BANKRUPTCY COURT MIDDLE DISTRICT OF FORT MYERS DIVISION

In re: Chapter 11

VICTOR G. MELLOR, Case No. 9:10-bk-20398-DHA

COLONIAL Case No. 9:10-bk-28157-DHA COMPANY, INC.,

COLONIAL READY MIX, LLC, Case No. 9:10-bk-28160-DHA

CCC TRUCKING, LLC, Case No. 9:10-bk-28161-DHA

Debtors. (Jointly Administered under / Case No. 9:10-bk-20398-DHA)

Emergency Hearing Requested for December 16, 2010 at 10:30 a.m.

EMERGENCY MOTION OF COLONIAL CONSTRUCTION COMPANY, INC., COLONIAL READY MIX, LLC, AND CCC TRUCKING, LLC FOR ENTRY OF AN ORDER (A) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OWNED BY DEBTORS COLONIAL CONSTRUCTION COMPANY, INC., COLONIAL READY MIX, LLC, AND CCC TRUCKING, LLC, FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES PURSUANT TO 11 U.S.C. § 363; (B) ESTABLISHING BID PROCEDURES AND SALE PROCESS; (C) APPROVING ASSET PURCHASE AGREEMENT; (D) APPROVING FORM AND MANNER OF NOTICES; (E) SCHEDULING AUCTION AND FINAL SALE APPROVAL HEARING; (F) AUTHORIZING THE REJECTION OF CERTAIN EXECUTORY CONTRACTS AT THE SALE HEARING AND AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF OTHERS; AND (G) GRANTING RELATED RELIEF

Colonial Construction Company, Inc. (“Colonial”), Colonial Ready Mix, LLC (“Ready

Mix”), and CCC Trucking, LLC (“CCC Trucking”, collectively with Colonial and Ready Mix, the “Debtors” or “Corporate Debtors”), by and through their undersigned counsel, and pursuant to 11 U.S.C. §§ 105, 363 and 365, Fed. R. Bank. P. 2002, 6004, 6006, and 9014 and

Local Rules 2002-1, 6004-1, and 9014-1, move the Court for entry of an order: A. Authorizing the Sale of Substantially All of the Assets Owned by Debtors Colonial Construction Company, Inc., Colonial Ready Mix, LLC, and CCC Trucking, LLC, Free and Clear of Liens, Claims and Encumbrances Pursuant to 11 U.S.C. § 363;

B. Establishing Bid Procedures and Sale Process;

C. Approving Agreement for Purchase and Sale;

D. Approving Form and Manner of Notices;

E. Scheduling Auction and Final Sale Approval Hearing;

F. Authorizing the Rejection of Certain Executory Contracts at the Sale Hearing and Authorizing the Assumption and Assignment of Others; and

G. Granting Related Relief.

In support of the Motion, the Debtors state as follows:

I. INTRODUCTION

In order to maximize the value of their assets for their estates and their creditors subject to Court approval, the Corporate Debtors intend to sell substantially all of their assets and property, as defined below, at auction and pursuant to the bidding procedures and sales process described below. The sale will be “as-is,” “where is,” without any warranties of any kind, free and clear of all liens, claims and encumbrances. Additionally, the Debtors seek to assume and reject various executory contracts as described below.

II. JURISDICTION, VENUE, AND STATUTORY AND PROCEDURAL BASIS

The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N), and (O). Venue is proper pursuant to 28

U.S.C. §§ 1408 and 1409. The statutory predicates for the requested relief are Sections 105(a),

363(b), (f), (k), and (m), and 365(a) and (f) of Title 11 of the United States Code, 11 U.S.C. §§

101, et seq. (the “Bankruptcy Code”), Rules 2002, 6004, 6006, and 9014 of the Federal Rules of Bankruptcy Procedure (“Fed. R. Bankr. P.”) and Local Rules 2002-1, 6004-1, and 9014-1.

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III. BACKGROUND

A. Debtors’ Businesses and Bankruptcy Filings

1. Colonial, owned by co-Debtor, Victor Mellor (“Mellor”) and his wife, Elizabeth

Amy Mellor (“Amy Mellor”), is one of the largest single-plant producers of prestressed structural floor and roof systems (hollowcore plank) in the southeastern United States (Florida,

Georgia, North Carolina, South Carolina, , Virginia, Kentucky, and Tennessee). Ready

Mix and CCC Trucking are also owned by the Mellors and operate as Colonial’s state of the art

concrete batch plant and trucking fleet. Colonial manufactures 6”, 8”, 10”, and 12” hollowcore,

solid slabs, precast stairs, double T’s, inverted beams, precast seawall panels, bin block, septic tanks, and cisterns. Colonial also supplies steel and block. Colonial, Ready Mix, and CCC

Trucking all operate their businesses at 5250 Linwood Road, Placida, Florida (the “Placida

Facility”).

2. On August 25, 2010, Mellor filed his Voluntary Petition for Relief under Chapter

11 of Title 11 of the Bankruptcy Code. Mellor is managing his financial affairs and property as a

Debtor in Possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

3. On November 22, 2010, Colonial, Ready Mix, and CCC Trucking filed their

Voluntary Petitions for relief under Chapter 11 of the Bankruptcy Code and are operating their

businesses and managing their property as Debtors in Possession pursuant to §§ 1107(a) and

1108 of the Bankruptcy Code.

4. No trustee or examiner has been appointed in these cases and no official

committee has yet been appointed pursuant to § 1102 of the Bankruptcy Code.

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B. Debtors’ Pre-Petition Secured Indebtedness

5. The Debtors believe that Perry Lawrence (“Lawrence”), will assert a secured claim against the Debtors, in connection with a Stock Purchase Agreement (the “SPA”) entered into between Lawrence and the Mellors, whereby the Mellors purchased the stock of Colonial,

Ready Mix, and CCC Trucking.

6. The significant majority of the consideration for the SPA was provided by

Colonial, Trucking, and Ready Mix. On or about January 5, 2009, the Debtors executed a Loan

Agreement, pursuant to which Lawrence agreed to lend $2,500,000 to the Mellors and Colonial

Construction to purchase Lawrence’s stock interest in the Debtors, secured by inter alia, certain real property owned by Colonial, and a second blanket lien on all the personal property of the

Debtors.

7. The Debtors believe that Lawrence asserts a secured claim in the approximate amount of $2,300,000, secured by liens encumbering all of Debtors’ assets (the “Lawrence

Secured Debt”).

8. The Debtors believe that the Lawrence Secured Debt and any claims of Lawrence against the Debtors are avoidable, subject to subordination, and otherwise invalid, and subject to bona fide dispute.

9. Prior to the Petition Date, Colonial borrowed monies on a secured basis from

Marshall & Ilsley Bank (“M&I Bank”) in the approximate amount of $4,000,000. The UCC-1 financing statements on file for M&I Bank reflects that the intended collateral is all assets of the

Debtors.

