Asset Sales Databank - 11th Circuit

In re Washington Loop, LLC, Docket No. 9:11-06053 (Bankr. M.D. Fla. March 31, 2011) (jointly administered with In re Westpoints Investment Partners VIII, LLC, Docket No. 9:12-00112 (Bankr. M.D. Fla. Jan. 5, 2011).

Tue, 13 Aug 2013 15:25:05 +0000

Status:

Completed

Link to Docket:

Click here

Judge:

Hopkins

Sale of Substantially All Assets:

Yes

Description of Assets:

Mining facilities, including real property, improvements and equipment

6 years 51 weeks ago

Price Range:

5M-10M

Proposed Sale Price:

N/A

Bid Protection Ratio:

N/A

Stalking Horse:

If yes, who?:

N/A

Credit Bid:

Yes

If yes, identify capital stack position of debt:

Purchaser 1 was a secured creditor who held a first-lien mortgage on certain pieces of real property. Purchaser 2 was a secured creditor who held a second-lien mortgage on certain pieces of real property.

Qualified Bidder Requirements:

(1) timely submission of bid; (2) proof of financial ability to close; (3) timely posting of $100,000.00 refundable deposit; (4) completion of due diligence.

Supplemental Bid Requirements:

Both the successful bidder and the back-up bidder must increase their respective deposits to $500.00.

Due Diligence Limitations:

N/A

Required Deposit:

$100,000.00

Initial Over Bid Requirement and Bid Increment Data:

N/A

Bid Protections (including break up fees, cost reimbursements, etc.):

N/A

Bid protections as percent of proposed price:

N/A

Was Break-up fee allowed?:

N/A

If so, list breakup fee as percent of proposed price:

N/A

Procedures concerning contracts and leases (§365):

Debtors agree to provide the purchaser the ability to assume and assign any of the debtors’ executory contracts within thirty (30) days following consummation, otherwise such contacts will be deemed rejected.

Objection Filed to Proposed Terms:

Yes

If yes, provide details:

Two secured creditors holding mortgage liens on certain proposed sale properties objected to the Sale Motion on the following basis: (1) the sale motion did not allow a qualified bidder to credit bid (2) the sale motion provided for a “standard purchase and sale agreement,” without disclosing the terms of this agreement or what title work would be available to proposed purchasers; (3) the sale motion lacked detail as to actual sale procedures, treatment of secured claims, and information available to proposed bidders. The Objection to the Sale Motion is found in Objection to the Second Amended Disclosure Statement.

Proposed Terms Modified:

Yes

If yes, provide details:

The objection became moot when the chapter 11 trustee filed a Disclosure Statement in Support of Joint Agreed Liquidating Plan which contemplated a purchase of the property by the secured creditors pursuant to a credit bid. The Sale Motion was denied as moot because, rather than pursue a 363 sale, the sale was approved pursuant to the plan.

Purchaser:

ROBI1956 (Purchaser 1) and LKRT, LLC (Purchaser 2)

Actual Sale Price:

Purchaser 1 paid $3,100,000.00. $3,000,000.00 by credit bid and $100,000.00 in cash. Purchaser 2 credit bid in the amount of $6,000,000.00

Reported Decision:

N/A

Submitter and Affiliation:

Jessica Diab, Weil, Gotshal & Manges LLP

Today's Date:

Tue, 2013-08-13

In re Pharmed Grp. Holdings, Inc., Docket No. 07-19187 (Bankr. S.D. Fla. Oct. 26, 2007)

Tue, 21 Jun 2011 21:52:00 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Substantially all assets.

11 years 9 weeks ago

Price Range:

15M - 20M

Proposed Sale Price:

$15.6 million + assumed liabilities

Bid Protection Ratio:

N/A

Qualified Bidder Requirements:

(1) Disclosure of the identity of all persons, corporations, or other entities that hold an ownership interest in the bidder, and whether there is a relationship between the bidder, any other prospective bidder and/or the Debtor; (2) Deposit (see below); (3) Evidence demonstrating bidder’s financial ability to close and to consummate an acquisition of the assets, including the bidder’s ability to provide adequate assurance of future performance under any unexpired leases and executory contracts.

