ORAL ORDER: Having considered PDVH and CITGO's Objection to the Special Master's Material Modification of the Sale Procedures Order (D.I.1309 ) ("Objection" or "Obj."), the joinder by the Republic (D.I.1310 ), the Special Masters Opposition (D.I. 1317) ("Opposition" or "Opp."), the Reply in Support of Their Objection (D.I.1319 ), and the joinder in support of the Reply (D.I.1320 ), IT IS HEREBY ORDERED that the Objection is OVERRULED. The Special Master's intent to sign a Stock Purchase Agreement ("SPA"), and submit it to the Court as part of the Notice of Successful Bidder ("Notice"), is not a material modification of the Sale Procedures Order (D.I.481 ) ("SPO"). While an SPA signed by the Special Master may impose some legal obligations on the bidder who is party to it, and may intend to impose obligations on others, "the enforceability of the SPA as a legal, valid, and binding obligation of the Special Master and the Court, is," as the Special Master correctly states, "subject to entry of an order by this Court approving the SPA and the sale transaction contemplated thereby." (Opp. at 1-2) Thus, the SPA remains a "proposed definitive agreement" ("proposed") in the sense that it has not been approved by the Court) as contemplated by the SPO 12. (D.I.481 at 17) As importantly, the Court agrees with the Special Master that "no affected party's rights to object to, or be heard on, the Sale Transaction have been, or will be, altered by the Special Master's submission of an executed SPA in the coming days." (Opp. at 3) Therefore, the objecting parties are wrong to suggest they will (assuming they oppose the recommendation in the Notice) "be objecting to a fait accompli rather than a proposal for the Court to review" (Obj. at 6). Nor is the Court persuaded that signing the SPA violates OFAC sanctions, for the reasons provided by the Special Master (see Opp. at 3-4), including the reported non-objection to his course of action by OFAC itself. IT IS FURTHER ORDERED that the temporary stay previously imposed on the Special Masters ability to sign an SPA (see D.I. 1313 ) is VACATED and the Special Master is authorized to proceed, consistent with the SPO, in the manner he deems appropriate. The Court observes that it anticipates the submission of a Notice is essentially imminent, which will (pursuant to the SPO) trigger the objections period leading to the November 19 Sale Hearing. Ordered by Judge Leonard P. Stark on 9/26/2024. (mpb)