabilities relating to facility employees as of or before closing stay with the sellers, and the purchaser's closing conditions require the CAMS agreements, or an acceptable successor arrangement, to remain in force so the station's personnel remain available after closing.
• Pending closing, the sellers may not terminate any facility employee other than for cause or cause CAMS-NY to raise compensation for employees earning more than $125,000 or individual contractors earning more than $75,000, other than ordinary-course increases and severance under the court-approved non-insider severance program, capped at $750,000.

Bid Requirements

A bid may be for all or a portion of the assets and must clearly state its purchase price.

• To qualify, a bid must be in writing and received by the bid deadline by counsel to the debtors at Landis Rath & Cobb and by SSG, and must:
  • be on terms substantially the same as or better than the APA, identify the assets to be purchased, include executed transaction documents and attach a markup of the APA showing all requested changes;
  • carry no additional material representations, warranties, covenants, closing conditions or termination rights beyond those in the APA, with provisions unique to the stalking horse such as the break-up fee and expense reimbursement removed;
  • contain no financing, internal-approval or diligence contingency, though it may be conditioned on the accuracy in all material respects of specified representations and warranties at closing;
  • include evidence of unconditional debt and/or equity funding commitments or unrestricted available cash sufficient to finance the purchase, plus proof the deposit has been made;
  • include written evidence of corporate authorization to consummate the transaction;
  • be irrevocable through the auction, and remain irrevocable if accepted as the successful or backup bid, with the APA controlling as to the stalking horse bidder's rights in the event of any inconsistency with the bidding procedures;
  • include adequate assurance information covering the bidder's financial condition, such as two years of federal tax returns, a current financial statement or bank statements, evidence of financial capacity and board authorization, and the bidder's exact identity, including any equity holder or financial backer behind a newly formed acquisition entity, which the debtors may disseminate to affected contract counterparties; and
  • be accompanied by an affirmative statement that the bidder will comply with the procedures, is entitled to no break-up fee, termination fee or expense reimbursement, and waives any substantial contribution claim under section 503(b) relating to bidding for the assets.
• Reflecting the regulated nature of the asset, each bid must describe every governmental, licensing or regulatory approval needed to close, including any required from FERC, the NYPSC, NYISO or NYSDEC, with evidence of the ability to obtain them as soon as reasonably practicable, a description of any contingencies attaching to those approvals, and a good-faith estimate of the timeline. The presence of such approvals, and their anticipated timing or likelihood, may itself be grounds for the debtors to find a bid unqualified or not higher or better than another.
• The debtors determine qualification in their sole discretion and must notify bidders of their status within 24 hours of receipt.
• Data room access requires an executed confidentiality agreement satisfactory to the debtors and evidence of financial capability to close; parties clearing that bar become preliminary interested investors. Diligence stops at the bid deadline.

Auction

• If one or more qualified bids beyond the stalking horse agreement arrive by the deadline, the debtors will conduct the auction on Nov. 18, 2026 at 10 a.m. ET, in person or by remote audio and video link, at the offices of Landis Rath & Cobb in Wilmington.
• The debtors and their professionals preside. Before the auction they circulate all qualified bids to all qualified bidders, including the stalking horse, and announce the auction baseline bid at the start; only qualified bidders may bid, and each participating bidder must confirm it has not engaged in collusion.
• Bidding continues until the debtors determine in their reasonable business judgment that they hold the highest or otherwise best qualified bid or bids for all of the assets. The auction cannot close until every qualified bidder has had a reasonable opportunity to overbid the then-existing overbids and the successful bidder has delivered fully executed transaction documents.
• The debtors may announce additional or modified auction rules that are consistent with the Bankruptcy Code and the bidding procedures order, disclosed to all qualified bidders, and applied equally within a round of bidding.
• The stalking horse and all qualified bidders are deemed to consent to the core jurisdiction of the bankruptcy court and to waive any jury trial right in disputes relating to the procedures, the agreement, the auction or related documents.
• The auction will be transcribed by an authorized court reporter, and the debtors will maintain a record of all bids, including the baseline bid, all overbids and the successful bid. Within 24 hours of the close they must file a notice identifying the successful bidder and any backup bidders; the key-dates exhibit sets that deadline at one business day after the conclusion of the auction.

