Saks Global Enterprises LLC, et al. - Chapter 11 APA Summary

Store Closing Sales / Consulting Agreement Summary

Parties Involved

• Saks Global Enterprises LLC, as Merchant
• GA Retail Solutions, LLC, as Consultant
• The Consultant is not an "insider" of the Global Debtors as defined in section 101(31) of the Bankruptcy Code. No common identity of directors or controlling shareholders exists between the Consultant and the Global Debtors.

Assets Being Sold

• Merchandise and FF&E located at nine Closing Stores identified in the Consulting Agreement, including locations in New Orleans, Birmingham, Tulsa, Phoenix, Bala Cynwyd, Richmond, Columbus, East Rutherford, and Boston.
• Merchandise means all first quality goods, saleable in the ordinary course, located in the Stores on the Sale Commencement Date or delivered thereafter pursuant to the terms of the Consulting Agreement.
  • Merchandise excludes: (i) goods belonging to sublessees, licensees or concessionaires; (ii) FF&E and improvements to real property; (iii) damaged or defective goods; (iv) goods held on memo, consignment or as bailee (except for consignment goods from B.H. Multi Com Corp., B.H. Multi Color Corp. and their affiliates if Supervisors are provided); and (v) gift cards (third party and Merchant branded).
• FF&E means the furniture, furnishings, trade fixtures, machinery, equipment, office supplies, supplies, conveyor systems, racking, rolling stock and other tangible personal property, including raw materials, owned by Merchant and located in the Stores.
• Store Closure Assets shall not include any consignment, concession, licensed, bailment, memo or other non-Debtor owned goods (Excluded Sale Assets), unless (i) the applicable owner has provided express advance written consent, or (ii) such owner is paid in full in cash or pursuant to an agreed-upon escrow or other payment mechanics prior to or contemporaneously with any sale.

Consultant Fees and Expenses

• Base Fee: 2.0% of the Gross Proceeds of Merchandise.
• FF&E Fee: 15.0% of all Gross Proceeds of FF&E sales.
• Gross Proceeds means the sum of all gross proceeds (including redemption of gift cards and wholesale sales) during the Sale Term, after application of all discounts and net only of sales taxes.
• Merchant shall be responsible for all reasonable costs and expenses incurred by Consultant in connection with the sale of FF&E in accordance with the FF&E Expense Budget of $215,000.
• Merchant shall be responsible for all costs and expenses of the Sale, including Store-level operating expenses and outside legal expenses.
• An Expense Budget has been established for expenses in connection with the Sale, including supervision costs, advertising costs, and Consultant's corporate travel and legal expenses, not to exceed $50,000 in the aggregate absent Merchant's prior written consent.
  • The Preapproval Threshold shall need to be increased if Merchant requests that Consultant provides Supervisors.
  • Costs incurred to respond to litigation or other legal process shall not be subject to the Preapproval Threshold.
• Consultant shall submit invoices to Merchant on a weekly basis setting forth (i) the Base Fee and/or FF&E Fee earned during the preceding week, and (ii) any expenses incurred by Consultant during the preceding week.
• No later than two business days after submission, the Base Fee, FF&E Fee, and any expenses shall be paid in full by Merchant via wire transfer to Consultant.
• Consultant's fees and expenses shall be paid from the gross proceeds of the Store Closing Sales.
• A final reconciliation and settlement of all amounts payable to Consultant (including Expense Budget items and fees) shall be completed no later than 45 days following the Sale Termination Date for the last Store.

Consultant Services

• Consultant shall, in collaboration with and upon request of the Merchant:
  • Provide qualified Supervisors engaged by Consultant to oversee the Sale and management of the Stores in an effort to maximize revenue and sell all of the Merchandise prior to the end of the Sale (only if expressly requested by Merchant).
  • Determine appropriate point-of-sale and external advertising, subject to the reasonable advance approval of Merchant.
  • Determine appropriate discounts of Merchandise, staffing levels, and appropriate bonus and incentive programs for the Stores' employees, each subject to the reasonable advance approval of Merchant.
  • Oversee display of Merchandise for the Stores.
  • Evaluate sales of Merchandise by category, provide sales reporting (but only if, and to the extent that, Merchant provides Consultant access to the point-of-sale data in the ordinary course), and monitor expenses.
  • Assist Merchant in obtaining any required permits and governmental consents required to conduct the Sale.
  • Price, market and sell the FF&E on behalf of Merchant, provided that the Consultant shall not sell or dispose of any FF&E bearing Merchant's trade names, logos, or other intellectual property without Merchant's consent.
  • Provide such other related services deemed necessary or appropriate by Merchant and Consultant, including arranging wholesale sales of the Merchandise and sharing relevant information regarding the Merchandise with potential buyers.
• Consultant does not warrant or guarantee any particular results or outcomes in connection with the Sales.

Store Closing Sales Authorization

• The Global Debtors and the Consultant are authorized to conduct the Store Closing Sales in accordance with the Final Order, the Store Closing Procedures, and the Consulting Agreement.
• The Store Closing Sales may be advertised as "store closing," "sale on everything," "everything must go," or similar-themed sales through the posting of signs (including exterior banners at non-enclosed mall closing locations, and at enclosed mall closing locations to the extent the applicable entrance does not require entry into the enclosed mall common area), and use of sign-walkers, A-frames, and street signage.
• The Committee shall be provided with reasonable prior notice of any messaging, branding, or advertising identifying specific brands by name.
• Neither the Global Debtors nor the Consultant shall be required to obtain the approval of any third party, including any Governmental Unit or landlord, to conduct the Store Closing Sales.
• All newspapers, advertising media, and landlords are directed to accept the Final Order as binding authority to authorize the Global Debtors and the Consultant to conduct the Store Closing Sales and the sale of Merchandise and FF&E.
• The Global Debtors are authorized to discontinue operations at the Closing Stores at the conclusion of the applicable Store Closing Sales.

Sale Free and Clear

• The Consultant, on behalf of the Global Debtors, is authorized to sell the Store Closure Assets, and all Sales of Store Closure Assets shall be free and clear of any and all liens, claims, encumbrances, and other interests.
  • Any such liens, claims, encumbrances, and other interests shall attach to the proceeds of the Sale of the Store Closure Assets with the same validity, amount, priority, and extent that any such liens, claims, and encumbrances had with respect to the Store Closure Assets, subject to any claims and defenses that the Global Debtors may possess and the Consultant's fees and expenses.
• Except with respect to the sale of any Excluded Sale Assets, all sales of Store Closure Assets shall be "as is" and final.
• All state and federal laws relating to implied warranties for latent defects shall be complied with and are not superseded by the sale of said goods or the use of the terms "as is" or "final sales."
• The Consultant shall accept return of any goods that contain a latent defect which the lay consumer could not reasonably determine was defective by visual inspection prior to purchase for a full refund, provided that the consumer must return the merchandise within the time period prescribed by the Debtors' return policy that was in effect when the merchandise was purchased, the consumer must provide a receipt, and the asserted defect must in fact be a "latent" defect. Such returned goods shall not be resold by the Debtors.

Key Dates

• Sale Commencement Date: On or about February 20, 2026
• Sale Termination Date: On or about April 30, 2026 (but in any event, no later than May 31, 2026 by agreement of the Parties)
• The Parties may mutually agree in writing to extend or terminate the Sale at any Store(s) prior to the Sale Termination Date.
• If the Sale in one or more Stores is delayed or interrupted due to Health Regulations, the Sale Termination Date may be extended by the time period for which the Sale was delayed or interrupted by agreement of the Parties.