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10. Bon Eau Enterprises, LLC (“Bon Eau”) asserts that it is the holder of the Loan

Documents (collectively, the “Bon Eau Loan Documents”), as successor in interest to M&I

Bank by asset assignment from M&I Bank.

11. As of the Petition Date, Colonial believes that Bon Eau will contend that it is owed approximately $4,561,501 under the Bon Eau Loan Documents (the “Bon Eau Secured

Debt”).

12. Pursuant to the Bon Eau Loan Documents, it appears that Colonial may have granted to Bon Eau security interests in the Debtors’ assets and proceeds thereof (collectively, the “Collateral”).

13. The Debtors believe that Bon Eau will assert (a) that it has perfected liens on the

Collateral, and (b) that its perfected liens generally have priority over all liens against the

Collateral, other than property taxes.

14. Additionally, the following creditors have filed UCC Financing Statements with the Florida Secretary of State asserting secured claims against the Debtors’ equipment and/or all assets (the Additional Secured Creditors”):

(a) American Express Business Finance Corp.;

(b) CitiCapital Commercial Corp.;

(c) Citicapital Commercial Leasing Corp.;

(d) CNH Capital America, LLC;

(e) Florida Community Bank;

(f) Gold Bank; and

(g) The Provident Bank.

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(Lawrence, Bon Eau, and the Additional Secured Creditors are collectively referred to as the

“Secured Creditors”).

15. The Debtors believe that Bon Eau will assert that its secured interest in the

Collateral is superior in position to all other Secured Creditors.

IV. PROPOSED SALE TRANSACTION, BIDDING PROCEDURES AND SALE PROCESS

A. Sale Transaction

16. The Debtors intend to sell substantially all of the assets and property of Colonial,

Ready Mix, and CCC Trucking pursuant to an Asset Purchase Agreement (“APA”) between the

Debtors and Bon Eau Enterprises, LLC (“Bon Eau”), a copy of which is attached hereto as

Exhibit “A”, or otherwise through the sale process described in this Motion, pursuant to the

schedule proposed herein, and consistent with: (i) the due process requirements of the

Bankruptcy Code and Fed. R. Bankr. P. and (ii) the APA. The assets and property (together, the

“Property”) to be sold are expressly defined in the APA. The APA as attached is drafted for the

transaction contemplated between the Corporate Debtors and Bon Eau. Should a party bid above

any credit bid made by Bon Eau as contemplated herein and win the auction, the Debtors will

enter into the APA with that highest and best bidder on terms substantially similar to those found

in the APA except as otherwise provided for herein (including in this paragraph), and such other

changes as shall be needed to reflect the name of the buyer and the purchase price.

17. The APA contemplates, inter alia, the following:1

Sellers: Colonial, Ready Mix, and CCC Trucking

Buyer: Bon Eau or the Highest and Best Bidder

Property: Substantially all of the assets of Colonial, Ready Mix, and CCC Trucking.

1 The above terms are merely set forth for convenience. The APA should be consulted for the actual terms of the sale. In the event of a conflict, the terms of the APA control.

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Purchase Price: The Purchase Price for the Property shall be at least $2,000,000.00 (the “Purchase Price”). Pursuant to Bankruptcy Code Section 363(k), Bon Eau, or its assignee, may credit bid up to the value of the Bon Eau Secured Debt, i.e. $4,561,501.63 plus all accrued interest and costs incurred (the “Bon Eau Credit Bid”).

Deposit: There shall be no deposit required for Bon Eau to credit bid. Given the amount associated with the Bon Eau Credit Bid, any party wishing to submit a bid must deposit in escrow a minimum of $100,000.00 paid in cash or cash equivalent on or before January 10, 2011. The deposit shall be tendered in cash or cash equivalent into a segregated bank account established by Debtors’ counsel.

Free and Clear: Debtors will convey the Property to the ultimate buyer free and clear of all liens, claims, liabilities, encumbrances, and other interests (except ad valorem taxes), which shall attach to the proceeds pursuant to Bankruptcy Code Section 363.

Closing: The Closing of this transaction shall occur no later than January 24, 2011.

B. Sale Process

18. Debtors seek to foster a competitive bidding process and will accept the highest

and best offer for the Property as determined by the Debtors and their professionals, subject to the Bon Eau Credit Bid. Accordingly, the Debtors seek approval and implementation of a three- step sale process, as follows:

(a) a “Bid Procedures and Sale Process Hearing” to occur on December 16, 2010 at

10:30 a.m., or at such other time scheduled by the Court, at which Debtors will

seek approval of: (i) the Bid Procedures (as defined herein) for bidding on the

Property; (ii) the form and manner of notice of the Bid Procedures and the

proposed sale of the Property; (iii) the form of the APA to be used in conjunction

with the sale of the Property; and (iv) the scheduling of an auction and a sale

approval hearing;

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(b) an “Auction” to be conducted in accordance with the Bidding Procedures; and to

occur on (to be approved and set by the Court) January 17, 2011 at 2:00 p.m. at

the offices of Stichter, Riedel, Blain & Prosser, P.A., 110 Madison Street, Suite

200, Tampa, Florida 33602; and

(c) a hearing approving the sale to the successful bidder (the “Final Sale Hearing”)

no later than three (3) days following the conclusion of the Auction, to occur on

(to be approved and set by the Court) January 20, 2011 at 10:30 a.m., or at a time

convenient to the Court.

19. The Debtors expect to be able to meet their burden at the Final Sale Hearing to confirm the sale by demonstrating that sale efforts have been appropriately conducted for the

Property. The Debtors’ goal is to ensure that the entirety of the Property is marketed appropriately for a sale. To that end, Debtors are exposing the Property to an appropriate competitive sale process, and the bidding and auction procedures will provide for a competitive process to achieve the highest and best offer. The Debtors will make necessary efforts to market the Property to anyone it knows who has expressed an interest in purchasing such.

C. The Bid Procedures

20. To ensure the Debtors are able to derive maximum value from the Property, the

Debtors negotiated with Bon Eau to preserve the right to solicit competing offers for the

Property, as provided below. Indeed, the Debtors intend to provide notice of the sale and auction to all parties on the service list and those that have made offers or expressed interest in the

Property during the past six (6) months, if any. The Debtors seek to adopt procedures that will foster competitive bidding among potential buyers without eliminating or discouraging any qualified bids.