Backup Bidder

• The next highest or otherwise best qualified bid at the auction, as determined by the debtors, is designated the backup bid and must remain open and irrevocable until the earlier of 4 p.m. ET on the date 120 days after the sale hearing, the Outside Backup Date, or the closing of the transaction with the successful bidder.
• If the successful bidder fails to consummate because of a breach or failure to perform, the debtors may designate the backup bidder as the new successful bidder and are authorized, but not required, to close with it.
• A backup sale hearing would be held on no less than five days' notice, with supplemental objections due at least one day beforehand. Only parties that timely objected to the sale may supplement, and only on issues going to the backup bidder's identity, such as adequate assurance and contract assignment.
• If the backup bidder fails to close, the sellers may retain its good-faith deposit as liquidated damages, which is their sole and exclusive remedy for that failure. If Hudson Valley serves as backup bidder and the winning agreement is terminated before closing, it must consummate on the APA's terms as modified at the auction, subject to satisfaction or waiver of the closing conditions; after the Outside Backup Date, which Hudson Valley may extend in its sole discretion, it has no further backup obligation, and nothing in the provision limits its termination rights.

Assumption and Assignment

• Assigned contracts are assumed and assigned at closing under section 365, and the purchaser bears sole responsibility for all cure costs, payable on the closing date or such other date the contract is assumed and assigned.
• The sellers must give the purchaser the contract and cure schedule at least three business days before filing it, then file and serve it on each listed counterparty at least 14 days before the cure objection deadline. The schedule lists every seller contract and the sellers' good-faith cure estimate, with "$0.00" designated where none is estimated; counterparties have 14 days from filing and service to object or be irrevocably bound to the stated amount.
• If a contract is discovered to have been omitted, the sellers must promptly notify the purchaser and, no less than three business days later, file a supplemental notice, which may be filed at any time including after closing; counterparties get at least 14 days to object, and the purchaser has 10 business days to elect to assume, failing which the contract is deemed non-assigned.
• The purchaser holds broad designation rights. It may add contracts to the assigned set through three business days before the auction, within 10 business days of learning of an undisclosed contract added by supplement, or 30 days after closing, and may remove contracts through the same Contract Designation Deadline; no such change adjusts the purchase price. It may also move a contract to non-assigned status if a counterparty's cure objection cannot be resolved to its satisfaction or an order fixes cure at an unsatisfactory amount, and, where the court sets cure above the scheduled figure, may exclude the contract by written notice within five business days of that determination. Any contract redesignated as non-assigned carries its liabilities into the excluded column.
• Cure disputes determined after closing remain the purchaser's obligation for up to 180 days following the closing date.
• Contract objections, including objections to adequate assurance of the stalking horse bidder's future performance, are due Nov. 9, 2026 at 4 p.m. ET. The key-dates exhibit states the cure and assumption objection deadline as 4 p.m. ET on the date 14 days after service of the cure notice, and sets an amended contract objection deadline at the earlier of 4 p.m. on the date 14 days after notice adding a contract or the sale hearing.
• If a successful bidder other than the stalking horse prevails at the auction, the deadline to object to assumption and assignment solely on adequate-assurance grounds is the sale hearing.
• A counterparty that fails to object is forever barred from challenging the scheduled cure cost or asserting any other cure amount against the debtors, the stalking horse or any successful bidder, and is deemed to consent to the assumption and assignment.
• The debtors ask that the sale order approve the assignments without further party action, set cure at $0.00 where no default can be established, and find that the successful bidder has established adequate assurance of future performance.

Closing Conditions

• Closing occurs remotely no later than three business days after satisfaction of the conditions, must fall on a Monday or another day the purchaser designates at least one business day in advance, and must occur on or before the End Date.
• Mutual conditions: entry of a sale order approving the transaction under sections 105(a), 363 and 365 that is a final order in full force and effect, not stayed, vacated or reversed, with the purchaser able to waive finality in its sole discretion; no material adverse effect on the purchased assets; no injunction, stay or similar order barring the closing; and receipt of all governmental consents and approvals necessary to consummate, including those on the scheduled list.
• Regulatory approvals drive the timetable. FERC must issue a final and non-appealable order authorizing the transaction under FPA Section 203 without limitation or condition, apart from conditions customarily imposed for similar assets, or disclaim jurisdiction; an order is deemed non-appealable if no party has protested, commented or sought to condition the authorization. The NYPSC must issue an order approving the transaction under N.Y. Public Service Law § 70, confirming that the purchaser and the generating station fall under the commission's lightened regulatory scheme for competitive wholesale generators and, if the commission determines the Climate Leadership and Community Protection Act applies, authorizing the transaction as compliant; if § 69 approval is required for the purchaser's replacement coal ash financial assurance, the same order must authorize it, including any related pledge of security interests in the station. The parties must jointly file the FERC application, and if required the NYPSC application, within 30 business days of entry of the sale order, subject to extension by mutual agreement, with the purchaser paying or reimbursing all filing fees.
• Purchaser-side conditions reach the operating platform as well as the paper: the sellers' material performance and the accuracy of their representations; delivery of the closing items; no pending or threatened proceeding reasonably expected to prevent or materially delay closing or materially limit the purchaser's post-closing ownership or operation; each key contract (the CAMS operation and maintenance and asset management agreements, the Castleton Commodities energy management agreement and its guaranty, the Units 1–4 interconnection agreements with Central Hudson Gas & Electric, and the Sept. 22, 2026 Central Hudson interruptible gas transportation addendum) an assigned contract, in full force and effect, with no uncured termination, breach or repudiation notice; continuation of the CAMS agreements, or a successor arrangement acceptable to the purchaser, so the personnel and services supporting the station remain available immediately after closing; all material permits, including the Title V air permit and NYSDEC permits tied to the coal ash facility, in force, unrevoked and transferable or re-issuable without material condition; good and marketable fee title to the real property insurable by a nationally recognized title company subject only to permitted liens; delivery of executed assignments and third-party consents for the scheduled easement agreements, including any consents required from CSX Transportation; real property free and clear of all but permitted liens after giving effect to the sale order; and no deactivation, retirement or removal of the station as a NYISO capacity resource, and no governmental order requiring permanent cessation of operations or materially limiting the station's ability to offer capacity, energy or ancillary services into the NYISO markets.
• Seller-side conditions: the purchaser's material performance and the accuracy of its representations in all material respects; delivery of documents evidencing the purchaser's existence and authority; delivery of the purchaser's closing items; and that any NYPSC order not impose a condition or requirement that materially burdens any seller.

