Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

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IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY CASE NUMBER: 2008-CA-13005 DIVISION: CV-E BANK OF AMERICA, N.A., Plaintiff, vs. GWINNETT, LLC, et aL Defendants. MEM ORANDUM IN SUPPORT OF PENDING OBJECTIONS TO RECEIVER'S APPLICATION TO PAY FEES AND COSTS AND MOTION FOR ORDER DIRECTING THE DISGORGEMENT OF FEES AND COSTS PAID FROM ESTATE Premier Automotive on Atlantic LLC ("Premier Atlantic) and 11-2001, LLC ("11-2001") file this Memorandum supplemental to the original Objection to Attorneys' Fees and incorporated Motion for Order Directing the Disgorgement of Fees and Costs Paid from Estate and state: 1. The Receiver has moved for the authority to pay certain pending Professional Invoices for fees and costs from his Estates. The application to pay such fees and costs is legally insufficient and the mechanism for default authorization to pay fees created by the Receiver is Improper. 2. The Receiver's statement that he does not require the approval of the Court to pay fees and cost is grossly incorrect I The actual law governing the allowance of charging fees and costs against a receiver's estate is diametrically opposite to that proposed by the Receiver. I See Receiver's "Fourth Report" as to 11 .. 2001 filed July 8, 2009, in the official record.

Transcript of Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Page 1: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY

CASE NUMBER 2008-CA-13005

DIVISION CV-E BANK OF AMERICA NA

Plaintiff

vs

GWINNETT LLC et aL

Defendants

MEM ORANDUM IN SUPPORT OF PENDING OBJECTIONS TO RECEIVERS APPLICATION TO PAY FEES AND COSTS AND MOTION FOR ORDER DIRECTING

THE DISGORGEMENT OF FEES AND COSTS PAID FROM ESTATE

Premier Automotive on Atlantic LLC (Premier Atlantic) and 11-2001 LLC (11-2001)

file this Memorandum supplemental to the original Objection to Attorneys Fees and

incorporated Motion for Order Directing the Disgorgement of Fees and Costs Paid from Estate

and state

1 The Receiver has moved for the authority to pay certain pending Professional

Invoices for fees and costs from his Estates The application to pay such fees and costs is legally

insufficient and the mechanism for default authorization to pay fees created by the Receiver is

Improper

2 The Receivers statement that he does not require the approval of the Court to pay

fees and cost is grossly incorrect I The actual law governing the allowance of charging fees and

costs against a receivers estate is diametrically opposite to that proposed by the Receiver

I See Receivers Fourth Report as to 11 2001 filed July 8 2009 in the official record

3 The Receivers approved payment default mechanism is an ad hoc device

designed to circumvent scrutiny avoid disclosure and allow the looting of the Estate by

presumptive authorization Itemized proof of benefit to the Estate is mandatory

4 Notice is hereby given that Premier Atlantic and 11-2001 hereby state their

standing and continuous objection to every statement for fees and costs approval made by the

Receiver and to the default mechanism for approvaL

Memorandum of Points and Authorities

On December 16 2009 Premier Atlantic filed a Notice of Objection to the Receivers

request in his Sixth Report for payment of legal fees and costs This device is anathema to the

actual legal requirements for approval of fees and costs against the Estate The Receiver simply

places his total fees and costs at the end of his report and if no objection is made then approval is

automatic After its objection Premier Atlantic received copies of redacted legal fees invoices

The redacted invoices demonstrate multiple grounds for disallowing fees and costs It is certain

that the unsanitized invoices would yield many more grounds for disallowance Copies of the

redacted legal fees invoices provided for the undersigneds review are attached hereto and made

a part hereof by reference as Composite Exhibit 1

The Receivers Invoices provided to date show that virtually none of the contacts and

communications set forth in the legal invoices ever occurred These invoices are literally being

paid by the Court from property in custodia legis This creates a strong presumption that many

entries in the legal invoices are fictional

The Receivers Invoices contain large charges for highly improper conduct that the

Receiver attempted to disguise A pertinent case in point is the Receivers charge against the

Estate for twelve hundred dollars ($120000) on July 30 2009 The entire entry is described

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simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the

Estate says absolutely nothing is because the Meeting represents a secret meeting between the

