OFFICIAL LOCAL FORM 2A UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Chapter Case No. Debtor NOTICE OF INTENDED PRIVATE SALE OF PROPERTY, SOLICITATION OF COUNTEROFFERS, DEADLINE FOR SUBMITTING OBJECTIONS AND HIGHER OFFERS AND HEARING DATE ______________ ______________ IS THE DATE OF THE PROPOSED SALE IS THE DATE BY WHICH OBJECTIONS OR COUNTEROFFERS MUST BE MADE NOTICE is hereby given, pursuant to 11 U.S.C. Section 363, Fed. R. Bankr. P. 2002(a)(2) and 6004, and MLBR 2002-5 and 6004-1, that the Trustee (or, where applicable, the Debtor), intends to sell at private sale the Debtor's right, title and interest in certain property of the estate. PROPERTY TO BE SOLD: (General description) An itemized list of the property to be sold is attached to this Notice. American LegalNet, Inc. www.FormsWorkFlow.com THE OFFER: The Trustee (or where applicable, the Debtor) has received an offer to purchase the property for the sum of ________________________ ($________) in cash (or state other consideration). THE PROPOSED BUYER: The proposed buyer is _____________________________________________. The relationship (Name and address). of the proposed buyer to the Debtor (or Trustee, if applicable) is: THE SALE DATE: The sale shall take place on or before _____________________. The proposed buyer has paid a deposit in the sum of $____________. The terms of the proposed sale are more particularly described in a Motion for Order Authorizing and Approving Private Sale of Property of the Estate (the "Motion to Approve Sale") filed with the Court on ___________ and a written purchase and sale agreement dated ________________. The Motion to Approve Sale and the purchase and sale agreement are available at no charge upon request from the undersigned. SALE FREE AND CLEAR OF LIENS: The _____________________ will be sold free and clear of all liens, claims and encumbrances. Any perfected, enforceable valid liens shall attach to the proceeds of the sale according to priorities established under applicable law. COUNTEROFFERS OR OBJECTIONS: Any objections to the sale and/or higher offers must be filed in writing with the Clerk, United States Bankruptcy Court at _________________________ (Boston, Springfield or Worcester address as applicable) on or before _______________ at 4:30 PM (the "Objection Deadline"). A copy of any objection or higher offer also shall be served upon the undersigned. Any objection to the sale must state with particularity the grounds for the objection and why the intended American LegalNet, Inc. www.FormsWorkFlow.com sale should not be authorized. Any objection to the sale shall be governed by Fed. R. Bankr. P. 9014. Through this Notice, higher offers for the Property are hereby solicited. Any higher offer must be accompanied by a cash deposit of $__________ in the form of a certified or bank check made payable to the undersigned. Higher offers must be on the same terms and conditions provided in the Purchase and Sale Agreement, other than the purchase price. HEARING: A hearing on the Motion to Approve Sale, objections or higher offers is scheduled to take place on __________ at ______AM/PM before the Honorable ________________, United States Bankruptcy Judge, Courtroom _____, ___________________________, ___________________, Massachusetts. Any party who has filed an objection or higher offer is expected to be present at the hearing, failing which the objection may be overruled or the higher offer stricken. The Court may take evidence at any hearing on approval of the sale to resolve issues of fact. If no objection to the Motion to Approve Sale or higher offer is timely filed, the Court, in its discretion, may cancel the scheduled hearing and approve the sale without hearing. At the hearing on the sale the Court may 1) consider any requests to strike a higher offer, 2) determine further terms and conditions of the sale, 3) determine the requirements for further competitive bidding, and 4) require one or more rounds of sealed or open bids from the original offeror and any other qualifying offeror. DEPOSIT: The deposit will be forfeited to the estate if the successful purchaser fails to complete the sale by the date ordered by the Court. If the sale is not completed by the buyer approved by the Court, the Court, without further hearing, may approve the sale of the Property to the next highest bidder. American LegalNet, Inc. www.FormsWorkFlow.com Any questions concerning the intended sale shall be addressed to the undersigned. Respectfully Submitted, TRUSTEE (or Debtor) By _______________________________ Dated: ____________ American LegalNet, Inc. www.FormsWorkFlow.com