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21. The APA contemplates that the Debtors will solicit higher and better bids for the

Property. Toward that end, the Debtors seek the entry of an order approving the form of the

APA, scheduling an Auction, approving the procedures (the “Bid Procedures”), a copy of which

is attached hereto as Exhibit “B” and authorizing the solicitation and submission of competitive

bids. The material provisions of the Bid Procedures are as follows:2

Bidding Requirements. A “Qualified Bid” must (i) exceed the existing Purchase Price by

at least $100,000.00 (the “Overbid Amount”) plus the Breakup Fee Payment and the

Expense Reimbursement (both as defined below) and provide that the purchase price will

be paid in cash at closing; (ii) provide sufficient indicia that any representative of a

Qualified Bidder, as defined in the Bid Procedures, is legally authorized and empowered,

by power of attorney or otherwise, to (a) bid on behalf of the Qualified Bidder and (b)

complete and sign, on behalf of the Qualified Bidder, a binding and enforceable purchase

agreement; (iii) not contain any contingencies as to the validity, effectiveness and/or

binding nature of the bid, including, without limitation, contingencies for financing, due

diligence, or inspection; (iv) provide for post-closing cooperation and assistance to

Debtors, as reasonably determined by Debtors; (v) provide proof of ability, financial or

otherwise, to perform on any executory contract to be assumed as required by the

Bankruptcy Code and any other applicable law; (vi) be valid and enforceable through the

closing date; and (vii) be submitted so that it is actually received by no later than 5:00

p.m. (Eastern Standard Time) on January 10, 2011 (or such later date agreed to by Seller)

(“Bidding Deadline”), to the Debtors and counsel for the Debtors. Each Qualified

Bidder should be prepared to make its best and final offer at the Auction. Bon Eau, or its

2 The above terms are merely set forth for convenience. The Bid Procedures should be consulted for the actual terms of the sale. In the event of a conflict, the terms of the Bid Procedures control.

Page 9 of 23 assignee, are exempt from these qualifications by virtue of its credit bid under

Bankruptcy Code § 363(k).

Bidding Process. The Auction shall be conducted in accordance with the following bidding process:

A. Any bid must be made by a Qualified Bidder and free of any financing,

diligence or other contingencies;

B. Any successive overbids shall be made by a Qualified Bidder and shall be

made in increments of not less than the Overbid Amount in cash

consideration in excess of the last submitted, highest, qualified bid for the

Property. Bon Eau shall have the right to match any successive overbid,

net of the Breakup Fee Payment and the Expense Reimbursement (both as

defined below);

C. Any successive overbid shall be irrevocable unless and until it is not

deemed the highest and best bid;

D. The competitive bidding among Qualified Bidders shall continue

according to these procedures until the highest and best bid (the

“Successful Bidder”) to purchase the Property is received by the Debtors

(the “Winning Bid”);

E. In the event a Qualified Bidder, other than Bon Eau, is the successful

Bidder and acquires the Property, then Bon Eau shall be entitled to a

break-up fee (the “Breakup Fee Payment”) payable in cash in the amount

not to exceed $50,000.00 plus the reimbursement to Bon Eau for its

reasonable expenses incurred for due diligence, contract negotiation and

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contract preparation (the “Expense Reimbursement”), which amount

shall be $50,000. The reasonableness and the amount of the Breakup Fee

Payment and Expense Reimbursement shall be subject to approval by the

Court.

F. Debtors shall be authorized to accept the Qualified Bidder which submits

the second highest and best bid (the “Back-Up Bidder”) as a back-up bid

(the “Back-Up Bid”) to the Successful Bidder’s Bid, provided however,

that the Back-Up Bidder agrees that its Back-Up Bid remains irrevocable

and Debtors retain the deposit until the closing;

G. The Successful Bidder shall be required to close no later than January 24,

2011, or such earlier date as the Successful Bidder elects to close. The

Purchase Price shall be paid in cash at the closing unless Bon Eau, or its

assignee, are the Successful Bidder by virtue of its credit bid. The Back-

Up Bidder shall be obligated to close on the Back-Up Bid if the Successful

Bidder does not timely close within five (5) days after the Successful

Bidder’s failure to close;

H. If Bon Eau, or its assignee, is the second highest bidder, Bon Eau or its

assignee may, at its discretion, act as the Back-Up Bidder if the Successful

Bidder does not close for any reason. If Bon Eau, or its assignee, is not

the highest or second highest bidder, Bon Eau, or its assignee, shall, at its

election, have the right to stand as an additional back-up buyer if the

Successful Bidder or Back-Up Bidder does not close for any reason.

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Deposit: There shall be no deposit required for Bon Eau up to its credit bid. Given the

amount associated with the Bon Eau Credit Bid, any party wishing to submit a bid must

deposit into escrow a minimum of $100,000.00 paid by cash or cash equivalent on or

before the Bidding Deadline. The deposit shall be tendered in cash or cash equivalent

into a segregated bank account established by Debtors’ counsel.

D. Form and Manner of Notice of Bidding Procedures and Sale

22. Pursuant to Fed. R. Bankr. P. 6004(a), notice of the proposed sale of the Property outside the ordinary course of business is to be provided in accordance with Fed. R. Bankr. P.

2002(a)(2), (c)(1), and (k). These provisions of Fed. R. Bankr. P. provide that all creditors are to receive at least 21 days’ notice of the sale of estate assets outside the ordinary course of business, unless the Court, for cause, shortens the time or directs another method of giving notice. Fed. R.

Bankr. P. 2002(a)(2). Fed. R. Bankr. P. 2002(c)(1) provides that the notice of the proposed sale of assets is to include a general description of the Property, the time and place of any public sale, the terms and conditions of any private sale and the time fixed for filing objections.

23. Debtors submit that based on the significant negotiation efforts expended by the parties with respect to the Property prior to filing this Motion, that the form and manner of notices proposed herein will result in the highest and best offers for the Property and give parties in interest adequate notice of the Sale and an opportunity to object to the terms of the Sale or proposed Bid Procedures.

V. AUTHORITY AND RELIEF

A. The Bankruptcy Code permits Debtors to sell the Property outside the ordinary course of business.

24. Property of the estate may be sold outside the ordinary course of business.

Bankruptcy Code § 363(b)(1) provides that “[t]he trustee, after notice and a hearing, may use,

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sell, or lease other than in the ordinary course of business, property of the estate.” 11 U.S.C. §

363(b)(1). A debtor-in-possession may sell substantially all of their assets prior to proposal of a plan of reorganization. In re Parkstone Med. Info. Sys., 2001 WL 36189822 at *1 (Bankr. S.D.

Fla. Oct. 16, 2001). Courts have held that transactions should be approved under Bankruptcy

Code § 363(b)(1) when: (a) they are supported by the sound business judgment of Debtors’

management; (b) interested parties are provided with adequate and reasonable notice; (c) the sale

price is fair and reasonable; and (d) the buyer is acting in good faith. See, e.g., Meyers v. Martin

(In re Martin), 933 F.2d 513, 515 (7th Cir. 1991); In re Abbott Dairies of Penn, Inc., 788 F.2d

143 (3d Cir. 1986); Committee of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722

F.2d 1063 (2d Cir. 1983); In re Delaware & Hudson Ry. Co., 124 B.R. 169 (D. Del. 1991); In re

Phoenix Steel Corp., 407 B.R. 463 (Bankr. S.D.N.Y. 2009); In re Chrysler LLC, 405 B.R. 84

(Bankr. S.D.N.Y. 2009). Here, each of these factors is met.