Receiver and the Bank in Orlando Florida

There is no doubt the Receiver intended to hide this meeting The $120000 July 30th

entry is the only one in the entire Invoice that lacks additional description On the same page as

the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]

MH described as Met with SK regarding open issue and tool inventory of entire lot Below

the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting

contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles

The Receivers Counsel steadfastly refuses to produce other invoices related to the

Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or

expense approved to date the payment of any fee or expense set forth in a report or motion the

payment of any fee or cost not described in a complete invoice disclosed to all parties the

payment of any fee or expense not specifically proven to benefit the Estate and any fee or

expense during the period of Akermans continuing conflict of interest

Burden of Proof Upon Receiver

It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the

fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver

As a matter of law such funds cannot be released in payment of fees and costs expended in

pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities

that do not benefit the Estate

The Supreme Court long ago established the mechanics of the procedure for payment

authorization and the level of proof required

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Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL

The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver

(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also

Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the

receiver to show by appropriate proof the benefit which he has rendered the receivership estate)

Approval of Fees and Costs Not Permitted By Ministerial Proceedings

The proof required for the approval of a receivers fees is for the Courts benefit as much

as any stakeholder The estate is in custodia legis and benefit to the Estate can never be

presumed

The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding

(Emphasis supplied) Lewis 94 So2d at 176

Even a sworn motion for approval of fees paid from a receivership estate is procedurally

and substantively defective as a matter oflaw A default mechanism for approval has never even

been reported in the case law The only thing revealed in the Receivers Report is that he and his

lawyers are seeking to deplete the Estate of a substantial sum of money

4

The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession

Id at 175

The Receiver must show by testimony depositions affidavits or otherwise the services

and benefits which he has rendered the receivership estate Id

The Receiver is Duty-Bound to Prove Benefit to the Estate

It is the Receivers duty to prove the necessity value and purpose of all fees and

expenses charged to the estate Proof is mandatory to protect the Court from accusations of

unjust compensation

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

(Emphasis supplied) Id at 176

Proof and explanation are essential

When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order

Id

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Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

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Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

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The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

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If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

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Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

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fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

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offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

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the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

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A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

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After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

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made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

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The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 2: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

3 The Receivers approved payment default mechanism is an ad hoc device

designed to circumvent scrutiny avoid disclosure and allow the looting of the Estate by

presumptive authorization Itemized proof of benefit to the Estate is mandatory

4 Notice is hereby given that Premier Atlantic and 11-2001 hereby state their

standing and continuous objection to every statement for fees and costs approval made by the

Receiver and to the default mechanism for approvaL

Memorandum of Points and Authorities

On December 16 2009 Premier Atlantic filed a Notice of Objection to the Receivers

request in his Sixth Report for payment of legal fees and costs This device is anathema to the

actual legal requirements for approval of fees and costs against the Estate The Receiver simply

places his total fees and costs at the end of his report and if no objection is made then approval is

automatic After its objection Premier Atlantic received copies of redacted legal fees invoices

The redacted invoices demonstrate multiple grounds for disallowing fees and costs It is certain

that the unsanitized invoices would yield many more grounds for disallowance Copies of the

redacted legal fees invoices provided for the undersigneds review are attached hereto and made

a part hereof by reference as Composite Exhibit 1

The Receivers Invoices provided to date show that virtually none of the contacts and

communications set forth in the legal invoices ever occurred These invoices are literally being

paid by the Court from property in custodia legis This creates a strong presumption that many

entries in the legal invoices are fictional

The Receivers Invoices contain large charges for highly improper conduct that the

Receiver attempted to disguise A pertinent case in point is the Receivers charge against the

Estate for twelve hundred dollars ($120000) on July 30 2009 The entire entry is described

2

simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the

Estate says absolutely nothing is because the Meeting represents a secret meeting between the

Receiver and the Bank in Orlando Florida

There is no doubt the Receiver intended to hide this meeting The $120000 July 30th

entry is the only one in the entire Invoice that lacks additional description On the same page as

the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]

MH described as Met with SK regarding open issue and tool inventory of entire lot Below

the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting

contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles

The Receivers Counsel steadfastly refuses to produce other invoices related to the

Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or

expense approved to date the payment of any fee or expense set forth in a report or motion the

payment of any fee or cost not described in a complete invoice disclosed to all parties the

payment of any fee or expense not specifically proven to benefit the Estate and any fee or

expense during the period of Akermans continuing conflict of interest

Burden of Proof Upon Receiver

It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the

fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver

As a matter of law such funds cannot be released in payment of fees and costs expended in

pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities

that do not benefit the Estate

The Supreme Court long ago established the mechanics of the procedure for payment

authorization and the level of proof required

3

Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL

The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver

(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also

Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the

receiver to show by appropriate proof the benefit which he has rendered the receivership estate)

Approval of Fees and Costs Not Permitted By Ministerial Proceedings

The proof required for the approval of a receivers fees is for the Courts benefit as much

as any stakeholder The estate is in custodia legis and benefit to the Estate can never be

presumed

The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding

(Emphasis supplied) Lewis 94 So2d at 176

Even a sworn motion for approval of fees paid from a receivership estate is procedurally

and substantively defective as a matter oflaw A default mechanism for approval has never even

been reported in the case law The only thing revealed in the Receivers Report is that he and his

lawyers are seeking to deplete the Estate of a substantial sum of money

4

The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession

Id at 175

The Receiver must show by testimony depositions affidavits or otherwise the services

and benefits which he has rendered the receivership estate Id

The Receiver is Duty-Bound to Prove Benefit to the Estate

It is the Receivers duty to prove the necessity value and purpose of all fees and

expenses charged to the estate Proof is mandatory to protect the Court from accusations of

unjust compensation

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

(Emphasis supplied) Id at 176

Proof and explanation are essential

When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order

Id

5

Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

6

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 3: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the

Estate says absolutely nothing is because the Meeting represents a secret meeting between the

Receiver and the Bank in Orlando Florida

There is no doubt the Receiver intended to hide this meeting The $120000 July 30th

entry is the only one in the entire Invoice that lacks additional description On the same page as

the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]

MH described as Met with SK regarding open issue and tool inventory of entire lot Below

the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting

contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles

The Receivers Counsel steadfastly refuses to produce other invoices related to the

Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or

expense approved to date the payment of any fee or expense set forth in a report or motion the

payment of any fee or cost not described in a complete invoice disclosed to all parties the

payment of any fee or expense not specifically proven to benefit the Estate and any fee or

expense during the period of Akermans continuing conflict of interest

Burden of Proof Upon Receiver

It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the

fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver

As a matter of law such funds cannot be released in payment of fees and costs expended in

pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities

that do not benefit the Estate

The Supreme Court long ago established the mechanics of the procedure for payment

authorization and the level of proof required

3

Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL

The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver

(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also

Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the

receiver to show by appropriate proof the benefit which he has rendered the receivership estate)

Approval of Fees and Costs Not Permitted By Ministerial Proceedings

The proof required for the approval of a receivers fees is for the Courts benefit as much

as any stakeholder The estate is in custodia legis and benefit to the Estate can never be

presumed

The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding

(Emphasis supplied) Lewis 94 So2d at 176

Even a sworn motion for approval of fees paid from a receivership estate is procedurally

and substantively defective as a matter oflaw A default mechanism for approval has never even

been reported in the case law The only thing revealed in the Receivers Report is that he and his

lawyers are seeking to deplete the Estate of a substantial sum of money

4

The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession

Id at 175

The Receiver must show by testimony depositions affidavits or otherwise the services

and benefits which he has rendered the receivership estate Id

The Receiver is Duty-Bound to Prove Benefit to the Estate

It is the Receivers duty to prove the necessity value and purpose of all fees and

expenses charged to the estate Proof is mandatory to protect the Court from accusations of

unjust compensation

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

(Emphasis supplied) Id at 176

Proof and explanation are essential

When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order

Id

5

Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

6

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 4: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL

The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver

(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also

Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the

receiver to show by appropriate proof the benefit which he has rendered the receivership estate)