Supplemental Bid Requirements:

None.

Due Diligence Limitations:

N/A

Required Deposit:

$875,000

Initial Over Bid Requirement and Bid Increment Data:

$475,000 initial overbid requirement; $100,000 increments thereafter.

Bid Protections (including break up fees, cost reimbursements, etc.):

(1) $375,000 in expense reimbursement. (2) If stalking horse bidder is the second-highest bidder, it will be a backup bidder if the highest bidder does not close the sale. The backup bidder’s deposit will be held until the closing of the sale (so long as the closing date is not extended, unless the back-up consents to such extension). (3) If the stalking horse bidder is neither the highest nor second-highest bidder, it has the right to stand as an additional back-up buyer and to close the deal at its final bid amount. If the stalking horse bidder so elects, its deposit will be retained until the deal is closed.

Bid protections as percent of proposed price:

N/A

Procedures concerning contracts and leases (§365):

Each bid should designate which executory contracts and leases the bidder wishes to be included in the transaction.

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Yes

Actual Sale Price:

$15.6 million + assumed liabilities

Reported Decision:

None

Submitter and Affiliation:

Steven J. Reisman, Curtis, Mallet-Prevost, Colt & Mosle LLP

Today's Date:

Tue, 2011-06-21

In re Higdon Furniture Co., Docket No. 07-40562 (Bankr. N.D. Fla. Oct. 31, 2007)

Tue, 21 Jun 2011 20:45:10 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Substantially all of the Debtor’s assets, including all cash and cash equivalents, machinery, equipment, motor vehicles, tools, furniture, accounts receivable, and real property.

11 years 9 weeks ago

Price Range:

1M - 5M

Proposed Sale Price:

$3,340,000 + assumption of certain payables

Bid Protection Ratio:

N/A

Qualified Bidder Requirements:

None - Private sale between Debtor and purchaser.

Supplemental Bid Requirements:

None

Due Diligence Limitations:

None

Required Deposit:

None

Initial Over Bid Requirement and Bid Increment Data:

None

Bid Protections (including break up fees, cost reimbursements, etc.):

None

Bid protections as percent of proposed price:

N/A

Procedures concerning contracts and leases (§365):

Equipment leases will be assumed and assigned to the purchaser.

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Actual Sale Price:

Sale did not close. Purchaser withdrew offer.

Reported Decision:

None

Submitter and Affiliation:

Steven J. Reisman, Curtis, Mallet-Prevost, Colt & Mosle LLP

Today's Date:

Tue, 2011-06-21

Summit View, LLC, et al., Docket No. 8:09-bk-06495 (Bankr. M.D. Fla. Apr. 2, 2009)

Wed, 18 May 2011 23:23:31 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Residential properties and other projects owned by the Debtors

9 years 39 weeks ago

Price Range:

10M - 15M

Proposed Sale Price:

$10.7 million for the Ashley Glen, LLC assets and $500,000 for the Riverwood, LLC assets

Required Deposit:

With respect to the Riverwood, LLC assets only: 10% of the final bid

Initial Over Bid Requirement and Bid Increment Data:

With respect to the Riverwood, LLC assets only: $50,000 over the initial credit bid (i.e., at least $1,050,000) and all subsequent bids in increments of at least $25,000

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Yes

Reported Decision:

None

Submitter and Affiliation:

John Sparacino and Chasless Yancy (Andrews Kurth LLP)

Today's Date:

Wed, 2011-05-18

Blue Stone Real Estate, Construction & Development Corporation et al., Docket No. 8:08-bk-05299 (Bankr. M.D. Fla. Apr. 17, 2008)

Wed, 04 May 2011 17:58:21 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

2002 Ford Thunderbird automobile

10 years 37 weeks ago

Price Range:

0-250K

Proposed Sale Price:

$12,500.00

Qualified Bidder Requirements:

N/A - Private Sale

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Yes

Actual Sale Price:

$12,500.00

Reported Decision:

None

Submitter and Affiliation:

Daniel F. Benavides, Kozyak Tropin & Throckmorton, P.A.