25. Subject to the terms and conditions of the APA, the Debtors, in the sound exercise of their collective business judgment, have concluded that the sale of the Property to the highest and best bidder for the Property presents the best option for maximizing the value of the Debtors’ estates. In order to ensure the highest possible return for the Debtors’ estates and their creditors, the Debtors have required that the Debtors’ collective obligation to proceed under the APA be subject to the receipt of higher and better offers through a competitive Auction of the Property, as set forth herein. Accordingly, the Debtors respectfully submit that ample business justification exists for the sale of the Property.

B. The sale will be free and clear of liens, claims, and encumbrances.

26. Pursuant to Bankruptcy Code § 363(f), the Debtors will sell the Property free and clear of all liens, claims, liabilities, encumbrances and other interests. All such liens will attach

Page 13 of 23 to the proceeds of the sale. This Court has the statutory authority to authorize the sale free and clear of liens. Pursuant to Bankruptcy Code § 363(f), a debtor acting with the power under

Bankruptcy Code § 1107(a), may sell all or any part of property of the estate, free and clear of any and all liens, claims, liabilities, encumbrances, or other interests if:

(i) applicable non-bankruptcy law permits sale of such property free and clear of

such interest;

(ii) each entity holding a lien, claim or interest consents;

(iii) such interest is a lien and the price at which such property is to be sold is greater

than the aggregate value of all liens on such property;

(iv) such interest is a bona fide dispute; or

(v) such entity could be compelled, in a legal or equitable proceeding, to accept a

money satisfaction of such interest.

11 U.S.C. § 363(f); In re Smart World Tech., LLC, 423 B.R. 166, 169 n. 3 (2d Cir. 2005); In re

Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988) (determining Bankruptcy Code § 363(f) is written in the disjunctive; the court may approve a sale “free and clear” provided at least one of the subsections is met). The Debtors anticipate that they will obtain any necessary consent required to comply with Bankruptcy Code § 363(f), or will demonstrate that such secured claims are subject to bona fide dispute, or could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest, or will satisfy one or more sections of §363(f).

27. To the extent there are any, the Debtors are selling the Property free and clear of all successor liability claims, in addition to liens, claims, and encumbrances. See, e.g., In re

Trans World Airlines, Inc., 322 F.3d 283, 288-90 (3d Cir. 2003); In re Chrysler, LLC, 576 F.3d

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108, 126 (2d Cir. 2009); American Living Sys. v. Bonapfel (In re All Am. of Ashburn, Inc.), 56

B.R. 186, 189-90 (Bankr. N.D. Ga. 1986), aff’d, 805 F.2d 1515 (11th Cir. 1986).

C. Bon Eau may credit bid its Secured Claims at the Auction.

28. Bankruptcy Code § 363(k) provides a secured creditor the absolute right to credit bid its secured claims at the sale of the property securing its debt unless the Court orders otherwise. See 11 U.S.C. § 363(k); In re SunCruz Casinos, LLC, 298 B.R. 833, 838-39 (Bankr.

S.D. Fla. 2003). Pursuant to Bankruptcy Code § 363(k), Bon Eau, or its assignee, has the right to credit bid its secured claim on the Property. In the event that Bon Eau, or its assignee, is not the

Successful Bidder, its liens shall attach to the proceeds of the sale.

D. The Property will be sold in good faith.

29. Bankruptcy Code § 363(m) provides that reversal or modification on appeal of a transaction authorized under Bankruptcy Code § 363(b) does not affect the validity of the sale to an entity that acquired the property in good faith. See 11 U.S.C. § 363(m); In re Stadium Man.

Corp., 895 F.2d 845 (1st Cir. 1990); In re Adamson Co., 159 F.3d 896 (4th Cir. 1998).

30. Although the Bankruptcy Code does not define good faith, courts have recognized that the kind of misconduct that would destroy a good faith status involves fraud, collusion between buyers and some offerors, or an attempt to take grossly unfair advantage of other offerors. In re Abbott Dairies of Penn, Inc., 788 F.2d 143, 147 (3rd Cir. 1986); In re Gucci, 126

F.3d 380, 390 (2d Cir. 1997).

31. The Debtors negotiated the APA with Bon Eau at arms’ length and in good faith.

Bon Eau is not affiliated with, or owned in whole or in part by anyone associated with the

Debtors. Accordingly, the Debtors request that the Order approving the sale find that if Bon Eau

Page 15 of 23 is the successful Bidder, Bon Eau is a good-faith purchaser entitled to protections of Bankruptcy

Code § 363(m).

E. The Bid Procedures are appropriate and will maximize the value received from the Property.

32. Courts uniformly recognize that procedures intended to enhance competitive bidding are consistent with the goal of maximizing the value received by the estate and therefore are appropriate in the context of bankruptcy sales. See, e.g., In re Montgomery Ward Holding

Corp., Case NO. 97-1409 (PJW) (Bankr. D. Del. Aug. 6, 1997); In re Financial News Network,

Inc., 126 B.R. 152, 156 (Bankr. S.D.N.Y. 1991) (stating “court-imposed rules for the disposition of assets . . . [should] provide an adequate basis for comparison of offers, and [should] provide for a fair and efficient resolution of bankruptcy estates.”)

33. The proposed Bid Procedures will allow the Debtors to conduct the Auction in a controlled, fair and open fashion that will encourage participation by financially capable bidders who demonstrate the ability to close a transaction, thereby increasing the likelihood that the

Debtors will receive the best possible consideration for the Property. They also allow the

Debtors to undertake the Auction process in as expeditious a manner as possible, which the

Debtors believe is essential to maintaining and maximizing the value of the estates as they are required to do.

34. Debtors believe that the Bid Procedures will encourage bidding for the Property and are appropriate under the relevant standards governing auction proceedings and bidding incentives in bankruptcy proceedings. See Integrated Resources, 147 B.R. at 659; In re 995

Fifth Avenue Assocs., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989).

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F. Assumption and rejection of certain executory contracts and unexpired leases should be approved.

35. Debtors seek approval to assume certain executory contracts specified in Schedule

1.1(h) of the APA (the “Accepted Executory Contracts,” or, as defined in the APA, the

“Assumed Contracts”) and seek approval to reject all executory contracts not listed therein (the

“Rejected Executory Contracts”).