Approval of Fees and Costs Not Permitted By Ministerial Proceedings

The proof required for the approval of a receivers fees is for the Courts benefit as much

as any stakeholder The estate is in custodia legis and benefit to the Estate can never be

presumed

The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding

(Emphasis supplied) Lewis 94 So2d at 176

Even a sworn motion for approval of fees paid from a receivership estate is procedurally

and substantively defective as a matter oflaw A default mechanism for approval has never even

been reported in the case law The only thing revealed in the Receivers Report is that he and his

lawyers are seeking to deplete the Estate of a substantial sum of money

4

The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession

Id at 175

The Receiver must show by testimony depositions affidavits or otherwise the services

and benefits which he has rendered the receivership estate Id

The Receiver is Duty-Bound to Prove Benefit to the Estate

It is the Receivers duty to prove the necessity value and purpose of all fees and

expenses charged to the estate Proof is mandatory to protect the Court from accusations of

unjust compensation

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

(Emphasis supplied) Id at 176

Proof and explanation are essential

When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order

Id

5

Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

6

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 5: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession

Id at 175

The Receiver must show by testimony depositions affidavits or otherwise the services

and benefits which he has rendered the receivership estate Id

The Receiver is Duty-Bound to Prove Benefit to the Estate

It is the Receivers duty to prove the necessity value and purpose of all fees and

expenses charged to the estate Proof is mandatory to protect the Court from accusations of

unjust compensation

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

(Emphasis supplied) Id at 176

Proof and explanation are essential

When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order

Id

5

Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

6

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 6: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Governing Principles in Evaluating Fees and Expenses

Principle I A receiver is not a party to the case in which he is appointed On the

contrary a receiver is an agent of the court and is subject strictly to the appointing courts

supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842

844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the

parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon

any judicial officer Id

Principle II Since a receiver is not a party he is not entitled to act as a party exercise

the rights of a party or meddle in the affairs of the parties to the underlying litigation

In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity

(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as

binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade

County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any

persons existing property rights)

Principle III The common law of the English Chancery Courts and every state in the

Union expressly hold that a custodial receiver is not a party to the underlying litigation and as

such cannot meddle with the rights of the parties or the matters at issue in the underlying action

6

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 7: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Indeed the receiver is prohibited from seeking to participate in matters relating to his own

appointment and authority In re Fredcris 108 So2d 90 lat 904

Accordingly receivers must be expressly authorized in the order of appointment to

exercise the procedural rights of a party under the applicable rules of court such as the issuance

of subpoenas and the conduct of discovery The exercise of authority contrary to the common

law cannot be implied

The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil

Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This

absolutely includes the right to issue a subpoena duces tecum for the production of documents

and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009

WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M

Crawford is appointed temporary Receiver with the powers enumerated below b Issue

subpoenas to obtain documents and records pertaining to the receivership and conduct discovery

in this action on behalf of the receivership estate)

Receivers Counsel Aware of Lack Authority to Issue Subpoena

The Receivers Counsel is well aware that his client has no authority to issue a

subpoena The undersigned has so informed the Receivers Counsel on more than one

occasion The last such occasion was on November 12009 when the undersigned informed the

Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a

party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires

gesture This statement was reiterated the following day and Brown was invited to take the

matter up with this Court immediately ifhe thought this violated his clients appointment order

7

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 8: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena

Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party

to the attention of the Court

Principle IV Any action beyond the express authorization set forth in the order of

appointment including taking possession of property that is not authorized to become part of the

Receivers Estate subjects the Receiver to individual liability

Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)

See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v

Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting

outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a

receivers liability and described it with respect to wrongful possession of property as follows

It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him

Brooke at 942 By definition any and all actions services and expenses associated with such

conduct or property cannot be charged against the lawful assets of the Estate

Principle V A receiver should seek the express direction and consent of the

appointing court for any intended action that may substantially affect the rights of a party or a

member of the public who is a stranger to the underlying litigation The receiver is not the court

and is obligated to seek instructions from the court as to any important matter affecting the

rights of anyone 1 Clark on Receivers sect38 at 40

8

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 9: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

A receiver or any party to the main action may ask the court to give instructions to the

receiver concerning his duties or the disposition of receivership property This is done by a

motion for instructions It may be a speaking motion The motion must be served on all parties

not in default Notice of the hearing on the motion must be given The court may hear evidence

at the hearing If such request is granted the court enters an order instructing the receiver even

though the order may be negative in effect

A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148

Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on

speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362

9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited

powers-to apply to the court for advice and directions Where a receiver acts without court

authority he assumes the risk ofliability for costs and expenses incurred)