Today's Date:

Wed, 2011-05-04

In re Medical Staffing Network Holdings, Inc., et al., Case No. 10-29101 (Bankr. S.D. Fla. Jul, 2, 2010)

Tue, 03 May 2011 01:35:28 +0000

Status:

Pending

Description of Assets:

Substantially all of the Debtors' assets

8 years 26 weeks ago

Price Range:

50M - 100M

Proposed Sale Price:

Credit bid of $84,122,982.40 plus assumed liabilities

Qualified Bidder Requirements:

To be eligible to participate in the Auction each offer, solicitation or proposal (each, a “Bid”), and each party submitting such a Bid (each, a “Bidder”), must be submitted by the Bid Deadline of August 17, 2010 at 4:00 p.m. and be determined by the Debtors to satisfy each of the following conditions: (a) Good Faith Deposit: Each Bid must be accompanied by a deposit in the amount of $5,000,000 to an interest bearing escrow account to be identified and established by the Debtors (the “Good Faith Deposit”). (b) Same or Better Terms: The Bid must be on terms that, in the Debtors’ business judgment, are substantially the same or better than the terms of the Asset Purchase Agreement. A Bid must include executed transaction documents pursuant to which the Bidder proposes to effectuate the Competing Transaction (the “Modified Asset Purchase Agreement”). A Bid shall include a copy of the Asset Purchase Agreement marked to show all changes requested by the Bidder (including those related to purchase price); provided, however, that the terms of the Modified Asset Purchase Agreement are substantially similar, the same or better than the terms of the Asset Purchase Agreement. A Bid must propose a Competing Transaction involving all or substantially all of the Debtors’ assets or operations. A Bid must propose a purchase price equal to or greater than $84,122,982.40, plus the outstanding Obligations under the DIP Loan Documents in cash (the “Minimum Cash Amount”), plus an amount equivalent to the liabilities being assumed under the Asset Purchase Agreement. A Bid will not be considered by Sellers as qualified for the Auction if (i) such Bid contains additional representations and warranties, covenants, closing conditions, termination rights other than as may be included in the Asset Purchase Agreement (it being agreed and understood that the Modified Asset Purchase Agreement shall modify the Asset Purchase Agreement as needed to comply in all respects with the Bidding Procedures Order and will remove provisions that apply only to the Proposed Purchaser as the stalking horse bidder), (ii) such Bid is not received by Sellers and Purchaser in writing on or prior to the Bid Deadline, and (iii) such Bid does not contain evidence that the Person submitting it has received unconditional debt and/or equity funding commitments (or has unrestricted and fully available cash) sufficient in the aggregate to finance the purchase contemplated thereby. A Bid must obligate the Bidder to pay, to the extent provided in the Asset Purchase Agreement, all Cure Amounts and any cure amounts with respect to the Assumed Executory Contracts for which an Assumption Notice is provided. The Bid shall also identify any executory contracts and unexpired leases of the Debtors that the Bidder wishes to have assumed and assigned to it pursuant to the Competing Transaction. (c) Corporate Authority: The Bid must include written evidence reasonably acceptable to the Debtors demonstrating appropriate corporate authorization to consummate the proposed Competing Transaction; provided, however, that, if the Bidder is an entity specially formed for the purpose of effectuating the Competing Transaction, then the Bidder must furnish written evidence reasonably acceptable to the Debtors of the approval of the Competing Transaction by the equity holder(s) of such Bidder. (d) Proof of Financial Ability to Perform: The Bid must include written evidence that the Debtors reasonably conclude demonstrates that the Bidder has the necessary financial ability to close the Competing Transaction and provide adequate assurance of future performance under all contracts to be assumed and assigned in such Competing Transaction. Such information must include, inter alia, the following: (i) contact names and numbers for verification of financing sources; (ii) evidence of the Bidder’s internal resources and proof of unconditional debt or equity funding commitments, from a recognized banking institution in the amount of the cash portion of such Bid or the posting of an irrevocable letter of credit from a recognized banking institution issued in favor of the Debtors in the amount of the cash portion of such Bid, in each case, as are needed to close the Competing Transaction; (iii) the Bidder’s current financial statements (audited if they exist), provided, that if the Bidder is an entity formed solely for the purpose of the Bid, the Bidder shall include current financial statements (audited if they exist) for such Bidder’s equity holders; and (iv) any such other form of financial disclosure or credit-quality support information or enhancement reasonably acceptable to the Debtors demonstrating that such Bidder has the ability to close the Competing Transaction; provided, however, that the Debtors shall determine, in their reasonable discretion, in consultation with the Debtors’ advisors, whether the written evidence of such financial wherewithal is reasonably acceptable, and shall not unreasonably withhold acceptance of a Bidder’s financial qualifications. (e) Contingencies: A Bid may not (i) contain representations and warranties, covenants, termination rights, financing, due diligence contingencies other than as may be included in the Asset Purchase Agreement (it being agreed and understood that such Bid shall modify the Asset Purchase Agreement as needed to comply in all respects with the Bidding Procedures Order (including removing any termination rights in conflict with the Bidding Procedures Order) and will remove provisions that apply only to the Proposed Purchaser as the stalking horse bidder) and (ii) be conditioned on obtaining financing or any internal approval, or on the outcome or review of due diligence, but may be subject to the accuracy in all material respects of specified representations and warranties at the Closing. (f) Irrevocable: A Bid must be irrevocable through the time of the Auction, provided, however, that if such Bid is accepted as the Successful Bid or the Backup Bid, such Bid shall continue to remain irrevocable, subject to the terms and conditions of these Bidding Procedures.