36. Bankruptcy Code § 365(a) authorizes a debtor-in-possession to assume and assign

or reject an executory contract or unexpired lease subject to the bankruptcy court’s approval. 11

U.S.C. § 365(a); see Stewart Title Guar. Co. v. Old Republic Nat’l Title Ins. Co., 83 F.3d 735,

741 (5th Cir. 1996). A debtor’s decision to assume or reject an executory contract or unexpired

lease is subject to the “business judgment” test. In re Gardinier, Inc., 831 F.2d 974, 976 n.2

(11th Cir. 1987); In re Chira, 367 B.R. 888, 898 (S.D. Fla. 2007); In re Prime Motors, Inc., 124

B.R. 378, 381 (Bankr. S.D. Fla. 1991). The sole inquiry is whether assumption or rejection will

benefit these estates. Id.; see also In re Hawaii Dimensions, Inc., 47 B.R. 425, 427 (D. Haw.

1985) (“[u]nder the business judgment test, a court should approve a debtor’s proposed rejection

if such rejection will benefit the estate”).

37. In applying the “business judgment” test, courts should show great deference to

the Debtors’ decision to assume or reject an executory contract. See Summit Land Co. v. Allen

(In re Summit Land Co.), 13 B.R. 310, 315 (Bankr. D. Utah 1981) (absent extraordinary

circumstances, court approval of Debtors’ decision to assume or reject an executory contract

“should be granted as a matter of course”). As long as the decision to assume or reject is a

reasonable exercise of business judgment, courts should approve the assumption or rejection of

an executory contract or unexpired lease. See, e.g., NLRB v. Bildisco and Bildisco, 465 U.S. 513,

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523 (1984); Group of Institutional Investors v. Chicago M. St. P. & P. R. R. Co., 318 U.S. 523

(1943).

38. The Debtors seek to assume those revenue generating Accepted Executory

Contracts which are beneficial to the estates, Bona Eau, and any other buyer. The Debtors seek

to reject the Rejected Executory Contracts because they have determined that Bon Eau does not

wish to be bound by them because they are burdensome and provide no benefit to the Property

which are more valuable without them. The Debtors expect the same to be true for any other

buyer.

39. The Debtors reserve the right to amend the Motion to request the assumption of any contract necessary to implement the sale, subject to appropriate notice.

WHEREFORE the Debtors respectfully request the entry of an Order, the proposed form of which is attached as Exhibit “C”:

A. Authorizing the Debtors to sell the Property;

B. Approving the form of the APA;

C. Approving the Bidding Procedures set forth herein;

D. Approving the Sale and Auction procedures set forth herein;

E. Setting the Auction for January 17, 2011 (to be approved and set by the Court);

F. Setting a Sale Hearing for January 20, 2011, or as soon thereafter as the matter

may be set for hearing in the Court’s calendar;

G. Approving the form and manner of notice of the Bidding Procedures and the sale

as set forth herein;

Page 18 of 23

H. Approving the rejection of the Executory Contracts; and

I. Granting such other relief as may be just and proper.

Dated: November 23, 2010.

/s/ Daniel R. Fogarty______Stephen R. Leslie (Florida Bar No. 000349) Daniel R. Fogarty (Florida Bar No. 017532) STICHTER, RIEDEL, BLAIN & PROSSER, P.A. 110 Madison Street - Suite 200 Tampa, Florida 33602 Phone: (813) 229-0144 Fax: (813) 229-1811 Email: [email protected] Attorneys for Debtor

Page 19 of 23

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the EMERGENCY MOTION OF

COLONIAL CONSTRUCTION COMPANY, INC., COLONIAL READY MIX, LLC, AND

CCC TRUCKING, LLC FOR ENTRY OF AN ORDER (A) AUTHORIZING THE SALE OF

SUBSTANTIALLY ALL OF THE ASSETS OWNED BY DEBTORS COLONIAL

CONSTRUCTION COMPANY, INC., COLONIAL READY MIX, LLC, AND CCC

TRUCKING, LLC, FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES

PURSUANT TO 11 U.S.C. § 363; (B) ESTABLISHING BID PROCEDURES AND SALE

PROCESS; (C) APPROVING ASSET PURCHASE AGREEMENT; (D) APPROVING FORM

AND MANNER OF NOTICES; (E) SCHEDULING AUCTION AND FINAL SALE

APPROVAL HEARING; (F) AUTHORIZING THE REJECTION OF CERTAIN

EXECUTORY CONTRACTS AT THE SALE HEARING AND AUTHORIZING THE

ASSUMPTION AND ASSIGNMENT OF OTHERS; AND (G) GRANTING RELATED

RELIEF with all Exhibits has been furnished by the Court’s CM/ECF system or by U.S. Mail on

November 23, 2010, to:

All Creditors and Parties in Interest United States Trustee

/s/ Daniel R. Fogarty __ Daniel R. Fogarty

Page 20 of 23

Label Matrix for local noticing 4-Star Power Equipment ASAP Enterprises of Sarasota 113A-9 3776 North Access Rd 5377 McIntosh rd Case 9:10-bk-20398-DHA Englewood, FL 34224-8681 Sarasota, FL 34233-3455 Middle District of Florida Ft. Myers Tue Nov 23 16:43:28 EST 2010 Aflac Airgas Allied Crane Remittance Processing Svcs. P.O. BOX 26444 P.O. Box 7586 1932 Wynnton Rd. Tampa, FL 33623-6444 Naples, FL 34101-7586 Columbus, GA 31999-0001

Ally Financial Inc. f/k/a GMAC Inc. Adam L Alpert Amberjack Sanitation, Inc. P O Box 130424 Bush Ross P.A. P.O. Box 2184 Roseville, MN 55113-0004 Post Office Box 3913 Englewood, FL 34295-2184 Tampa, FL 33601-3913

American Express Business Finance Corp. American Express Business Finance Corp. American Metals Supply, Inc. 1901 Butterfield Rd. Suite 100 Attn: Stephen J. Pascale, President 3119 Queen Palm Drive Downers Grove, IL 60515-7915 900 Lanidex Plaza Tampa, FL 33619-1335 Parsippany, NJ 07054-2707

Ardaman & Associates, Inc. Arlington Environmental Services, Inc. Armour Tight Concrete, LLC Dept. 1668 P.O. Box 657 3904 15th St E Denver, CO 80291-1668 Okeechobee, FL 34973-0657 Bradenton, FL 34208-4624

Atlantic Supply Auto Owners Insurance BCBS H15680250 WC P.O. Box 17620 P.O. Box 30315 PO Box 2913 Clearwater, FL 33762-0620 Lansing, MI 48909-7815 Jacksonville, FL 32231-0024

Barrett Tree Service Beck Industrial Bentley Systems P.O. Box 155 2003 FM 1516 N 685 Stockton Drive Felton, GA 30140-0155 Converse, TX 78109-3760 Exton, PA 19341-1151

Big Island Excavating at Blanchard Machinery Co. Bon Eau Enterprises, Inc. Quality Materials Mine 3151 Charlestin Hwy c/o Gregory M. McCoskey, Esq. 7000 Big Island Ranch Road West Columbia, SC 29172-2723 100 S. Ashley Dr., Suite 1300 Naples, FL 34120-2454 Tampa, FL 33602-5309