Principle V A receivership exists to benefit the property over which it has been given

controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a

receiver and his authorized consultants is restricted generally to protecting the receivership

property or in providing some other tangible benefit to the Estate Fees charged for services

performed incompetently negligently ignorantly pointlessly or that serve anothers interest

provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla

2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of

Georgia 314 So2d 807 (Fla 3d DCA 1975)

9

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 10: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

If the Receiver is authorized to employ legal counsel then such lawyer is restricted to

providing authorized legal services that benefit the Estate The proper focus of a receivers

attorneys assistance is the receiver not any particular party or person Attorneys fees are

allowed only to the extent that they relate to the practice of law and do not include tasks that

should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed

Receivers sect 224

Attorneys fees to be charged against a receivership estate are subject to the same

evidentiary showing as the fees of a receiver

As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064

Lewis 94 So2d at 177

Likewise fees that do not benefit the estate include those expended in defense of the

receivers conduct including violating his authority as receiver

[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter

Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)

10

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 11: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Conflicts of Interest and Disqualification of Fees

The value of legal services to the estate is a legitimate area of inquiry prescribed by law

in awarding attorneys fees to a receivers attorneys There is no other agent that operates so

effectively to devalue the worth oflegal services than a compelling and substantial conflict in the

judgment and loyalty of an attorney because he has standing attorney-client obligations with two

adverse and opposing clients in the same litigation

In the context of a receivership such a conflict in judgment and loyalty is geometrically

magnified The legal advice and recommendations of the conflicted attorney can result in the

violation of a fiduciary duty owed by one client or expose that client to liability for damages to

the opposing client or others impacted by the Receivers conduct

There is no equivalent circumstance in which the compromise of sound legal judgment

can wreak havoc on the innocent There is no more egregious exercise of compromised legal

judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct

fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such

conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity

explicated in what is known to every experienced receivers counsel as the Rule of Farwell

[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside

Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)

The Rule of Farwell has its origins in more general maxims of equity that define the

relationship and obligations of a receiver A court-appointed receiver is a full-fledged

11

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 12: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A

receiver is a representative of the court and of all parties with an interest in the litigation Thus a

receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially

toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v

Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict

impartiality and undivided loyalty to all parties interested in the receivership estate and must not

dilute that loyalty)

Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal

with the trust estate for his own benefit and advantage or for that another See Id Sanders v

Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784

(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord

Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly

and fairly and must not use position for their own profit or to further the interests ofthemselves

or any other person with whom the receiver is associated)

The Rule of Farwells core prohibition has been codified by rule in all fifty states In

Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear

that a lawyer cannot represent parties with adverse or potentially opposing interests in the

context of any type of litigation Further a lawyer may not act as advocate against a client the

lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17

Comment

A lawyer also may not represent mUltiple parties to a negotiation whose interests are

fundamentally antagonistic to each other Id Further the Rules prevent law firms from using

the much maligned practice of claiming Chinese Walls between separate departments and

12

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 13: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a

firm is prohibited from representing clients due to a conflict of interest the disqualification from

representation is imputed to every other member of the finn without exception Rule 4-11 O(a)

Apart from the ethical and disciplinary implications of prohibited dual representation the

common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney

burdened with a known conflict of interest seeks compensation for such valueless services

Any attorney subject to a conflict of interest because of a client relationship with a party

with a direct interest in the conduct of the receiver and a client relationship as legal counselor to

the receiver perfonning such duties may not recover any fees for services perfonned after the

date he knew or should have known that a prohibited conflict existed because of the opposing

interests between the (client) party and the receiver See James T Butler PA v Walker 932

So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to

recover a fee tenninates when the attorney realizes or should have realized that he cannot

ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA

555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates

when attorney realizes or should have realized that he cannot ethically represent his client)

Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)

(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys

fees)

By definition it should be automatically presumed as a matter of law that a receivers

position is adverse to all parties with an interest in his duties and estate Because the receiver is

an officer of the court and should be as free from friendliness to a party as should the court

itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of

13

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 14: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

the receiver is that of an officer of the court He may be considered a quasi-trustee he is not

appointed for the benefit of either party and does not derive his authority from either one 65

AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a

fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the

protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769

(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal

interests would substantially conflict with his unbiased judgment and duties as receiver Law of