Due Diligence Limitations:

To participate in the bidding process and to receive access to due diligence (the “Diligence Materials”), a party must submit to the Debtors an executed confidentiality agreement in the form and substance satisfactory to the Debtors and evidence demonstrating the party’s financial capability with respect to the Competing Transaction as determined by the Debtors. A Bid may not (i) contain representations and warranties, covenants, termination rights, financing, due diligence contingencies other than as may be included in the Asset Purchase Agreement.

Required Deposit:

$5,000,000

Initial Over Bid Requirement and Bid Increment Data:

Any Overbid after the Auction Baseline Bid shall be made in increments valued at not less than $100,000. Additional consideration in excess of the amount set forth in the Auction Baseline Bid may include cash and/or noncash consideration, and, in the case of a Bid by the Proposed Purchaser, a credit bid, including, but not limited to, a credit bid of additional First Lien Lender claims (as such term is defined in the Bankruptcy Code) with respect to First Lien Indebtedness.

Bid Protections (including break up fees, cost reimbursements, etc.):

None.

Procedures concerning contracts and leases (§365):

On or before three (3) business days after the entry of the Bidding Procedures Order, the Debtors shall serve by first class mail or hand delivery the notice of potential assumption and assignment of the Scheduled Contracts (the “Cure Notice”), on all non-Debtor parties to the Scheduled Contracts. The Cure Notice shall identify the Scheduled Contract and provide the cure amount that the Debtors believe must be paid to cure all prepetition defaults under the Scheduled Contracts (the “Cure Amounts”). Unless the non-Debtor party to a Scheduled Contract (i) files an objection (the “Cure Amount Objection”) to (a) its scheduled Cure Amount, (b) the assumption and assignment to the Proposed Purchaser of the Scheduled Contracts, or (c) the ability of the Proposed Purchaser to provide adequate assurance of future performance by the Sale Objection Deadline, and (ii) serves a copy of the Cure Amount Objection so as to be received no later than the Sale Objection Deadline to the Debtors, counsel for the Debtors, counsel to the DIP Agent, counsel to the Committee, if any, counsel to the Proposed Purchaser, and the Office of the United States Trustee, such non-Debtor party shall be deemed to consent to the Cure Amount proposed by the Debtors and shall be forever barred and estopped from objecting to the Cure Amount, and from asserting that (A) any additional amounts are due or defaults exist, (B) any conditions to assumption and assignment must be satisfied under such Scheduled Contract before it can be assumed and assigned to the Proposed Purchaser, (C) any required consent to assignment has not been given, or (D) the Proposed Purchaser has not provided adequate assurance of future performance. If the Proposed Purchaser is not the Prevailing Bidder, the non-Debtor parties to the Scheduled Contracts shall have until the Sale Hearing (the “Adequate Assurance Objection Deadline”) to object to the assumption and assignment of such Scheduled Contract solely on the issue of whether the Prevailing Bidder can provide adequate assurance of future performance as required by section 365 of the Bankruptcy Code (an “Adequate Assurance Objection”); provided, however, that if the Proposed Purchaser is the Prevailing Bidder, all Adequate Assurance Objections must be filed by the Sale Objection Deadline; provided, further, however, that all objections to the assumption and assignment of Scheduled Contracts that do not relate to the issue of whether the Prevailing Bidder can provide adequate assurance of future performance must be filed by the Sale Objection Deadline. In the event of a dispute regarding: (a) any Cure Amount with respect to any Scheduled Contract; (b) the ability of the Prevailing Bidder (including the Proposed Purchaser) to provide adequate assurance of future performance as required by section 365 of the Bankruptcy Code, if applicable, under such Scheduled Contract; or (c) any other matter pertaining to assumption, the Cure Amounts shall be paid as soon as reasonably practicable after the closing and following the entry of a final order resolving the dispute and approving the assumption of such Scheduled Contract; provided, however, that the Debtors, with the consent of the Proposed Purchaser or other Prevailing Bidder, as applicable, are authorized to settle any dispute regarding the amount of any Cure Amount or assignment to the Prevailing Bidder (including the Proposed Purchaser) without any further notice to or action, order or approval of the Court. Within two (2) business days after the closing date, the Debtors will file a complete list of the Scheduled Contracts that were assumed and assigned, as of the Closing Date, to the Proposed Purchaser or to the Successful Bidder, to the extent that the Successful Bidder is not the Proposed Purchaser.

Objection Filed to Proposed Terms:

Proposed Terms Modified:

Actual Sale Price:

Credit bid of $84,122,982.40 plus assumed liabilities

Reported Decision:

None

Submitter and Affiliation:

Bruce Buechler, Esq. and Nicole Stefanelli, Esq., Lowenstein Sandler PC

Today's Date:

Fri, 2011-04-29

Mona Lisa at Celebration, LLC, Bankr. M.D. Fla, 6:09-bk-00458, 1/15/09

Sat, 30 Apr 2011 21:11:59 +0000

Status:

Completed

Description of Assets:

Substantially all assets

9 years 50 weeks ago

Price Range:

30M - 50M

Qualified Bidder Requirements:

(a) written irrevocable offer from a bidder (i) stating that the bidder offers to consummate the Sale for the purchase of the Assets and execute any and all documents necessary to close on the Sale of the Assets; (ii) confirming that the offer shall remain open and irrevocable until the closing of a Sale to the Successful Bidder or the Next Highest Bidder; (iii) enclosing a copy of the proposed bid; and (iv) enclosing a certified or bank check, wire transfer, or letter of credit equal to the Minimum Deposit. (b) provide for the purchase of all of the Assets and such purchase may not have any conditions to close in the Asset Purchase Agreement provided by the Debtor, unless waived by the Debtor and its secured lenders. (c) not be conditioned on due diligence or financing; (d) not request or entitle the subsequent bidder to any break-up fee or expense reimbursement; (e) disclose the identity of each person and/or entity bidding for the Assets or participating in connection with a bid, and the terms of any such participation; (f) contain written evidence that the bidder has the requisite corporate or similar authority to consummate the proposed Sale; (g) offer a cash amount set by the Debtor, or other consideration acceptable to the Debtor and its secured lenders; and (h) be accompanied by an acknowledgement that the Bidder has had an opportunity to conduct due diligence, does not require further due diligence and has relied solely upon its own independent review in making its bid;

Required Deposit:

5% of Initial Bid

Initial Over Bid Requirement and Bid Increment Data:

Minimum bid increments of $100,000

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Yes

Actual Sale Price:

Credit Bid of approximately $38,055,059.86

Reported Decision:

None

Submitter and Affiliation:

Joseph Sgroi

Today's Date:

Sat, 2011-04-30

Fontainebleau Las Vegas Holdings, LLC, Bankr. S.D. Fla., Docket No. 1:09-bk-21481 (2009-06-09 - Resort Debtors) (2009-11-25)

Sat, 30 Apr 2011 03:27:54 +0000

Status:

Completed

Description of Assets:

Substantially all assets---including an incomplete resort and retail shops

9 years 29 weeks ago

Price Range:

50M - 100M

Proposed Sale Price:

$55 million

Required Deposit:

$2.5 million

Initial Over Bid Requirement and Bid Increment Data:

Bid Increment: $1 million

Objection Filed to Proposed Terms:

Yes

Actual Sale Price:

$101 million ($105 million purchase price less adjustments)

Reported Decision:

434 B.R. 716 (2010) (on appeal to the Eleventh Circuit)

Submitter and Affiliation:

Stichter, Riedel, Blain & Prosser, P.A.

Today's Date:

Fri, 2011-04-29

In re Swoozie's, Inc.; Bankr. N.D. Ga.; No. 10-66316; 3/2/10.

Sat, 30 Apr 2011 02:27:39 +0000

Status:

Completed

Link to Docket:

Click here

Description of Assets:

Substantially all of the Debtors' assets, including inventory, equipment, furniture, and fixtures (which the purchaser would sell at liquidation sales as debtors' exclusive agent).

8 years 43 weeks ago

Price Range:

5M-10M

Proposed Sale Price:

$5,430,000.

Qualified Bidder Requirements:

The Bid Procedures state: "In order to be considered for Qualified Bidder status, a Person must: (a) make a Bid (as that term is defined below); (b) provide evidence reasonably satisfactory to Debtor and its financial advisor (in consultation with Wells Fargo and the Committee) of such bidder’s ability to fund the [purchase price] in full at closing and to assume any liabilities for obligations proposed to be assumed from and after the Closing; (c) complete and execute a confidentiality agreement acceptable to Debtor and its professionals in consultation with Wells Fargo and counsel to the Committee; and (d) provide an earnest money deposit equal to ten percent (10%) of the [purchase price]."

Due Diligence Limitations:

The Bid Procedures provide: "All parties who timely execute and return a confidentiality agreement to CTG and who provide, in Debtor’s discretion, in consultation with Wells Fargo and counsel to the Committee, information demonstrating sufficient financial wherewithal, will be provided certain due diligence materials, including, but not limited to, a process letter, and access to an electronic Data Room containing information, among other things, relevant to Debtor’s inventory, forecasts, earnings and revenues."

Required Deposit:

$543,000.

Initial Over Bid Requirement and Bid Increment Data:

Initial over bid requirement = stalking horse bid + break-up fee + $20,000; Bidding increment = $100,000.

Bid Protections (including break up fees, cost reimbursements, etc.):

Break up fee of $75,000.

Bid protections as percent of proposed price:

1.38%

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Actual Sale Price:

7,425,000.

Reported Decision:

None

Submitter and Affiliation:

Simon Fraser, Esq., Cozen O'Connor

Today's Date:

Fri, 2011-04-29

In re Shores of Panama, Inc., Docket No. 08-50066 (Bankr. N.D. Fla. February 26, 2008)

Rocco Cavaliere — Fri, 29 Apr 2011 20:00:07 +0000

Status:

Completed

Description of Assets:

All interests of the Debtor in the Shores or Panama Condominium Property (the "Property") including without limitation, (i) all residential units at the Shores of Panama, Lender's lien on which has not been expressly released in writing as of the date of the auction, (ii) all commercial units at the Shores of Panama, (iii) separate storage units and storage units that are a limited common element, (iv) Debtor's interest in all community property, including driveways, crosswalks, etc., (v) club property including pool and hot tub etc,., and (vi) all other non-condominium property, including without limitation, kiosks and tiki huts and various vacant land, etc.