Store Closing Procedures

• The Store Closing Sales will be conducted during normal business hours or such hours as otherwise permitted by the applicable unexpired lease.
• The Store Closing Sales will be conducted in accordance with applicable state and local "Blue Laws," and no Store Closing Sales will be conducted on Sunday unless the Global Debtors have been operating such stores on Sundays.
• On "shopping center" property, neither the Global Debtors nor the Consultant shall distribute handbills, leaflets, or other written materials to customers outside of any Closing Stores' premises, unless permitted by the applicable lease or if distribution is customary in the "shopping center."
• On "shopping center" property, neither the Global Debtors nor the Consultant shall use any flashing lights or amplified sound to advertise the Store Closing Sales or solicit customers, except as permitted under the applicable lease or agreed in writing by the landlord.
• The Global Debtors and the Consultant shall be permitted to utilize sign walkers, displays, hanging signs, and interior banners in connection with the Store Closing Sales, provided that such sign walkers, displays, hanging signs, and interior banners shall be professionally produced and hung in a professional manner and such sign walkers shall be used in a safe and professional manner.
• Neither the Global Debtors nor the Consultant shall make any alterations to the storefront, roof, or exterior walls of any Closing Stores or shopping centers, or to interior or exterior store lighting, except as authorized by the applicable lease. The hanging of in-store signage shall not constitute an alteration to a Closing Store.
• Affected landlords will have the ability to negotiate with the Global Debtors, or at the Global Debtors' direction, with the Consultant, any particular modifications to the Store Closing Procedures.
• The Global Debtors and the landlord of any Closing Store are authorized to enter into Side Letters modifying the Store Closing Procedures without further order of the Court, and such Side Letters shall be binding as among the Global Debtors, the Consultant, and any such landlords.
• In the event of any conflict between the Store Closing Procedures, the Final Order, and any Side Letter, the terms of such Side Letter shall control.
• Conspicuous signs will be posted in each of the affected stores to the effect that all sales are "final."
• The Global Debtors will keep store premises and surrounding areas clear and orderly, consistent with past practices.

Customer Programs

• Returns: The Closing Stores will accept returns of merchandise sold in the ordinary course of business prior to the initiation of the Store Closing Sales, so long as the return is otherwise in compliance with the Debtors' return policies in effect as of the date such item was purchased and the customer is not repurchasing the same item to take advantage of the sale price. Items sold during the Store Closing Sales will be sold on an "as final" basis and returns will not be accepted for such items at either the Closing Stores or Go-Forward Stores.
• Gift Cards: For the first 15 days following the initiation of the Store Closing Sales, the Closing Stores will accept validly issued gift cards. After the expiration of the first 15 days, the Closing Stores will no longer accept gift cards. Go-Forward Stores, inclusive of saksfifthavenue.com and neimanmarcus.com, will continue to accept gift cards in the ordinary course of business. Gift cards are not redeemable for cash at any time.
• Promotional Gift Cards: The Global Debtors will continue to accept promotional gift cards at the Go-Forward Stores, however, such promotional gift cards may not be used to purchase goods from the Store Closing Sales. Upon issuance of any promotional gift card from the date hereof through the end of the Store Closing Sales, a printed disclosure will be issued to customers stating that such promotional gift cards may not be used in connection with the Store Closing Sales.
• Credit Cards: Upon commencement of the Store Closing Sales, the Closing Stores will no longer accept applications for Saks and Neiman Marcus branded credit cards. Go-Forward Stores will continue to accept credit card applications in the ordinary course of business (Saks Fifth Avenue branded cards at Saks Fifth Avenue Go-Forward Stores and saksfifthavenue.com; Neiman Marcus branded cards at Neiman Marcus Go-Forward Stores and neimanmarcus.com). The Global Debtors shall cease accepting in-store payments on Saks and Neiman Marcus branded credit card balances at the Closing Stores. The Closing Stores, Go-Forward Stores, and full-chain ecommerce platforms will continue to accept customer payments using credit cards for purchases of Merchandise issued under the Debtors' existing credit card programs.
• Customer Rewards Programs: Upon commencement of the Store Closing Sales, purchases made at the Closing Stores will continue to be eligible to earn rewards under the Rewards Programs. For the first 15 days following the initiation of the Store Closing Sales, the Closing Stores will continue to accept redemptions of rewards points, after which the Closing Stores will no longer accept redemptions of points earned under the Rewards Programs. Go-Forward Stores will continue to earn and accept redemptions under the Rewards Programs.
• Employee Discount: During the Store Closing Sales, both the Closing Stores and the Go-Forward Stores will continue to honor employee discounts in the ordinary course of business, consistent with existing policies in place prior to the initiation of the Store Closing Sales.
• The Debtors and the Consultant shall post conspicuous signs on the website and in the Closing Stores, including at their cash registers, explaining the above "consumer provisions" to customers, including the return policies and gift card policy.
• During the Sale Term, Merchant will allow customers to elect to take advantage of either (i) the discounts afforded to customers in connection with Merchant's loyalty/membership program benefits and/or Merchant's coupons that are valid at the time of sale or (ii) the then-prevailing discounts being offered. Merchant will not allow customers to apply both forms of discounts at the time of purchase on a cumulative basis.

Severance and Employees

• The Global Debtors are authorized to implement and make payments under the Store Closing Severance Program.
• No Severance Payments shall be paid to any executives, directors, or "insiders," as that term is defined in the Bankruptcy Code, absent further Court order.
• The Committee's right to challenge the Global Debtors' designation of any employee as a non-insider is expressly preserved. To the extent the Committee later determines that an insider has received, or is contemplated to receive, any payment under the Store Closing Severance Program, the Committee's right to object or otherwise move to disallow, prohibit, or clawback such payment is expressly preserved.
• During the Sale Term, Merchant shall be the employer of the Store's employees, other than the Supervisors, and shall pay all taxes, costs, expenses, accounts payable and other liabilities relating to the Stores and the Stores' employees.
• Merchant shall provide throughout the Sale Term central administrative services necessary for the Sale, including internal payroll processing, MIS services, cash and inventory reconciliation, data processing and reporting, email preparation and distribution, information technology updates, functionality, maintenance and accounting, all at no cost to Consultant.
• Consultant shall have no liability to any claim by or on behalf of Merchant's employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant's employment, hiring or retention of its employees, and such employees shall not be considered employees of Consultant.
• The Supervisors shall not be considered employees of Merchant.
• To the extent the Global Debtors are subject to any state "fast pay" laws in connection with the Store Closing Sales, the Global Debtors shall be presumed to be in compliance with such laws to the extent, in applicable states, such payroll payments are made by the later of: (a) the Global Debtors' next regularly scheduled payroll; and (b) seven calendar days following the termination date of the relevant employee.