Receivers supra sect 115

As a practical matter a lawyer subject to a probable or even potential conflict should

never act as counsel to a receiver It is fundamental that an attorney should never act as counsel

for a receiver if a client of his firm is a party or person with a direct interest and stake in the

receivership There are sound reasons for this absolutism

In the normal client conflict situation it is generally the attorney who becomes liable for

elevating one clients interests over that of another The harm caused by such conflict is

restricted to the injured client The conflict creates no direct liability between the favored and

injured client The conflict creates no additional1iability in the injured client as a direct result of

the offending attorneys conflict Such private client attorney conflicts do not affect the

operation reputation or dignity of any court and generally have no secondary impact on the

public

A conflict of interest that directly affects the actions taken by a receiver has exponentially

greater and weighty consequences A receiver is a fiduciary to the court and persons with a

cognizable interest in the estate A receiver is a state actor exercising state authority

14

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 15: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

A receiver is subject to individual liability and must hire separate counsel for all matters

in which his actions are challenged as unauthorized or illegal The instant case is a text book

example of why a conflicted attorney should never serve in the position of legal advisor to a

receiver

Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A

The Bank of America NA is an active marquee client of Akerman Senterfitt The firm

vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s

MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS

COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT

TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT

TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND

BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE

POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF

RECORD are incorporated herein by reference as if each was fully restated herein

A Concrete Adversarial Conflict Promptly Arises

The record shows that within days of the inception of the Premier Atlantic Receivership

the Bank and the Receiver developed an adverse relationship The relationship became adverse

because as the record shows the Receiver attempted to use his own independent judgment and

discretion rather than submit to the direction of the Bank

At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the

Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day

that the United States Bankruptcy Court dismissed the proceedings involving 11-2001

15

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 16: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the

highest price and least expense for the 11-20001 vehicles and all of the other property that

constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to

save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle

Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the

costs of security insurance movers and the like

Adversarial Conflict Arises Again Between the Bank and Receiver

The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009

This proposed sale represented the highest yield proposal to the Estate and would not include the

normal expenses associated with auctions sales The Bank again opposed the Receiver even

though his fiduciary duty to the Estate required he accept the most lucrative proposal for the

Estate

The Bank demanded that the Receiver confiscate every item of property from the

premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of

storing such a mass of vehicles and miscellaneous personal property The Bank wanted the

Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The

Bank holds a purchase money mortgage on the real property and wishes to foreclose on the

same

This was the second time in less than a month the Bank acted to coerce the Receiver to

abandon the highest and best offer and place property in storage However this storage bill

would be far more substantial than that associated with Premier The Banks demand was

indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have

16

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 17: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

made short shrift of the Banks interference and advised the Receiver that it was his duty to not

commit waste

The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate

or rectify the Banks continuing effort to dominate the Receiverships They simply stood down

and backed away to make way for their real client

Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank

filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE

WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter

alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order

(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the

Motion The Banks Motion represents a direct assault on the Receiver and his Estate See

BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE

WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as

Exhibit 2

The Banks Motion seeks to remove the Receiver for pursuing the highest and most

immediate return to the Estate on property losing value daily The Motion is openly adverse

hostile and antagonistic towards the Receiver and his Estate

Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman

Senterfitt took no action to support the Receivers desire to liquidate depreciating property and

avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or

otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not

sell the property to him until the Bank approved the sale and if he acted anyway he would be

fired

17

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 18: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

The Receiver and Bank of America Secret Strategy Conference

On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead

counsel and Bank of America representatives engaged in what appears to have been and allshy

day conference The conference was hosted by Akerman Senterfitt in their Orlando office The

conference was not disclosed to other persons The conference was not disclosed in any

subsequent report or paper

The Receiver Is the Corrupt Servant of Bank of America

The Receiverships have been terminally infected by the power and financial influence of

the Bank The insider who paved the way for this complete corruption of duty and obligation is

Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in

Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the

Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his

Receiverships against Premier Atlantic and 11-2001

It is incomprehensible that officers of this Court would participate in a secret out-of-town

meeting with a self-interested and adverse party litigant engaged in active litigation against

persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There

is little difference between this Court driving to Orlando to meet secretly with an adverse party

and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his

counsel deign to be paid for these actions

Summary of Issues Requiring Discovery

There are so many irregularities in the invoices presented to date that if the Court is to

have a meaningful evidentiary hearing to determine whether or not the fees and costs are

justified discovery must be permitted of the Receiver and his Counsel The subject categories