10 years 44 weeks ago

Proposed Sale Price:

No stalking horse bidder with stated initial bid. However, Debtor states in Sale Procedures Motion that bids for all assets should be no less than $80,000,000.

Qualified Bidder Requirements:

The qualifications of a Qualified Bidder appear below in the Supplemental Bid Requirements ((d) through (f)).

Supplemental Bid Requirements:

According to the Sale Procedures Order, the following shall be the sale procedures: (a) Initial bids must be received from Qualified Bidders by 4:00 p.m. CST on March 4, 2009 (the "Initial Bid Deadline"). (b) All bids and other information shall be delivered to Debtors counsel, Lender’s counsel, and Committee counsel [addresses omitted]: (c) The Debtor, the Lender and the Committee may agree to extend the Initial Bid Deadline for any bidder. (d) To be determined a Qualified Bidder, potential bidders must provide the Debtor, the Lender and the Committee by the Initial Bid Deadline with either certified financial statements or evidence of financial wherewithal, experience, and other relevant considerations, or other information the Debtor, the Lender and the Committee may request to determine that the bidder is able to consummate a transaction as contemplated by the Motion. (e) In addition, to become a Qualified Bidder, by the Initial Bid Deadline, a potential bidder must deliver to the Lender $100,000 by certified check, bank check, wire, or other means acceptable to the Lender. This amount shall be held in escrow to be applied to a successful bid or, upon written request to the Lender's counsel, returned to the unsuccessful bidder upon a determination that the bid has been unsuccessful. At the option of an unsuccessful bidder, the funds may be left on deposit with the Lender's counsel to keep a bid in place as a backup. (f) A form of asset purchase agreement is attached hereto as Exhibit "A". The Court approves the form of agreement as compliant with' all state law applicable under the circumstances. To be a Qualified Bidder, by the Initial Bid Deadline, a potential bidder must deliver an executed asset purchase agreement substantially in the form of Exhibit "A" along with a redline against the form asset purchase agreement reflecting any changes by the bidder. The signed asset purchase agreement must provide cash consideration to the Debtors of at least $80 million for the Property. (g) The auction at which all Qualified Bidders will be entitled to participate in person will be held at 10:00 EST am. on March 5, 2009 at the offices of Gray Robinson, P.A., 301 S. Bronough Street, Suite 600, Tallahassee, Florida 32301. (h) After the Debtor announces the first acceptable bid at the auction, the next bid (first overbid) must exceed such bid by not less than $250,000. Each subsequent bid must exceed the previous bid by not less than $250,000. The Debtor retains the right to raise or lower the required minimum incremental bids at the auction at its discretion. (i) The Lender, in consultation with the Debtor and Committee, reserves the right: (a) to determine which Qualified Bid, if any, is the highest or otherwise best bid; and (b) to reject any bid which it believes to be (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, or the terms of the sale order, or (iii) contrary to the best interests of the Debtor or its estate. (j) To the extent a bid (other than a credit bid) involves any contingency, delayed payment, or non-cash component, the Debtor, the Lender and the Committee may value such components at any amount, including zero and the bidder shall have no rights of appeal whatsoever from such valuation. The Debtor, the Lender and the Committee will consult with each other regarding such valuations. (k) At the conclusion of the auction, the Debtor, the Lender and the Committee shall consider the auction results. The Lender shall seek approval from the Court at the post-auction hearing