Indemnification

• Notwithstanding anything to the contrary in the Consulting Agreement, the Global Debtors and their estates shall not indemnify the Consultant for any damages arising out of the Consultant's fraud, willful misconduct, gross negligence, bad faith, self-dealing, breach of fiduciary duty (to the extent any fiduciary duty exists), violation of the Final Order, or material breach of the Consulting Agreement by the Consultant.
• If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these Chapter 11 Cases (that order having become a final order no longer subject to appeal), or (ii) the entry of an order closing these Chapter 11 Cases, the Consultant believes that it is entitled to the payment of any amounts by the Global Debtors on account of the Debtors' indemnification, contribution, and/or reimbursement obligations under the Consulting Agreement (as modified by the Final Order), including the advancement of defense costs, the Consultant must file an application therefor in this Court, and the Global Debtors may not pay any such amounts to the Consultant before the entry of an order by this Court approving the payment.
• All parties in interest (including the Committee) shall retain the right to object to any demand by the Consultant for indemnification, contribution, or reimbursement.
• Merchant hereby indemnifies, defends and holds Consultant and its affiliates and their respective members, managers, partners, officers, directors, employees, attorneys, advisors, principals, consultants and Supervisors harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to:
  • The acts or omissions of Merchant or Merchant Indemnified Parties.
  • Any liability or other claims, including product liability claims, asserted by customers, any Store employees or any other person (excluding the Consultant Indemnified Parties) against Consultant or any Consultant Indemnified Party, except claims arising from Consultant's own gross negligence or willful misconduct.
  • Any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortious or otherwise actionable treatment of any Consultant Indemnified Parties or Merchant's customers by Merchant or any Merchant Indemnified Parties.
  • Merchant's failure to pay over to the appropriate taxing authority any taxes required to be paid by Merchant during the Sale Term in accordance with applicable law.
  • Any claims of Merchant's employees for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Merchant's employment, hiring or retention of its employees.
  • Any liability or other claims arising out of liens, claims, interests and encumbrances asserted against the Merchandise or FF&E by any third parties.
  • Any claims by any Consultant Indemnified Parties relating to exposure to hazardous materials in connection with the services rendered under this Agreement.
• Merchant hereby agrees to promptly reimburse the Consultant Indemnified Parties for any legal fees or other expenses reasonably incurred by the Consultant Indemnified Parties in connection with such claims as they are incurred.
• Consultant hereby indemnifies, defends and holds Merchant and its affiliates and their respective members, managers, partners, officers, directors, employees, attorneys, advisors, principals and consultants harmless from and against all Losses arising from or related to:
  • The willful misconduct or grossly negligent acts or omissions of Consultant.
  • Any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortious or otherwise actionable treatment of the Merchant Indemnified Parties or Merchant's customers by Consultant or any of the Consultant Indemnified Parties.
  • Any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of Consultant's or any of the Consultant Indemnified Parties' acts or omissions.
• The Consultant shall not be liable for sales taxes except as otherwise expressly provided in the Consulting Agreement.
• The payment of any and all sales taxes (except as expressly provided in the Consulting Agreement) is the responsibility of the Global Debtors.
• The Consultant shall not be liable for any claims against the Global Debtors, and the Global Debtors shall not be liable for any claims against the Consultant, in each case, other than as expressly provided for in the Consulting Agreement, as modified by the Final Order.

Inventory and Merchandise

• The Global Debtors are authorized to transfer inventory to the Closing Stores only from Saks Fifth Avenue and Neiman Marcus inventory held at distribution centers or other Closing Stores.
• The Global Debtors are authorized to enter into postpetition agreements for the receipt of augment merchandise on consignment (Augment Merchandise) to support the Store Closing Sales.
• Any Augment Agreement is hereby approved without further order of this Court. The Global Debtors shall provide copies of any Augment Agreements to counsel for the Committee and the Ad Hoc Group of Secured Noteholders and DIP Lenders, on a professional eyes' only basis promptly following execution.
• Upon written notice by an Augment Provider to the Global Debtors of an event of default under an Augment Agreement, the Global Debtors shall immediately cease further sales of Augment Merchandise unless otherwise agreed to in writing by the applicable Augment Provider.
• All sales of Merchandise and FF&E shall be made on behalf of, and solely in the name of, Merchant.
• Consultant does not have, nor shall it have, any right, title or interest in Merchandise or FF&E.
• All sales of Merchandise or FF&E shall be by cash, gift card, gift certificate, merchandise credit, debit card or credit card and, at Merchant's discretion, by check or otherwise in accordance with Merchant's policies, and shall be "final" with no returns accepted or allowed, unless otherwise directed by Merchant.

Privacy and Confidential Information

• Neither the Store Closing Procedures, Consulting Agreement, nor the Final Order authorize the transfer or sale of personal identifying information (PII) of any customers or employees, or any Vendor Confidential Information, unless such sale or transfer is permitted by the Global Debtors' privacy policy and Applicable Privacy Laws.
• The foregoing shall not limit the Consultant's use of the Global Debtors' customer lists and mailing lists in accordance with the Consulting Agreement solely for purposes of advertising and promoting the Store Closing Sales.
• To the extent that the Global Debtors propose to sell or abandon FF&E which may contain PII about the Global Debtors' employees and/or customers or Vendor Confidential Information, the Global Debtors shall remove the PII or Vendor Confidential Information from such items of FF&E before such sale or abandonment.
• Vendor Confidential Information means all non-public, proprietary or confidential information of or relating to any vendor or service provider of the Global Debtors, whether maintained in digital or physical form, including without limitation:
  • Consignment agreements and related economics.
  • Wholesale pricing, margins, and markdown structures.
  • License agreements and royalty terms.
  • Sell-through data by SKU or brand.
  • Inventory positions by vendor.
  • Vendor contract lists and sourcing information.
  • Advertising, marketing, and promotional allocations attributable to specific brands.
  • Any other non-public information provided by vendors in the ordinary course of business.
  • Any customer data owned or co-owned by third parties, including concessionaires.
• Nothing in the Final Order or the Consulting Agreement shall (a) release, modify, or limit any confidentiality or non-disclosure obligations owed to vendors under existing agreements, or (b) impair or waive any rights or remedies of vendors with respect to Vendor Confidential Information.

Reporting Requirements

• Weekly Reporting: The Global Debtors shall provide the Committee's professional advisors (on a professional eyes-only basis) with no less than substantially the same weekly reporting with respect to the Store Closing Sales as is provided to the Ad Hoc Group of Secured Noteholders and DIP Lenders.
• Final Reporting: Within twenty days following the conclusion of the Store Closing Sales, the Global Debtors shall (on a confidential basis) provide to the U.S. Trustee, the Committee, and the Ad Hoc Group of Secured Noteholders and DIP Lenders:
  • A summary report of the Store Closing process that will include (i) the list of stores closed and (ii) gross revenue from the Store Closure Assets sold.
  • A report showing payment of the Consultant's fees, setting forth detail and information regarding the calculation of such fees and expenses, if any, reimbursed to the Consultant.
  • The foregoing shall not require the Debtors, their professionals, or the Consultant to prepare or undertake to prepare any additional or new reports not otherwise being prepared.