18

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 19: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

below describe the general defects of invoices provided thus far The invoices that the Receivers

Counsel is still withholding that relate to the Receiver should simply be stricken if not produced

Vagueness Almost every invoice entry is vague to the point that the purpose of the

alleged service rendered or the issue that such service relates to is unknowable Many invoice

entries are vague to the point that the nature and purpose of the service rendered cannot be

determined in relation to the specific Estate in interest Dozens of invoice entries employ

intentionally vague terminology to leave the reader in the dark such as work on open issues

and conferences with interested or various parties

Unsupported Entries A cursory spot check of approximately 15 days of activity

relative to communication with the Receiver to see if the entry was verified in the Receivers

Invoices did not reveal a single corresponding entry of communication that was billed in the

Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a

conference or e-mail communication with the Receiver on August 3rd August 5th

August 6th

August 11th and August lih The receivers invoice does not show a single corresponding

conference or e-mail entry for any of the dates billed

Duplication of Billing Entries The invoices are replete with duplicate entries spread

between the two Estates The entries are generally so vague that it cannot be determined if the

entry had a relationship with either Estate It is impossible to determine if the entry represents a

service (assuming some service was performed) ofbenefit to the Estates

Employment of Aaron Cohen Esquire and Work Done in His Name Aaron

Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr

Cohens services except to use his name and address on certain legal process created exclusively

by Akerman It can only be concluded that Mr Cohen was used to mask some other additional

19

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 20: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

conflict that Akerman wanted to publically disguise Akerman would perform the apparent

conflicted legal work and insert Mr Cohens name as the attorney of record Assisting

Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate

Legal Services Related to Clark Road Each and every one of these related entries

including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey

are not compensable These fees represent the patent abuse of the Receiverships Akerman knew

absolutely that the Bank not only had no security interest in these proceeds originally but that

the Bank affirmatively waived the express opportunity to make any such claim when directed to

do so in the bankruptcy proceedings related to 11-2001

The funds were illegally seized and the Receivers Counsel knew that 11-2001 had

standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his

promised reply to the objection and assumed Brown would make no attempt to distribute those

funds to the Bank until the objection was heard by the Court

Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a

legal security interest would arise and not only withheld that fact from 11-2001 s counsel but

affirmatively misrepresented that the objection made at the August 202009 hearing is the first

time weve Ive heard today that theres an issue that those funds are not the subject of this

receivership (Emphasis supplied) See 0812009 TR at 61 1-15

Work Related to Motions For Determination October 9th Order and Subsequent Seizures

Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships

to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled

originally and the Bank did not object It was understood clearly by everyone with any

knowledge of the judicial sales that the dealerships would sell the vehicles purchased

20

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 21: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and

left the titles to the vehicles exactly as sold by the Receiver

The Receivers Counsel later claimed surprise that the titles remained exactly as sold by

the Receiver and declared per the Banks direction that the Receiver may be required to re-seize

and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the

dealerships The Receiver refused to advise the Court that the vehicles had been sold free and

clear of the Banks lien or that the Receiver regardless of the title delivered had sold all

beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped

or that JAM had an equitable lien superior to any interest the Bank could possibly claim

The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday

afternoon October 2 2009 The letter demanded the production of hundreds of stored files

related to vehicles long past sold by October 9 2009 This put the attorneys and the entire

accounting staff to work virtually 24 hours per day from October 4th until after the October 9th

hearing In fact while the October 9th hearing transpired the entire accounting staff was still

completely consumed in this task These records had nothing to do with actual Collateral

At the same time Counsel for the Receiver made a great show of how the Motions for

Determination would be called up for hearing on October 9th by sending a huge volume of titleshy

related documents to opposing counsel on Wednesday October i h and asking if all could

consent to the entry of the documents into evidence on the issue set forth in the Motions for

Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and

the Bank had no intention of having the noticed Motions for Determination heard by the Court

The transcript of the hearing describes what actually happened The Banks proposed

October 9th Order directed expansion of the receivership into a full receivership Akerman had