Bradenton Fuel Oil Inc. C & C Fabricators, Inc. C.A. Rucker Enterprises, Inc. 6116 21st Street East P.O. Box 1670 P.O. Box 143 Bradenton, FL 34203-5005 2095 Winder Highway Elberton, GA 30635-0143 Dacula, GA 30019-2211

CCBCC CEA Materials LLC CNH Capital Amercica, LLC William B. Elmore, President P.O. Box 10007 PO Box 0507 4100 Coca-Cola Plaza Brooksville, FL 34603-0007 Carol Stream, IL 60132-0001 Charlotte, NC 28211-3588

CNH Capital America LLC CNH Capital America, LLC Calkins Gas 100 Brubaker Ave Attn: Steven Bierman, Manager 2920 Avenue of the Americas New Holland, PA 17557-1661 6900 Veterans Blvd. Englewood, FL 34224-8284 Burr Ridge, IL 60527-5640

Center of Surgical Excellence Century Link Century Link Eroc Scanning 8421 Pointe Loop Drive formerly Embarq Attn: Data Distribution Venice, FL 34293-2232 PO Box 219008 Mailstop: FLAPLA0107 Kansas City, MO 64121-9008 PO Box 165700 Almonte Springs, FL 32716-5700

Certified Slings Charlotte County Health Department Charlotte County Tax Collector P.O. Box 180127 Environmental Health Room # 2003 County Administration Center Cassleberry, FL 32718-0127 18500 Murdock Circle 18500 Murdock Circle Port Charlotte, FL 33948-1068 Port Charlotte, FL 33948-1068

Charlotte County Utilities Charlotte Desoto Building Chase Card Services P.O. Box 516000 Industry Assoc Cardmember Service Punta Gorda, FL 33951-6000 17984 Toledo Blade Blvd PO Box 15153 Port Charlotte, FL 33948-1021 Wilmington, DE 19886-5153

Chase Home Finance CitiCapital Commercial Corp CitiCapital Commercial Leasing Corp PO Box 9001871 Branch 8201 Ridgepoint Drive Branch 8201 Ridgepoint Drive Louisville, KY 40290-1871 Irving, TX 75063-3160 Irving, TX 75063-3160

Citicapital Commercial Corp Citicapital Commercial Leasing Corp Clarence White Tires Attn: Lisa Hoffman, AS Attn: Robert J. Jovan, DS PO Box 1793 3800 Citigroup Center Drive 3950 Regent Mango, FL 33550-1793 Tampa, FL 33610 Irving, TX 75063-2244

Cogent Systems Collier Aggregates, LLC Colonial Pacific Leasing Corporation Randy A. Dayle, President P. O. Box 990099 c/o Bush Ross, P.A. 24 Courthouse Square, #802 Naples, FL 34116-6059 Attn: Adam Lawton Alpert, Esq. Rockville, MD 20850-2344 Post Office Box 3913 Tampa, FL 33601-3913

Comcast Communications Comdata Comdata Corporation P.O. Box 105184 P.O. Box 100647 5301 Maryland Way Atlanta, GA 30348-5184 Atlanta, GA 30384-0647 Brentwood, TN 37027-5028

Commercial Carrier Logistics, LLC. Con-Serv, Inc. Concrete Ready Mix 1623 Payshere Circle Airport Industrial Park 7301 NW 47th St Chicago, IL 60674-0001 685 Aviation Blvd. , FL 33166-6428 Georgetown, SC 29440-8717

Concrete Reinforcing Products Copy Concepts Inc Danny Vines 'A Construction P.O. Box 100527 11901 Metro Parkway Pump Rental Fort Lauderdale, FL 33310-0527 Ft Myers, FL 33966-1310 96 Blair Hollow Rd Taft, TN 38488-5217

Deep South Cranes Department of Labor and Security Department of Revenue POM Box 37159 Hartman Building Suite 307 PO Box 6668 Pensacola, FL 32526-0159 2012 Capital Circle Southeast Tallahassee FL 32314-6668 Tallahassee FL 32399 0648

Dorsett Signs Drake Gas Co., Inc. Eastern Portland Cement Co. 258 S. Grove St. 756 Athens Rd P. O. Box 60227 Venice, FL 34285-4611 Lexington, GA 30648-1907 Ft. Myers, FL 33906-6227

Eastern Portland Cement Corporation Edge Financial Group, P.A. Elematic, INC c/o J. Jeffrey Rice P.O. Box 10080 W510362 P.O. Box 2366 Gulfport, MS 39505-0080 P. O. Box 7777 Fort Myers, FL 33902-2366 Philadelphia, PA 19175-0362

Euclid Chemical Company FCCI Insurance Company FPL PO Box 931111 6300 University Parkway General Mail Facility Cleveland, OH 44193-1406 Sarasota, FL 34240-8424 Miami, FL 33188-0001

Farr Law Firm Client Fastenal Company FedEx 99 Nesbit Street P.O. Box 1286 P.O. Box 94515 Punta Gorda, FL 33950-3636 Winona, MN 55987-7286 Palatine, IL 60094-4515

FleetPride Florida Community Bank Florida Community Bank PO Box 281811 1255 Tamiami Trail Attn: Stephen L. Price, CEO Atlanta, GA 30384-1811 Port Charlotte, FL 33953-3814 1400 N. 15th Street Immokalee, FL 34142-2189

Florida Community Banks, Inc. Florida Onsite Wastewater Florida Rock Industries GCR Attn: Shouppe W. Howell Association, Inc. Florida Rock Division 406 S. Waukesha P.O. Box 950368 PO Box 620000, STOP 9927 Po Box 307 Lake Mary, FL 32795-0368 Orlando, FL 32891-9927 Bonifay, FL 32425-0307

Florida Spring and Axel Svc, Inc. Ford Credit Ford Motor Credit Company 2335 Rockfill Road P. O. Box 105697 Attn: Michael Bannister, Manager Ft. Myers, FL 33916-4819 Atlanta, GA 30348-5697 One American Road Dearborn, MI 48126-2701

Fortress Block, LLC. GE Capital GMAC 26475 Eagle Blvd. P. O. Box 6229 PO Box 78234 PuntaGorda, FL 33950-8356 Carol Stream, IL 60197-6229 Phoenix, AZ 85062-8234

GMAC Auto GMAC c/o Gastro Assoc. of Venice/Englewood P. O. Box 105677 Ally Financial. Inc. PO Box 1764 Atlanta, GA 30348-5677 Attn: Michael A. Carpenter, CEO Venice, FL 34284-1764 1177 Ave. of Americas 16th Floor New York, NY 10036-2714

Gold Bank Gold Bank Gold Coast Crane 4502 Cortez Road West Attn: Dave Froelich, Secretary 4450 N. 29th Ave Bradenton, FL 34210-3143 4502 Cortez Road West Hollywood, FL 33020-1089 Bradenton, FL 34210-3143