Reliability-Service Wind-Down

• If the station's interim service provider or reliability must-run agreement terminates before closing without a successor arrangement, and the purchaser has not by then committed to provide economic support to the sellers, the sellers' covenants to keep operating the station, including the bars on amending the key contracts, filing a NYISO deactivation notice and terminating employees, cease to apply, as do the purchaser's closing conditions on representation accuracy, the key contracts, CAMS continuity and NYISO capacity status.
• The sellers must notify the purchaser within two business days of learning that this end date will precede closing, and the parties must negotiate in good faith a transition services arrangement under which the purchaser funds operations and the sellers' key- and material-contract obligations through closing; absent agreement, the sellers may reject or terminate any key or material contract. The APA's material adverse effect definition excludes a wind-down or shutdown of the station after that end date.

Termination and Milestones

• Outside date: 210 days after entry of the sale order, which the parties may extend in writing by up to 60 days no later than five business days before the then-applicable End Date.
• The APA binds the sellers to a milestone calendar: bidding procedures motion filed by Oct. 1, 2026; hearing on that motion by Oct. 21, 2026; bidding procedures order entered by Oct. 23, 2026; competing bids by Nov. 16, 2026; auction by Nov. 18, 2026; sale hearing by Nov. 20, 2026; and sale order entered by Nov. 23, 2026, each subject to court availability where noted and each order in form and substance acceptable to the purchaser in its reasonable discretion. The motion's Local Rule 6004-1 disclosure instead describes the bidding procedures order deadline as Oct. 26, 2026, against the Oct. 23, 2026 date carried in the APA's milestone and termination provisions.
• The purchaser may terminate on a material adverse effect; on an uncured seller breach, with a 10-business-day cure period; if a purchaser-side condition fails and cannot be satisfied by the End Date; on failure to enter the bidding procedures order or sale order by their deadlines; on dismissal of any case or conversion to Chapter 7; on entry of an order reversing, vacating, staying or materially amending the bidding procedures order without its consent; on the sellers' failure to meet any milestone; and if the disclosure schedules, which were not final at signing and must be delivered in draft within seven business days of the APA, are not delivered and approved by the purchaser by 5 p.m. ET on the fifth business day before the bidding procedures hearing.
• The sellers may terminate if the purchaser cannot obtain the replacement financial assurance required at closing; if a seller-side condition fails and cannot be satisfied by the End Date; or on execution of, and court approval of, a definitive agreement with a third party for all or substantially all the purchased assets. The agreement terminates automatically on court approval of an alternative transaction where the purchaser is not the backup bidder, or on consummation of an alternative transaction.
• Either party may terminate on failure to close by the End Date, by mutual written agreement, or where a mutual condition cannot be satisfied by the End Date.
• The purchaser may not terminate for its own inability to provide adequate assurance on contracts listed as assigned contracts at signing, though it may as to contracts added later where adequate assurance cannot be given on commercially reasonable terms, and no party may terminate where the trigger was caused by its own breach, gross negligence, willful misconduct or bad faith.
• Effective at closing, the purchaser waives any rights and claims against the sellers relating to pre-closing breaches of representations, warranties, covenants or agreements, or to the purchased assets, assumed liabilities or business, other than claims for fraud or intentional misrepresentation; on termination, Section 12 remedies are the parties' exclusive remedies, without impairing the purchaser's right to the bid protections.