Dispute Resolution Procedures with Governmental Units

• Nothing in the Final Order, the Consulting Agreement, or the Store Closing Procedures releases, nullifies, or enjoins the enforcement of any liability to a governmental unit under environmental laws or regulations.
• The store closings and the Store Closing Sales shall not be exempt from laws of general applicability, including public health and safety, criminal, tax, labor, employment, environmental, antitrust, fair competition, traffic and consumer protection laws.
• Nothing in the Final Order shall be deemed to bar any Governmental Unit from enforcing General Laws in the applicable non-bankruptcy forum, subject to the Global Debtors' rights to assert in that forum or before this Court that any such laws are not in fact General Laws or that such enforcement is impermissible under the Bankruptcy Code or the Final Order.
• Provided that the Store Closing Sales are conducted in accordance with the terms of the Final Order, the Consulting Agreement, and the Store Closing Procedures, and in light of the provisions in the laws of many Governmental Units that exempt court-ordered sales from their provisions, to the extent that the sale of Store Closure Assets is subject to any Restrictive Laws, the Global Debtors and the Consultant will be presumed to be in compliance with any Restrictive Laws and are authorized to conduct the Store Closing Sales in accordance with the terms of the Final Order and the Store Closing Procedures without the necessity of further showing compliance with any Restrictive Sale Laws.
• Within three business days after entry of the Final Order, the Global Debtors will serve by first-class mail copies of the Final Order, the Consulting Agreement, and the Store Closing Procedures on the Dispute Notice Parties.
• Any time within ten days following entry of the Final Order, any Governmental Unit may assert that a Reserved Dispute exists by serving written notice of such Reserved Dispute (the Dispute Notice), explaining the nature of the dispute to the parties listed in the Final Order.
• If the Global Debtors, the Consultant and the Governmental Unit are unable to resolve the Reserved Dispute within fifteen days after service of the Dispute Notice, the Governmental Unit may file a motion with the Court requesting that the Court resolve the Reserved Dispute (a Dispute Resolution Motion).
• Filing a Dispute Resolution Motion shall not be deemed to affect the finality of the Final Order or to limit or interfere with the Global Debtors' or the Consultant's ability to conduct or to continue to conduct the Store Closing Sales pursuant to the Final Order, absent further order of the Court.
• Each and every federal, state, or local agency or Governmental Unit with regulatory authority over the Store Closing Sales and all newspapers and other advertising media in which the Store Closing Sales are advertised shall consider the Final Order as binding authority that no further approval, license, or permit of any Governmental Unit shall be required, nor shall the Global Debtors or the Consultant be required to post any bond, to conduct the Store Closing Sales.
• If the landlord of any Closing Store contends that the Global Debtors or the Consultant is in breach of or default under the Store Closing Procedures, such landlord shall provide at least five days' written notice, served by email or overnight delivery.
• If the parties are unable to resolve the dispute, either the landlord or the Global Debtors shall have the right to schedule a hearing before the Court on no less than five business days' written notice to the other party.

Additional Store Closings

• To the extent that the Global Debtors determine in their business judgment that conducting additional Store Closing Sales is warranted, which shall only be after consultation with the Committee's professional advisors, such Store Closing Sales shall be conducted pursuant to the terms of the Final Order, the Consulting Agreement, and the Store Closing Procedures.
• Seven days prior to commencing Store Closing Sales at any Additional Closing Stores, the Global Debtors (a) first consult with the Committee's advisors, and (b) subsequently shall file a Supplemental Store Closure Notice with this Court identifying:
  • The Additional Closing Stores.
  • The timeframe expected for such Store Closing Sales to occur.
  • Any additional Store Closing Severance Program amounts to be paid with respect to such Store Closing Sales.
  • Any other changes to the terms of the Final Order, the Consulting Agreement, or the Store Closing Procedures (if any) the Global Debtors intend.
• Each Supplemental Store Closure Notice shall be served (by email, if known) within one business day after the filing of such Supplemental Store Closure Notice upon specified parties.
• The Committee, the Additional Closing Store Landlords, and any other interested parties shall have seven days after the filing of the applicable Supplemental Store Closure Notice to object to the application of the Final Order.
• Unless the Court orders otherwise, after the expiration of this objection period, the Global Debtors are authorized to proceed with conducting the Store Closing Sales at the Additional Closing Stores in accordance with the Final Order, the Consulting Agreement, the Store Closing Procedures, and as otherwise indicated in the Supplemental Store Closure Notice.

Post-Closing Arrangements

• At the conclusion of the Sale at each Closing Store, the Consultant shall vacate such Store; provided that Consultant may abandon any FF&E not sold in the Sale at such Store, without cost or liability of any kind to the Consultant.
• The Global Debtors will have the option to remove the FF&E prior to the Termination Date.
• The rights of any parties in interest, including landlords, to assert claims for the disposition of such abandoned FF&E or other abandoned Store Closing Assets are reserved, as are all parties' rights (including the Committee's) to object to such claims.
• The Global Debtors and/or the Consultant are authorized and empowered to transfer Store Closure Assets that are property of the Global Debtors among the Closing Stores.
• The Consultant is hereby authorized to sell the Global Debtors' FF&E and abandon the same, in each case, as provided for and in accordance with the terms of the Consulting Agreement.
• At the conclusion of the Sale for each Store, Consultant shall surrender the premises for such Store to Merchant in broom clean condition with any unsold FF&E to be left in place at the Stores.
• Notwithstanding anything to the contrary in the Final Order or the Consulting Agreement, the Global Debtors shall not sell or abandon any property that the Global Debtors know is not owned by a Debtor without the owner's advance written consent (which may be via email), and the Global Debtors will work in good faith with the owner of any such property to arrange for the return of the property to the owner; provided that the Global Debtors and the Consultant may abandon property owned by the applicable landlord at the applicable Closing Store in accordance with the terms of the Final Order; provided further, that the Global Debtors shall not abandon any property against which the Global Debtors know a third party has asserted a lien without providing notice to such party.
• The Global Debtors shall work in good faith and in a commercially reasonable manner with any owners of Excluded Sale Assets to facilitate the identification, retrieval, temporary storage, or other agreed-upon arrangements with respect to any such goods.

Insurance

• Merchant shall maintain, throughout the Sale Term, liability insurance policies (including products liability, comprehensive commercial general liability insurance and auto liability insurance), with at least the coverage limits currently existing thereunder, covering injuries to persons and property in or in connection with the Stores and/or the Merchandise, and shall cause Consultant to be named an additional insured with respect to all such policies.
• Merchant shall maintain throughout the Sale Term, in such amounts as it currently has in effect, workers compensation insurance in compliance with all applicable statutory requirements.
• Required coverages shall be maintained with insurers with an AM Best rating of at least A-VII.
• Consultant shall maintain, throughout the Sale Term, comprehensive commercial general liability insurance in an amount of at least one million dollars ($1,000,000) per occurrence and at least five million dollars ($5,000,000) in the aggregate covering injuries to persons and property in or in connection with Consultant's provision of services at the Stores.
• Nothing in the Motion, the Interim Order, and/or the Final Order alters or modifies the terms and conditions of any insurance policies or related agreements issued by ACE American Insurance Company and/or any of its U.S.-based affiliates.

Amendments to Consulting Agreement

• The Global Debtors are authorized to immaterially amend the Consulting Agreement from time to time in accordance with its terms, without further order of this Court, subject to the Global Debtors providing the proposed amended Consulting Agreement by email to counsel to (i) the U.S. Trustee, (ii) the Committee, and (iii) the Ad Hoc Group of Secured Noteholders and DIP Lenders (collectively, the Amendment Notice Parties).
• If the Global Debtors and the Consultant desire to materially amend the Consulting Agreement as to the Consultant's fees and expenses, the Global Debtors shall provide the proposed amended Consulting Agreement by email to counsel to the Amendment Notice Parties, and each of the Amendment Notice Parties shall have one business day to object to such proposed amendment to the Consulting Agreement (the Amendment Objection Period).
• If no Amendment Notice Party objects to such proposed amendment received during the Amendment Objection Period, such proposed amendment shall become immediately effective without further action of the Court.
• If any Amendment Notice Party objects to such proposed amendment during the Amendment Objection Period, and such objection (a Modification Objection) cannot be resolved consensually, the Global Debtors and the Consultant shall not execute such modification of the Consulting Agreement absent a further order of the Court approving the modification.
• Any Modification Objection that cannot be consensually resolved may, subject to the Court's availability, be scheduled for a hearing within three business days of the Global Debtors' request for such hearing.

Summit Shopping Center (Alabama) Sale Order Summary

Overview

• The Global Debtors, as reorganized debtors, sought authority under sections 105(a) and 363 of the Bankruptcy Code to (i) sell certain real property to Stand Out For Good, Inc., effective as of the Closing Date, free and clear of all interests, claims, rights, and encumbrances, except as expressly set forth in the order or the Purchase Agreement, and (ii) abandon any Personal Property remaining in or at the Property as of the Closing Date (collectively, the Transaction).
• The Court granted the motion, finding the sale to be in the best interests of the Global Debtors, their estates, and their creditors. The order was signed Aug. 17, 2026, by Judge Alfredo R. Pérez in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (Case No. 26-90103 (ARP)).