Gulf Coast Crane HOLCIM (US), INC. Harllee & Bald, P.A. P.O. Box 50458 c/o Charles C. Lane, Esq. 202 Old Main Street Fort Myers, FL 33994-0458 Lau Lane Pieper Conley & McCreadie, PA Bradenton, FL 34205-7817 PO Box 838 Tampa, FL 33601-0838

Harsco Infrastructure Americas Hartman's Printing High Reach 2 6811 E. 14th Ave 2828 S. McCall Road 615 Hickman Circle Tampa, FL 33619-2917 Englewood, FL 34224-7791 Sanford, FL 32771-6937

Holcim Holcim Holske Construction P. O. Box 951240 P.O. Box 951240 1455 Crest Drive Texas 75395-1240 Dallas, TX 75395-1240 Englewood, FL 34223-1601

Home Depot Hughey & Associates Husqvarna Construction Products Francis S. Blake, CEO Construction Inc. P.O. BOX 2771 2455 Paces Ferry Road P.O. Box 1892 CAROL STREAM, IL 60132-0001 Atlanta, GA 30339-1834 Venice, FL 34284-1892

Hyphen Solutions Infra Metals Integrated Construction Resources P.O. Box 849936 5208 24th Avenue South Deirdre Francoletti Dallas, TX 75284-9936 Tampa, FL 33619-5365 7518 Quarry St Englewood, FL 34224-8788

(p)INTERNAL REVENUE SERVICE J. & J. Crane Inc. J.J. Keller CENTRALIZED INSOLVENCY OPERATIONS 1263 Wagon Wheel Drive 3003 Breezewood Lane PO BOX 21126 Sarasota, FL 34240-9472 P.O. Box 548 PHILADELPHIA PA 19114-0326 Neenah, WI 54957-0548

Jack C. Stovall, Jr. KIP America KRB Machinery 1623 Hartwell Highway 21146 Network Place 1058 Cool Creek Road Elberton, GA 30635-8404 Chicago, IL 60673-0001 Wrightsville, PA 17368-9126

Key Equipment Finance Labor Ready Jeffrey W. Leasure P. O. Box 74713 P.O. Box 740435 Jeffrey W. Leasure, PA Cleveland, OH 44194-0796 Atlanta, GA 30374-0435 P O Box 61169 Fort Myers, FL 33906-1169

Stephen R Leslie Lindberg Glaze Tire & Repair Service Linder Industrial Machinery Co. Stichter, Riedel, Blain & Prosser 1969 Eliam Rd 2201 Rockfill Road 110 East Madison Street, Suite 200 Elberton, GA 30635-5915 Fort Myers, FL 33916-4817 Tampa, FL 33602-4718

Lube-N-Go M & I Bank M&I Bank 3350 Placida Rd. P. O. Box 3114 PO Box 1111 Englewood, FL 34224-9009 Milwaukee, WI 53201-3114 Madison, WI 53701-1111

M&I Bank M&I Marshall & Ilsley Bank M&I Marshall & Ilsley Bank PO Box 3203 Attn Retail Collections BRK 180 RC c/o Gregory M. McCoskey, Esq. Milwaukee, WI 53201-3203 770 N Water Street 100 S. Ashley Drive, Suite 1300 Milwaukee, WI 53202-3509 Tampa, FL 33602-5309

M&I Marshall & Ilsley Bank M&I Marshall & Ilsley Bank M&S Electric, Inc 401 N. Executive Drive Attn: San W. Orr, Director P.O. Box 631 Brookfield, WI 53005-6013 770 N. Water Street Elberton, GA 30635-0631 Milwaukee, WI 53202-3509

M.A. Industries Maple Tree Transportation, Inc. Max's Truck Tire Repairs Lockbox #101283 c/o Forrest River 717 US 1 Atlanta, GA 30392-1283 55470 County Road 1 Key West, FL 33040-5643 Elkert, IN 46514-9765

Gregory M McCoskey McGabe & Vaughn, P.A. McLanahan Crushed Stone, Inc. Glenn Rasmussen & Fogarty, P.A. 1400 Prudentioal Drive, Suite 5 P.O. Box 10 P.O. Box 3333 Jacksonville, FL 32207-8177 Elberton, GA 30635-0010 Tampa, FL 33601-3333

McNeilus Branch Florida Victor G. Mellor Metro Scale & Systems, Inc. 3000 Main Ave 13124 Via Flavia 2130 Park 82 Drive Lakeland, FL 33801-9764 Placida, FL 33946-2137 Fort Myers, FL 33905-3715

Michael J. Looney, Inc. Midco / Bi County Midco- Bicoastal 150 N. Indiana Avenue 2212 Sixth Street 2212 Sixth Street Englewood, FL 34223-2956 Sarasota, FL 34237-2802 Sarasota, FL 34237-2802

Mike Labar Pool Service Mullins Equipment Neff Rental 70 Mariner Lane 1017 Meridian Street, NE P.O. Box 405138 Rotonda West, FL 33947-2000 Huntsville, AL 35801-4635 Atlanta, GA 30384-5138

Newton Supply Nichols Concrete Equipment Co., Inc. Northern Safety Co., Inc. dba Newton Supply P.O. Box 454 P.O. Box 4250 P.O. Box 1055 Saginaw, AL 35137-0454 Utica, NY 13504-4250 Osprey, FL 34229-1055

Nucor Steel Birmingham, Inc. Office of US Attorney Old Castle Coastal P. O. Box 65019 Attn Civil Process Clerk 9009 Corporate Lake Drive Charlotte, NC 28265-0019 400 North Tampa St Suite 3200 Tampa, FL 33634-2367 Tampa FL 33602-4774

PSI International Paetec Paul Bigness 11337 Distribution Ave. West P.O. Box 1317 100 Crestview Drive Jacksonville, FL 32256-2746 Buffalo, NY 14240-1317 Englewood, FL 34223-4216

Paul Yoder Auto Sales Perry and Julee Lawrence Perry and Julee Lawrence 1860 N. Washington Blvd. 325 Green Dolphin Drive c/o Mark Wolfson Sarasota, FL 34234-7525 Placida, FL 33946-2238 Foley & Lardner, LLP 100 N Tampa St - Suite 2700 Tampa, FL 33602-5810

Tonya Willis Pitts Power Kleen Corp. Preferred Rock of Corkscrew, LLC McIntyre Panzarella Thanasides, et. al. 101 S. Bayview Blvd. 1001 E. Hector Street 1819 Main Street, Suite 207 Oldsmar, FL 34677-3101 Suite # 100 Sarasota, FL 34236-5993 Conshohocken, PA 19428-2395