for the qualified bid or bids which the Lender believes represents the highest and best acceptable offer(s) or the credit bid of the Lender. The Lender may seek approval of backup bids with the consent of the bidder to be the backup bidder. (l) Successful bidders must, at the conclusion of the auction or within such extended period as the Lender may permit, deliver to Burke, Blue, Hutchison, Walters & Smith PA on behalf of the Lender a general deposit of good funds in an amount equal to five percent (5%) of their bid, with the deposit to obtain Qualified Bidder status serving as a credit toward this amount which shall be a credit toward the purchase price. If a successful bidder on a sale approved by the Court fails to close by the Closing Date and after the expiration of the fifteen (15) day statutory rescission period, then the five percent (5%) general deposit shall be retained by the Debtor as liquidated damages and paid to the Lender, and not a penalty, it being agreed in advance by the parties participating in the auction that such amount is a reasonable pre-estimate of loss and that actual damages are impossible of precise determination. (m) If a closing with a successful Qualified Bidder is not concluded by the Closing Date or within such other time as is further agreed by the Debtor and the Lender, the Debtor may, without further Court approval or order, conclude the contemplated transactions with the next highest or best Qualified Bidder in accordance with the terms of the next highest or best Qualified Bidder's bid, providing such bid has been approved by the Court as a back-up bid, including any credit bid of the Lender. (n) The Debtor, the Lender and its representatives shall have no duties or obligations except those expressly set forth in this Order. They shall not be required to invest the deposits in an interest earning account or to segregate each deposit, but may, in their sole discretion, do so. If there is a dispute between a bidder and the Debtor or the Lender, the Debtor and the Lender may retain the deposit as provided herein, and either party may apply to the Court for a determination of the rights and obligations of the parties. The Court shall retain jurisdiction to resolve all disputes with respect to such deposit. (o) Notwithstanding the foregoing. the Lender is deemed a Qualified Bidder and need not comply with the requirements set forth in subparagraphs (a), (b), (d), (e), (f), (h), (i), (j) or (l). (p) The Lender may bid any amount of its claim up to the total of all sums owed it. However, the amount of any such bid is not binding on the Debtor, Lender or any guarantor of Debtor's debt as to the value of the Property and will not be relevant in any future proceedings in this Court or any other court for any purpose relating to the value of the Property, including determination of a claim for a deficiency, and all parties reserve all rights with respect to the value of the Property. The Lender is not required to bid the minimum cash price of $80 million. Lender may assign its right to credit bid and/or take title to the Property to any entity to whom the claim is assigned or a single purpose entity formed by the Lender for the purpose of bidding and/or taking title (collectively, "Lender Assignee"). (q) By Order dated January 26, 2009, the Court approved the retention of NorthMarq Realty Services, Inc. as broker. Interested purchasers may contact Paul DeKruiff at (312) 561-5430 or pdekruiffnorthmarg.com or obtain additional information at www.northmarg.com. Northmarq shall publish a copy of this Order on its broker's website and provide a copy of it to those potential purchasers who have already expressed an interest in purchasing the Property, and to all persons who receive a due diligence package from it. Notwithstanding the foregoing, the broker's failure to comply herewith will not in any way affect the validity of the sale.