Parties Involved

• Seller: Saks Fifth Avenue Real Property LLC, a Delaware limited liability company, having an address of 225 Liberty Street, 31st Floor, New York, N.Y. 10281 (notices to the 27th Floor, Attn: General Counsel), executed by Mark Weinsten, Chief Restructuring Officer
• Buyer: Stand Out For Good, Inc., a Tennessee corporation, having an address of 550 Frank Gardner Lane, Knoxville, Tenn. 37932, executed by Nick Kleinhenz, Senior Vice President
• Escrow Agent / Title Company: Chicago Title Insurance Company, executed by Rebecca Radabaugh, Assistant Vice President
• Haynes and Boone, LLP and Willkie Farr & Gallagher LLP are co-counsel for the reorganized Global Debtors; Saks Global Enterprises LLC's corporate headquarters and the Global Debtors' service address is 225 Liberty Street, 27th Floor, New York, N.Y. 10281.
• The Court found the Purchase Agreement was negotiated and entered into in good faith and from arm's-length bargaining positions, and that the Buyer is a good faith purchaser entitled to the protections of section 363(m) of the Bankruptcy Code upon entry of the order and the occurrence of the Closing Date.

Assets Being Sold

• Certain real property and the improvements situated thereon located in The Summit in Jefferson County, Birmingham, Ala., known as Parcel 2800271000002.002, with a street address of 129 Summit Boulevard, Birmingham, Ala. 35243 (Store Number 613).
• The sale includes all rights, obligations, and interests attendant to the Property, including those set forth under the Property Documents.
• The Property excludes any trade fixtures, equipment, inventory, or personal property, which the Seller may remove prior to Closing; any such items not removed are deemed abandoned, and the Seller has no obligation to remove them.
• All Personal Property owned by the Global Debtors remaining at the Property on or after the Closing Date is deemed abandoned pursuant to section 554 of the Bankruptcy Code.
  • The Buyer may, in its sole discretion and without further court order, utilize and/or dispose of such property without notice or liability to the Global Debtors or any third parties, and the automatic stay is modified to permit such disposition to the extent applicable.
• The Seller will deliver a Statutory Warranty Deed at Closing, conveying the real estate subject to the Permitted Encumbrances and to such state of facts as an accurate survey would disclose, with no warranty or covenant as to title other than a covenant to warrant and defend against the lawful claims of persons claiming by, through, or under the Grantor.

Purchase Price

• Total purchase price: $7 million, subject to adjustment pursuant to the terms of the Purchase Agreement.
• Payable as follows:
  • A $350,000 good faith deposit, due within five business days following execution of the Purchase Agreement by both parties, to be held in trust by Chicago Title Insurance Company as Escrow Agent in an interest-bearing, FDIC-insured account.
  • The balance of the Purchase Price payable by the Buyer at Closing by federal wire funds transfer, subject to Closing adjustments.
• The Deposit and all interest earned thereon are applicable toward the Purchase Price and paid to the Seller at Closing, or to the party entitled to receive the Deposit upon earlier termination of the Purchase Agreement.

Good Faith Deposit

• If the Buyer fails to fund the Deposit within five business days following execution, the Seller may terminate the Purchase Agreement upon written notice, with no liability to either party except as expressly provided in the Purchase Agreement.
• Except as provided in Sections 1C, 4, 6A, 7, 8A, 8B, and 14 of the Purchase Agreement, the Deposit, together with interest, is non-refundable and becomes the sole and exclusive property of the Seller.
• Release mechanics: a Requesting Party seeking payment of the Deposit must notify the Escrow Agent and the other party, and the Escrow Agent must forward a copy of the notice to the other party within three days of receipt.
  • If the Escrow Agent receives no notice from the other party within five business days after delivery of the Requesting Party's notice, it will pay the Deposit plus interest to the Requesting Party.
  • If the other party timely disputes the request, the Escrow Agent may, at its option, file an interpleader action (and, upon depositing the funds with the court, be released from further liability) and/or hold the Deposit in an interest-bearing account until the dispute is resolved by legal process or joint written instructions are received.
• The Escrow Agent holds the Deposit solely as a stakeholder and is not liable to either party absent bad faith, willful disregard of the Purchase Agreement, or negligence; the parties jointly and severally agree to defend, indemnify, and hold the Escrow Agent harmless from costs, claims, and expenses (including reasonable attorneys' fees) incurred in performing its duties, subject to the same carve-outs.

Sale Free and Clear

• Pursuant to section 363(f) of the Bankruptcy Code, and effective as of the occurrence of the Closing Date, the Property is sold free and clear of any liens, claims, rights, interests, charges, or encumbrances, including any leasehold mortgages, subleases, licenses, holdover rights under applicable bankruptcy or non-bankruptcy law and rules, liens (including mechanics liens), bills, and rights under section 365(h) of the Bankruptcy Code, in each case to the fullest extent permitted by applicable law.
• Notwithstanding the foregoing, the Buyer takes the Property subject to all covenants, declarations, agreements, easements, charges, liens, rights, and obligations set forth in and under the Property Documents and to all terms and conditions of the Purchase Agreement.
• All Interests other than those preserved under the Property Documents and assumed pursuant to the Purchase Agreement attach to the Transaction proceeds in the same order of priority and with the same validity, force, and effect as held prior to the Transaction, subject to any claims and defenses of the Global Debtors' estates.
• On or before the Closing Date, the Seller must discharge all mortgages, deeds of trust, tax liens, judgments, and/or monetary liens encumbering the Property, and may apply some or all of the Purchase Price to do so. Monetary Liens are under no circumstance Permitted Encumbrances.

Assumption and Assignment of Property Documents

• The transfer of the Property is subject to the terms of the Property Documents and the Buyer's assumption of all rights, obligations, conditions, and interests thereunder, including the Developer's consent and recapture rights and any use or "go dark" restrictions.
• The Property Documents consist of:
  • Declaration of Protective Covenants, Agreements, Easements, Charges and Liens by Bayer Development, L.L.C. for The Summit dated Feb. 16, 1996 (Instrument No. 9602-6580), as amended by a First Amendment dated as of May 1, 1996 (Instrument No. 9605-8979) (the Declaration);
  • Construction, Operating and Reciprocal Easement Agreement among Bayer Retail Company III, L.L.C. (the Developer, as successor in interest to Bayer Development Company, L.L.C.) and Saks Fifth Avenue, Inc. d/b/a Saks Fifth Avenue (as successor in interest to Parisian, Inc. d/b/a Saks Fifth Avenue) dated Oct. 23, 2000, recorded in Jefferson County Oct. 31, 2000 (Instrument No. 200012-8806), as supplemented by the Consent and Subordination of Southtrust Bank dated Oct. 12, 2000, a Notice of Mortgage to Developer dated Nov. 25, 2020, and a Change of Notice Address of Centennial effective Feb. 28, 2025 (the COREA);
  • Saks Fifth Avenue Supplemental Agreement between Bayer Retail Company III, L.L.C. and Saks Fifth Avenue, Inc. dated Oct. 23, 2000 (the Supplemental Agreement); and
  • Guarantys by Saks Fifth Avenue Enterprises, Inc. dated as of Oct. 23, 2000, by Saks Fifth Avenue Enterprises, Inc. and Saks & Company dated as of Oct. 30, 2000, and by Bayer Development Company, L.L.C. dated as of Oct. 23, 2000.
• At Closing, the parties will execute an Assignment and Assumption of Property Documents Agreement, under which the Buyer, as Assignee, assumes and covenants to perform all obligations, terms, covenants, and conditions binding on the Seller under the Property Documents, including payment of property taxes, CAM Costs, Common Assessments, Drainage Assessments, Reimbursement Assessments and fees, utility costs, common area maintenance charges, parking lot and road maintenance, repair and replacement charges, insurance, and other charges.
  • From and after Closing, and except as otherwise expressly provided in the Property Documents, the Seller is released and relieved of all liability under the Property Documents arising or accruing from and after the Closing Date.
  • The Assignee indemnifies the Assignor for expense or liability, including court costs and reasonable attorneys' fees, arising from the Assignee's breach or default of its covenants under the assignment, and the Assignor indemnifies the Assignee on the same terms for a breach or default under the Property Documents occurring prior to the date of the assignment.
  • The Assignor does not assign, and reserves all rights and remedies with respect to, any reconciliations of charges due under the Property Documents for periods prior to the date of the assignment. Sums or credits received by the Assignee relating to Assignor overpayments must be promptly remitted to the Assignor.
  • A Notice of Transfer of the Property Documents will be delivered to Bayer Retail Company III, L.L.C. (c/o Centennial Real Estate Management, LLC) advising of the conveyance and directing future communications to the Buyer.