Releases

• Effective at closing, each seller, on its own behalf and on behalf of the estates and its directors, managers, officers, employees, advisors, counsel, agents and representatives, anyone claiming through them, and all successors and assigns, releases the purchaser, its affiliates, their equityholders, members, directors, managers, officers, employees, advisors, counsel, agents and representatives, and all successors and assigns of the foregoing, from all claims, causes of action, losses, liabilities, penalties, fines, liens, judgments, costs and expenses, known or unknown, arising before closing and concerning the sale process established under the bidding procedures order or the APA.
• The release does not reach rights or obligations expressly set out in the APA or related agreements, obligations under any confidentiality agreement or similar contract, or any claim that cannot be waived by law. It was made with advice of counsel and survives discovery of additional claims or facts.

Free and Clear; Successor Liability

• The assets would transfer free and clear of all liens, claims, encumbrances, defenses and interests to the maximum extent permitted by section 363, with permitted liens and the assumed liabilities carved out.
• The debtors assert there are no liens on the assets being sold and that, to the extent any exist, section 363(f) is satisfied because any such liens are the subject of a bona fide dispute and their holders could be compelled to accept a money satisfaction.
• The APA requires the sale order to find that the purchaser is a good-faith purchaser under section 363(m), that the sale involved no improper conduct or collusion and cannot be avoided under section 363(n), and that the purchaser is not a successor to any seller for any purpose, with no successor, transferee or vicarious liability attaching to the purchaser or the assets; the sellers must oppose any appeal or other challenge to the sale or bidding procedures orders.
• The sale order must permit the transaction to close immediately on entry.

Marketing Process

• SSG contacted approximately 225 parties about a transaction; 35 executed nondisclosure agreements and entered a virtual data room containing information on operations, third-party contractual relationships and historical revenue and expenses. From that process the debtors selected Hudson Valley as stalking horse, and SSG continues to market the assets, with the debtors expecting one or more competing bids before the Nov. 16, 2026 deadline.
• The sellers may continue to market and pursue a competing bid or other alternative transaction, including separate bids for portions of the business that together constitute a higher or better offer, consistent with their fiduciary duties.
• The debtors state that, absent realistic stand-alone restructuring options, a section 363 sale to the highest or otherwise best bidder is the most effective way to maximize estate value.

Proceeds Allocation and Tax Treatment

• Within 90 calendar days after closing the purchaser prepares a good-faith allocation of the purchase price and capitalized costs among the purchased assets under Section 1060 of the Internal Revenue Code; the sellers have 45 days to comment, the purchaser considers those comments in good faith and issues a final allocation schedule, and the sellers retain the right to dispute both the proposed and final allocations, with unresolved disputes decided by the bankruptcy court.
• Transfer taxes: the APA splits transfer taxes on the real property one-half each, to the extent not exempted under the Bankruptcy Code pursuant to the sale order, with the purchaser paying 100% of transfer taxes on all other purchased assets. The motion's Local Rule 6004-1 disclosure describes the same provision as a one-half split on the transfer of any purchased assets.
• Property taxes for a straddle period are apportioned on a per-day basis, with the purchaser liable after closing for all property taxes attributable to the purchased assets other than the seller-allocated portion.

Other Local Rule 6004-1 Disclosures

• No sale to an insider, no agreements with management, and no interim arrangements with the proposed buyer.

Key Dates

• Bidding Procedures Hearing (requested): Oct. 21, 2026, at 9:30 a.m. ET
• Bidding Procedures Objection Deadline (requested): Oct. 15, 2026, at 4 p.m. ET
• Bidding Procedures Order Entry (APA milestone): on or before Oct. 23, 2026
• Final Disclosure Schedules (APA): 5 p.m. ET on the fifth business day before the bidding procedures hearing
• Sale Notice and Notice of Entry of Bidding Procedures Order: within two business days after entry of the bidding procedures order
• Cure Notice Service: within five business days after entry of the bidding procedures order
• Sale Objection Deadline: Nov. 9, 2026, at 4 p.m. ET
• Contract Objection Deadline: Nov. 9, 2026, at 4 p.m. ET; the key-dates exhibit states 4 p.m. ET on the date 14 days after service of the cure notice
• Amended Contract Objection Deadline: the earlier of 4 p.m. on the date 14 days after service of notice adding a contract or lease, or the sale hearing
• Bid Deadline: Nov. 16, 2026, at 12 p.m. ET; the proposed sale notice form states 4 p.m. ET
• Auction (if necessary): Nov. 18, 2026, at 10 a.m. ET
• Notice of Successful Bidder and Bid Amount: within one business day after the conclusion of the auction
• Sale Hearing: Nov. 20, 2026, at 1 p.m. ET
• Sale Order Entry (APA milestone): on or before Nov. 23, 2026
• Outside Date: 210 days after entry of the sale order, extendable by up to 60 days by written agreement