Due Diligence Limitations:

Due diligence materials shall be limited to those parties which (a) the Debtor or the lender or the Committee determine in their discretion have a bona fide interest in consummating the transaction and (b) have executed a confidentiality agreement acceptable to the Debtor, the Lender and the Committee.

Required Deposit:

$100,000 by Initial Bid Deadline, plus 5% of the successful bid at the conclusion of the auction.

Initial Over Bid Requirement and Bid Increment Data:

The Debtor will announce the highest acceptable bid received thus far at the Auction. Thereafter, subsequent bids must be made in $250,000 bid increments.

Bid Protections (including break up fees, cost reimbursements, etc.):

None

Procedures concerning contracts and leases (§365):

The Debtor shall file and serve the Property Contract and Lease Notice no later than February 6, 2009. On or before March 4, 2009, the Nondebtor Parties to Property Contracts and Leases must file an objection to an assumption, assignment or rejection of their respective contract and/or lease stating the following: (i) whether and on what specific basis the Nondebtor Parties object to their contract or lease being assumed and assigned or rejected and (ii) whether and on what specific basis they dispute the cost to cure stated in the Property Contract and Lease Notice. Any objection to the Notice must be filed with the Clerk of the U.S. Bankruptcy Court and served on Debtor's counsel, Lender's counsel, and Committee counsel.

Objection Filed to Proposed Terms:

Yes

Proposed Terms Modified:

Actual Sale Price:

$68,700,000 credit bid by Secured Lenders

Reported Decision:

None

Submitter and Affiliation:

Rocco Cavaliere, Blank Rome LLP

Today's Date:

Fri, 2011-04-29