Due Diligence

• The Due Diligence Period expires 45 calendar days after the Effective Date. The Buyer may terminate the Purchase Agreement for any reason in its sole and absolute discretion by written notice on or before expiration, in which case the Deposit is refunded.
• The Seller delivered Due Diligence Materials including Merchandise Plans L1 and L2, CAD and MEP (mechanical and structural) documents, a Phase I Environmental Site Assessment dated Nov. 28, 2022 prepared by GEI Consultants, a Property Condition Report dated Nov. 4, 2022 prepared by AEI Consultants, a three-year tax/CAM/utility history, a First American Title Insurance Company loan policy pro forma, Survey 2000 (Exhibits A and D to the COREA), Ordinance No. 96-106 of the City of Birmingham, the Property Documents, a Circuit Court of Jefferson County, Ala. order dated March 28, 2008 (Case No. CV06-4957-GWN) determining, among other things, the Declaration of Restrictions between Bayer Retail Company, L.L.C. and Saks Fifth Avenue, Inc. dated Oct. 15, 2000 to be invalid and unenforceable (with a copy of that declaration), and a Saks REA Estoppel Statement dated as of Sept. 28, 2011.
• Property access: the Buyer and its representatives may enter the Property during ordinary business hours to inspect, survey, measure, and conduct engineering studies at the Buyer's sole cost, expense, and risk, provided such entry does not unreasonably interfere with the Seller or its business at the Property, and subject to advance notice, coordination with the Seller (whose consent to proposed access times may not be unreasonably withheld, delayed, or conditioned), and accompaniment by the Seller's designated representative unless otherwise agreed.
  • Invasive or destructive testing, including test borings, requires the Seller's prior written approval, which may be withheld in its sole discretion. The Buyer Access Parties may not cause or permit damage or injury to the Property, and the Buyer must promptly repair any damage at its sole cost and return the Property to substantially its prior condition. The Buyer Access Parties may not advise Seller employees of the transaction without the Seller's prior written consent.
  • Required insurance prior to entry: commercial general liability of at least $2 million single limit naming the Seller as additional insured; statutory workers' compensation; and automobile liability of not less than $1 million combined single limit naming the Seller as additional insured.
  • Any lien filed against the Property in connection with the Buyer Access Parties' work must be removed within 15 days after notice, failing which a breach occurs. The Buyer indemnifies the Seller for claims arising from its inspections, resulting mechanic's liens, and the Seller's enforcement of the indemnity, excluding pre-existing conditions not exacerbated by the Buyer Access Parties and matters arising from the Seller's gross negligence or willful misconduct. The Buyer's lien-removal obligation survives termination, and the indemnity survives Closing or termination.

Title and Survey

• The Buyer may obtain a survey and/or title commitment at its sole expense and must deliver any Title and Survey Objections in writing prior to expiration of the Due Diligence Period.
• Within 10 days of receipt, the Seller must deliver a Seller's Election Notice identifying any objections it elects not to cure. Within 10 days of receiving that notice, the Buyer may either terminate the Purchase Agreement (with the Deposit refunded) or waive the uncured objections.
• Matters not objected to or waived constitute Permitted Encumbrances, and the Seller will convey and the Buyer will accept title subject only to the Permitted Encumbrances.
• The Buyer acknowledges it is relying on its title insurance policy with respect to title matters and liens, and must look first to that policy for recovery before asserting a claim against the Seller for breach of a representation, warranty, or covenant (excluding warranties in the Deed), unless and until the Title Company refuses or denies the claim or the policy does not cover it. This provision survives Closing.

Closing Conditions

• The Buyer's obligation to close is conditioned upon:
  • The Seller's representations and warranties in Section 9A being true and correct as of Closing;
  • Bankruptcy Court Approval having been obtained in form and substance acceptable to the Buyer and being final and non-appealable;
  • The Seller providing, prior to the end of the Due Diligence Period, a waiver signed by the Developer of the Developer's recapture right under Section 5(c) of the Supplemental Agreement relative to the Seller having ceased operating at the Property by April 30, 2026 and the Buyer's intent to demolish the existing building and construct a new building prior to commencing operations; and
  • The Buyer obtaining from the Developer written consent or a modification of the COREA specifically allowing the demolition and new construction, including the resulting periods of non-operation.
• If any contingency is not met, the Buyer may terminate by written notice at any time prior to the last such condition being satisfied, with no further liability and the Deposit returned within five business days.
• Bankruptcy Court Approval: Closing is expressly conditioned on entry of a final order approving the transaction in form and substance acceptable to the Buyer on or before July 17, 2026, with the order no longer subject to appeal on or before Aug. 1, 2026.
  • If approval is not obtained by that date, either party may terminate on written notice; if the Court denies approval and the denial is not reversed on appeal, the Purchase Agreement automatically terminates. In either case the Deposit plus interest is returned to the Buyer.
  • If approval is not timely obtained but neither party terminates, the Closing Date is postponed to 10 days following the Seller's receipt of Bankruptcy Court Approval.
  • The Buyer must reasonably cooperate with the Seller to obtain approval unless it has terminated the Purchase Agreement.

Closing Deliveries

• Seller deliveries include Bankruptcy Court Approval; a duly executed and acknowledged Deed; a duly executed Form RT-1; a consent resolution or similar authorizing document; a Non-Foreign Person Affidavit; a Form 1099-S; a duly executed and acknowledged Assignment and Assumption of Property Documents Agreement; the Notice of Transfer of the Property Documents; a duly executed closing statement; and such other documents as may reasonably be required.
• Buyer deliveries include the federal wire funds transfer for the balance of the Purchase Price (subject to Closing adjustments); a duly executed Form RT-1; a consent resolution or similar authorizing document; a duly executed and acknowledged Assignment and Assumption of Property Documents Agreement; a duly executed closing statement; and such other documents or payments as may reasonably be required.
• The Closing occurs in escrow, by mail at the offices of the Title Company or at another mutually agreed location. On the Closing Date the parties deliver their respective items to the Escrow Agent, and upon the prior written authorization of the Seller and the Buyer (or their agents or designees) the Escrow Agent will record the Deed and any other recordable documents, confirm that all terms and conditions of the Purchase Agreement have been met, disburse the Closing funds as directed after charging each party with the items chargeable to it, and distribute the Closing documents to the parties. The escrow instructions may be modified from time to time to effectuate the Purchase Agreement.