Premier American Bank, N.A. Pro Weld International QI Exchange LLC (Ford Credit) c/o Jeffrey W. Leasure, Esq. P.O. Box 504785 P. O. Box 239850 P. O. Box 61169 St. Louis, MO 63150-4773 Las Vegas, NV 89105-9850 Fort Myers, FL 33906-1169

Quest Diagnostics Rainsoft/Distributed by CCW Inc. Randy J. Mellor Construction P. O. Box 740709 1544 Market Circle Unit 991 3230 Rustic Road Atlanta, GA 30374-0709 Port Charlotte, FL 33953-3870 Nokomis, FL 34275-3201

Rexel Robert's Tire Pressure Control Rotonda West Association, Inc Dept. AT 40191 Parts and Services 3754 Cape Haze Drive Atlanta, GA 31192-0191 14255 West Shorecliff Court Rotonda West, FL 33947-2312 Crystal River, FL 34429-5154

Rubber Goods Inc. Russell W. Clim SMH Physician Services 7217 NW 79 Terrace 17328 Young Ave. PO Box 863408 Medley, FL 33166-2209 Port Charlotte, FL 33948-1353 Orlando, FL 32886-0001

Samuel Perry Lawrence Sarasota County Tax Collector School District Publishing c/o Mark J. Wolfson 101 S. Washington Blvd. P.O. Box 489 Foley & Lardner LLP Sarasota, FL 34236-6993 Riesel, TX 76682-0489 100 N. Tampa St., #2700 Tampa, FL 33602-5810

Sir Speedy Printing Southway Crane & Rigging LLC Southway Crane & Rigging-Macon LLC 317 N. Orange Avenue P.O. Box 548 9592 Highway 57 Orlando, FL 32801-1610 Fortson, GA 31808-0548 McIntyre, GA 31054-2818

Southwest Mobile Mechanic Southwestern Suppliers, Inc. Specialty Parts 21536 Seaton Ave P.O.Box 75069 4145 Whidden Blvd Unit 7 Port Charlotte, FL 33954-3250 Tampa, FL 33675-0069 Port Charlotte, FL 33980-8411

Stahlco Concrete Pumping, Inc. Stand Tech Martin Standard Industries P.O. Box 1564 PO Box 2220 448 Main St. Fortson, GA 31808-1564 Tampa, FL 33601 Reiserstown, MD 21136-1906

Standley Batch Systems, Inc. Steele Truck Center, Inc. Strand-Tech Martin 505 Aquamsi St. 2150 Rockfill Rd P. O. Box 2220 P. O. Box 800 Fort Myers, FL 33916-4816 Summerville, SC 29484-2220 Cape Girardeau, MO 63702-0800

Stud Welding Associates, Inc Sunbelt Rentals, Inc Suntrust P.O. Box 504785 P.O. Box 409211 Consumer Loan Payments St. Louis, MO 63150-4773 Atlanta, GA 30384-9211 Po Box 791144 Baltimore, MD 21279-1144

Suzanne Holske TYCSA TYCSA 1190 Larchmont Drive Nueva Montana S/N Poligono Industrial Nueva Englewood, FL 34223-4624 Cantabria, Spain Montana S/N 39011 Santander (Spain)

Terry Supply Company The Provident Bank The Provident Bank, Inc 6211 17th St. East 1549 Ringling Blvd. Attn: Michael McCuen Bradenton, FL 34203-5097 Sarasota, FL 34236-6764 One East Fourth Street Cincinnati, OH 45202-3717

Tonya Willis Pitts, Esq. Turner Concrete Co Inc UPS on behalf of Lyle Wallace 1146 Old Middleton Road Robert Lekites, President McIntyre, Panzarella, Thanasides, Eleff Elberton, GA 30635-4517 1400 N. Hurstborne Pkwy 1819 Main Street, Suite 207 Louisville, KY 40223-4015 Sarasota, FL 34236-5993

UniFirst United States Trustee - FTM V Shop Truck Repair Po Box 101 Timberlake Annex, Suite 1200 P.O. Box 339 Fort Myers, FL 33902-0101 501 E. Polk Street Elberton, GA 30635-0339 Tampa, FL 33602-3949

Venice Emergency Medical Assoc. Venice Regional Medical Center Venwood Awards PO Box 30640 540 The Rialto 1845 Englewood Road Alexandria, VA 22310-8640 Venice, FL 34285-2900 Englewood, FL 34223-1822

Verizon Lyle Wallace Waste Away Portables P.O. Box 660108 McIntyre Panzarella Thanasides P.O. BOX 921 Dallas, TX 75266-0108 1819 Main Street Elberton, GA 30635-0921 Suite 207 Sarasota, FL 34236-5993

Waste Management J Steven Wilkes Winzer Corportation 25514 Old Landfill Rd Office of United States Trustee 10560 Markison Road Punta Gorda, FL 33980-3401 501 East Polk Street Dallas, TX 75238-1694 Tampa, FL 33602-3949

Wire Source Wire Source Mark J. Wolfson 2207 Seaman Circle Chad Henderson Foley & Lardner Atlanta, GA 30341-1525 2207 Seaman Circle 100 North Tampa Street, Suite 2700 Atlanta, GA 30341-1525 PO Box 3391 Tampa, FL 33601-3391

Youngquist Brothers Rock, Inc. Zurla Trucking Co. Inc. 15401 Alico Rd. P.O. Box 50643 Fort Myers, FL 33913-8232 Fort Myers, FL 33994-0643

The preferred mailing address (p) above has been substituted for the following entity/entities as so specified by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4).

Internal Revenue Service (d)Internal Revenue Service Centralized Insolvency Operations P.O. Box 21126 PO Box 21126 Philadelphia, PA 19114 Philadelphia, PA 19114-0326

The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address.

(u)David H. Adams (d)Colonial Pacific Leasing Corporation (d)Florida Community Bank Fort Myers c/o Bush Ross, P.A. 1255 Tamiami Trail Attn: Adam Lawton Alpert, Esq. Port Charlotte, FL 33953-3814 PO Box 3913 Tampa, FL 33601-3913

(d)GMAC (u)Julee Jill Lawrence (u)Samuel Perry Lawrence PO Box 78234 Phoenix, AZ 85062-8234

(d)M&I Marshall & Ilsley Bank (d)M&I Marshall & Ilsley Bank (d)Preferred Rock of Corkscrew, LLC Attn: Retail Collections-BRK-180-RC c/o Gregory M. McCoskey, Esq. 1001 E. Hector Street 770 N. Water Street 100 S. Ashley Drive, Suite 1300 Suite # 100 Milwaukee, WI 53202-3509 Tampa, FL 33602-5309 Conshohocken, PA 19428-2395

(u)Premier American Bank, N.A. (d)Premier American Bank, N.A. End of Label Matrix c/o Jeffrey W. Leasure, Esq. Mailable recipients 214 P.O. Box 61169 Bypassed recipients 11 Fort Myers, FL 33906-1169 Total 225