Adjustments and Prorations

• Real estate taxes, CAM Costs, Common Assessments, Drainage Assessments, Reimbursement Assessments, utility, water and sewer charges, charges under recorded and unrecorded documents (including the Declaration, the COREA, and the Supplemental Agreement), and other similar charges are prorated as of the Closing Date, with the Seller responsible for periods prior to Closing and the Buyer for the Closing Date and thereafter. If current taxes are not ascertainable, the adjustment is based on the most recent ascertainable taxes.
• The Buyer bears all title insurance premiums, search and examination charges, survey costs, and third-party inspection, test, audit, study, or report costs, as well as all state, county, municipal, and other transfer, deed, and mortgage taxes, and all recording costs for the Deed and other vesting documents. The Seller bears recording costs associated with discharging Monetary Liens.
• Escrow fees charged by the Escrow Agent for administering the Closing are split evenly. All other Closing costs are apportioned as customary in commercial real estate transactions in Jefferson County, Ala.
• Unpaid municipal improvement charges (assessments) for improvements completed before the date of the Purchase Agreement are paid by the Seller at or before Closing; if the amount is undetermined, the Seller pays an estimate at Closing subject to later true-up between the parties. The Buyer is responsible for improvements not completed before the date of the Purchase Agreement, but in no event for charges for work completed before that date which accrue prior to Closing.
• The Buyer is responsible, at its sole cost, for obtaining any certificate of occupancy or continuing certificate of occupancy (or equivalent) required by applicable law for the transfer or its ownership of the Property. The adjustment and certificate of occupancy provisions (Articles 17 and 18) survive Closing.
• Either party may effectuate a like-kind exchange under Section 1031 of the Internal Revenue Code, with the other agreeing to accommodate; neither party's obligations may be diminished nor liabilities increased thereby, and the time for Closing is unaffected.

Condemnation and Casualty

• Condemnation: if a Condemnation adversely affects the Buyer's intended use, as determined by the Buyer in its discretion, the Buyer must elect within 30 days of notice to either terminate (with the Deposit plus interest returned within five business days and no entitlement to any award) or proceed without abatement of the Purchase Price, in which case the Seller assigns its interest in any award at Closing. Failure to elect is deemed an election to proceed.
• Casualty: for pre-Closing damage by fire, storm, accident, or other casualty not caused by the Buyer or its agents, employees, contractors, or invitees, the Seller has no obligation to restore the Property (though it must render it reasonably safe and in a condition that does not trigger violations of law); the Purchase Agreement continues, the Seller assigns any insurance proceeds obtained or anticipated at Closing, and the Purchase Price is reduced only by the amount of the Seller's insurance deductible and/or self-insured retention.
  • For an uninsured Casualty, the Buyer must elect within 30 days after the Seller's written notice to terminate (with the Deposit plus interest returned within five business days) or proceed without abatement; failure to elect is deemed a waiver of termination. During that 30-day period the Buyer may enter the Property to assess damage and restoration costs.
  • If the Buyer elects to terminate and the cost to restore is $50,000 or less (excluding any deductible and/or self-insured retention), the Seller may nullify the termination within 30 days of receiving the Buyer's notice by agreeing to reduce the Purchase Price by the amount of the uninsured casualty.

Default and Remedies

• An event of default occurs if a party breaches a representation or warranty, or fails in any material respect to perform its obligations, and does not cure within 30 days after written notice. If the Closing Date falls within a cure period, Closing is extended until five days following the earlier of the end of the cure period or completion of the cure.
• Buyer default: the Seller's sole remedy is termination and payment of liquidated damages equal to the Contract Deposit plus accumulated interest, which the parties acknowledge represents fair and reasonable compensation given the impracticability of ascertaining damages. The liquidated damages remedy is in addition to, and not in substitution for, the Buyer's indemnification obligations.
• Seller default: the Buyer may either (a) terminate and receive return of the Contract Deposit with interest, plus reimbursement (within 30 days of written demand accompanied by substantiating invoices and receipts) of actual reasonable out-of-pocket costs and expenses incurred in negotiating the Purchase Agreement and ancillary agreements and investigating the Property, including reasonable attorneys' fees, up to an aggregate cap of $450,000; or (b) seek specific performance.
• Article 15 survives Closing or earlier termination.
• Separately, in any action or proceeding brought for breach or alleged breach of any covenant, term, or obligation, or otherwise arising out of the Purchase Agreement, the prevailing party is entitled to its costs and expenses of suit, including reasonable attorneys' fees.

Brokers

• Each party represents and warrants to the other that it dealt with no broker or other person entitled to claim a fee in connection with the negotiation, execution, and delivery of the Purchase Agreement, and each indemnifies, defends, and holds the other harmless against any claims, damages, loss, cost, or expense, including attorneys' fees, incurred by reason of a breach of that representation. Article 19 survives Closing or earlier termination.

Representations and Warranties

• The Seller represents, among other matters, that it is a Delaware limited liability company in good standing and authorized to do business in Alabama; that, subject to Bankruptcy Court Approval, execution and consummation have been duly authorized and constitute binding obligations; that neither it nor, to its knowledge, any holder of a legal or beneficial interest in it or the real property is subject to OFAC or related sanctions and anti-money-laundering designations; and that, except for the Bankruptcy Action, there is no pending or threatened governmental suit, claim, litigation, or proceeding, and no pending or threatened litigation or condemnation, eminent domain, or similar proceeding, pertaining to the Property.
• The Seller further represents, to its knowledge, that it has received no written notice of violations of applicable laws (including zoning, housing, building, safety, and fire ordinances) or of Environmental Law violations or Hazardous Materials at the Property; that consummation will not breach any agreement, judgment, or applicable law; that there are no unrecorded leases, licenses, occupancy or service agreements, third-party agreements, rights of first offer or refusal, or purchase options binding on the Buyer after Closing other than Permitted Encumbrances; that it maintains adequate commercial general liability insurance, per its company policy, to cover pending third-party claims, if any, under such policy; that no exclusive or continuing brokerage agreements will remain in effect after Closing; that it is not an employee pension benefit plan or government plan under ERISA; and that the Due Diligence Materials are the same documents it maintains in its files and that, except as disclosed in those materials, it has entered into no unrecorded agreements regarding the real property taxes assessed against the Property under which it consented to an increase above the current tax bill (including any tax increment financing) or that impose ongoing building or use restrictions binding on the Property after Closing.
• Seller representations and warranties survive Closing for 12 months. Knowledge qualifiers refer to the actual knowledge, without inquiry or investigation, of the Seller's managers and employees (including employees of affiliates) responsible for the Seller's real estate matters.
• The Buyer represents, among other matters, that it is a Tennessee corporation in good standing and authorized to do business in Alabama; that execution and consummation were duly authorized by its board of directors; that it is not subject to OFAC or related sanctions and anti-money-laundering designations; that it has, or as of the Closing Date will have, sufficient funds available to pay the Purchase Price at Closing; and that it has not commenced or been subject to a bankruptcy or insolvency proceeding, consented to the appointment of a receiver or similar official, or made an assignment for the benefit of creditors.
• Each party covenants that it will not knowingly or intentionally breach its covenants, representations, warranties, or obligations.

"AS IS, WHERE IS" Condition and Release

• Except as expressly set forth in the Purchase Agreement, the Seller disclaims all express or implied representations and warranties pertaining to the Property, including as to title and physical or environmental condition, quality, merchantability, fitness for a particular purpose, income, expenses, operation, value, profitability, and permitted uses. The Buyer agrees to rely exclusively on its own inspections, and the Seller's delivery of surveys, title reports, inspections, plans, or other information does not constitute a representation that such information is current, correct, or complete.
• The Buyer is purchasing the Property as of the Closing Date in its then "AS IS" and "WHERE IS" condition, except as expressly provided otherwise in the Purchase Agreement or the Deed. After Closing, all conditions of the Property are the Buyer's responsibility, and the Buyer assumes the risk of adverse matters — including construction defects and adverse physical and environmental conditions — not revealed by its investigations, in each case except to the extent of a breach of an express Seller representation or warranty. The Seller has no responsibility for any post-Closing cleanup, removal, or remediation of hazardous substances or other environmental conditions, subject to the same exception.
• Subject to the Seller's express representations and warranties, the Buyer releases the Seller and its parents, subsidiaries, and affiliates, and their respective officers, directors, members, shareholders, trustees, partners, employees, managers, lenders, and agents, from all claims, demands, and causes of action of any kind, whether direct or indirect, known or unknown, liquidated or contingent, arising from or relating to design or construction defects, errors or omissions, physical conditions, violations of applicable laws (including Environmental Laws), and any other conditions affecting the Property, specifically including claims under Environmental Laws and the Americans with Disabilities Act of 1990. The Buyer acknowledges it was represented by independent counsel of its selection in granting the release.
• Article 26 survives Closing.

Objections

• Bayer Retail Company III, L.L.C. filed a limited objection and reservation of rights [Docket No. 2997], which the Court was informed has been resolved as set forth in the order.
• Any party that did not object within the time set forth in the motion is deemed to consent to the Transaction and to the satisfaction of the requirements of section 363 of the Bankruptcy Code. All remaining objections not withdrawn, waived, adjourned, or settled, and all reservations of rights included therein, are overruled and denied in all respects.

Assignment

• The Buyer may not assign, transfer, or convey the Purchase Agreement, in whole or in part, without the Seller's prior consent.
• The Buyer may assign to a Permitted Assignee — any entity controlling, controlled by, or under common control with the Buyer, or with which the Buyer will enter into a sale-leaseback transaction — without the Seller's consent, provided the Seller receives a copy of an assignment and assumption agreement satisfactory to it and the assignee assumes the Buyer's obligations.
  • Any sale-leaseback transaction must not result in the Seller incurring any liability, transfer or other tax, cost, or expense, with the Buyer indemnifying the Seller against the same.
  • The original Buyer is not released from any liability or obligation upon a permitted assignment.

Confidentiality

• The parties must keep all Confidential Information — including the existence of the Purchase Agreement and all of its terms and conditions — in strict confidence, subject to customary exclusions for information required to be disclosed by law or court order (including disclosure to the Bankruptcy Court), information generally available to the public, and information obtained on a non-confidential basis.
• Permitted disclosures include those to professional advisors, lenders, prospective purchasers, assignees, vendors, and contractors with a need to know; to a prospective successor or purchaser in a reorganization, consolidation, or merger; as necessary to comply with SEC or other public-company requirements; to governmental agencies pursuant to subpoena or judicial process; with the non-disclosing party's written permission; and to the Bankruptcy Court.
• Neither party may issue a press release regarding the transaction without the other's consent prior to Closing, though either party (and any parent or affiliate) may make disclosures deemed necessary or advisable to comply with regulatory reporting or disclosure obligations, including in Form 8-K or 10-Q filings and quarterly and annual reports.
• If Closing does not occur, each party must return or destroy the other's Confidential Information upon written demand and certify the same. If Closing occurs, Article 35 expires upon Closing without further action; the parties' obligations otherwise survive termination, together with a mutual indemnity for breach.

Other Terms

• Governing law: the Purchase Agreement is construed, interpreted, and enforced under the laws of the State of Alabama.
• The Purchase Agreement may not be recorded in the County Clerk's office, the office of the recorder of deeds, or any other public record; if the Buyer records it or causes or permits it to be recorded, the Seller may elect to treat that act as a breach.
• The Purchase Agreement and its exhibits are the entire agreement between the parties and supersede all prior and contemporaneous negotiations, agreements, representations, and understandings; no modification or amendment is binding unless in writing and executed by both parties. Waivers must be in writing and signed, and no delay or omission in exercising a right or remedy operates as a waiver.
• Time is of the essence with respect to the parties' obligations and elections within the time periods expressly set forth. Any period ending on a Saturday, Sunday, or holiday observed by federally insured banks in Alabama or by the U.S. Postal Service extends to the next such day.
• Unless expressly stated to survive, all terms are null and void upon delivery of the Deed, and the Buyer's acceptance of the Deed at Closing constitutes an acknowledgment of the Seller's full performance except as to obligations expressly surviving Closing.
• The Purchase Agreement may be executed in counterparts, and digital, mechanical, or electronic signature reproductions are the legal equivalent of original wet signatures. Each party acknowledges it consulted counsel and had equal bargaining power, so the rule construing an agreement against the draftsman does not apply.

Court Findings and Related Relief

• The Court found jurisdiction under 28 U.S.C. § 1334(b) and the Order of Reference entered May 24, 2012; venue proper under 28 U.S.C. §§ 1408 and 1409; the matter core under 28 U.S.C. § 157(b); and that it may enter an order consistent with Article III of the U.S. Constitution.
• Notice of the motion was found adequate and sufficient, satisfying the Bankruptcy Rules, Local Rules, and Complex Case Procedures, with a reasonable opportunity to object or be heard afforded to all parties in interest, and no further notice required.
• All governmental and regulatory authorities are directed to accept the documents and instruments necessary and appropriate to consummate the Transaction. The order and its findings are binding upon all parties to the Purchase Agreement and the Property Documents.
• The Global Debtors and the Buyer are authorized to execute and deliver all documents and take all actions reasonably necessary to effectuate the order and carry out the Purchase Agreement. The failure to identify any particular provision of the Purchase Agreement does not impair its effectiveness, the Court's intent being that the agreements and related documents be approved in their entirety.
• To the extent of any inconsistency between the order and the Purchase Agreement (including ancillary documents), the order governs. The Purchase Agreement and related documents may be modified, amended, or supplemented without further court order, including by side letter, provided any such change is consistent with the order and has no prejudicial effect on any third party.
• Except as expressly set forth in the order, nothing therein creates or perfects any interest in a Global Debtor's cash that did not exist as of the Closing Date, alters or impairs any security interest or its perfection existing as of the Closing Date, or creates rights in favor of or enhances the priority or status of any claim.
• Notwithstanding Bankruptcy Rule 6004(b), the order is effective and enforceable immediately upon entry; time is of the essence and the parties intend to close as soon as practicable. The order is a final order and the appeal period commences upon entry.
• The Court retains jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the order, including the Purchase Agreement, all amendments, waivers, and consents thereunder, and each of the agreements executed in connection therewith.

Key Dates

• Purchase Agreement Effective Date: June 22, 2026
• Seller ceased operating at the Property: by April 30, 2026
• Due Diligence Period Expiration: 45 calendar days after the Effective Date
• Bankruptcy Court Approval Deadline: July 17, 2026
• Deadline for Approval Order to be No Longer Subject to Appeal: Aug. 1, 2026
• Sale Order Entered: Aug. 17, 2026 — after the July 17, 2026 approval deadline and the Aug. 1, 2026 non-appealable deadline; where approval is not timely obtained and neither party terminates, Article 7 postpones the Closing Date to 10 days following the Seller's receipt of Bankruptcy Court Approval
• Closing Date: the later of (i) five business days after expiration of the Due Diligence Period or (ii) 10 days after Bankruptcy Court Approval is obtained, no later than 5 p.m. ET, subject to extension as provided in the Purchase Agreement
• Outside Closing Date: Aug. 31, 2026 — if Closing has not occurred by that date (other than due to a party's default), either party may terminate on written notice, with the Deposit returned within five business days