21

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 22: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

three attorneys review the proposed order drafted by the Bank Akerman had an obligation to

advise the Court regarding the obvious defects in the proposed order and the injunctions included

that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to

do so

Akerman could have directed the Receiver to execute the Order in a fashion that would

have at least avoided a full scale illegal seizure of the real property over which the Receiver had

no rights or authority Akerman could have directed the Receiver to use the same discretion in

seizing personal property that some owners were shown and other denied Akerman could have

avoided the use of rented law enforcement and security officers whose use had not been

authorized by the Court Akerman could have avoided the Receivers public breach of the peace

by advising him that the Court did not authorize ejectment of employees and customers from the

premises and further advising him to wait until the close ofbusiness to seize the property

Because of the indiscriminate and illegal way in which the October 9th Order was

executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy

created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal

property and vehicles without any representation or other statement by the Receiver that the

property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his

Counsels admission wasting away This waste is largely due to Akermans intentionally inept

handling of all of these events

It is not a question as to whether the methods employed to conduct the Receiverships are

inadequate because there are no methods in these Receiverships All that the services related to

these fees have done is expose the Receiver to individual liability send his professional

22

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 23: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian

Knot tied by Akerman and the Bank

The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction

Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL

PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION

REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF

RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL

REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME

PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO

THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD

AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS

RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK

OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set

forth herein

Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order

The very clear admonition in Lewis is worth revisiting to remind all why the Court must

properly evaluate fees and costs paid from a receivership estate

We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings

Lewis v Gramil Corp 94 So2d 174 176 (Flal957)

The Court has no authority to authorize the payment of fees and costs that do not benefit

the Estate The Court is not authorized to award fees and costs that have never been disclosed

23

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 24: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs

that were earned by dual representation of adverse clients in the same proceeding The Court is

not authorized to authorize fees and expenses in furtherance of any breach of duty or an

unauthorized act by the Receiver

Akerman Senterfitt should be denied compensation for all services rendered and expenses

incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid

from the Estate by virtue of misrepresenting the very clear and simply understood law of

compensation relative to receiverships It matters not whether the misrepresentation was

intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their

perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end

the rubble still piles as high

WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an

Order

1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm

immediately from acting as counsel for the Receiver and

2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the

firm in the Registry of the Court pending further order of the Court and

3) allowing any other supplemental relief deemed just and appropriate

Dated atJacksonville Duval County this 5th day of February 2010

W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom

24

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 25: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201

W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom

25

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 26: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Exhibit I

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 27: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Aaron R Cohen P A Client Billing Worksheet

In re 11-2001

Date Description Time Amount

720109

72109

72709

731109

8409

8509

8609

811109

811109

Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et

$9000

$30000

$3000

$12000

$75000

$30000

$9000

$6000

$30000

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 28: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

81209

81309

8117109

82509

10509

10113109

11409

111509

1111209

1111709

cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown

$9000

$22500

$6000

$9000

$12000

$6000

$45000

$9000

$9000

$45000

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 29: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)

Total Due $278500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 30: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

21-Aug-09 8426059

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through August 212009 as summarized below and described in the narrative statement

SERVICES $ 920600

DISBURSEMENTS $ 22448

TOTAL THIS INVOICE $ 943048

---------shyTo ensure proper credit to the above account please indicate matter 110 0227433

alld return remittance sheet with payment in USfimds WiredJimds accepted

Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA

ABA Number 061000104 Account Number 0215-252207533

Reference your invoice number and matter number IRS EIN 59-3117860

AKERMAN SENTERFITI

DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 31: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt Page 3

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Date Services Initials Hours Value

3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME

JAB 050 18000

4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA

JAB 050 18000

4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE

JSM 500 82500

5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE

JSM 020 3300

6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP

JAB 060 21600

7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP

JAB OAO 14400

10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP

JAB 100 36000

1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 32: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK

ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME

JAB 200 72000

ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF

JSM 100middot 16500

RECORD

11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE

RCE 070 23450

SCHEDULING OF HEARINGS

12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP

JAB 100 36000

12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE

JSM 030 4950

13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS

JAB 250 90000

13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE

JSM 050 8250

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 33: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services Initials Hours Value

SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD

13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME

RCE 010 3350

17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME

JAB 170 61200

18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS

JAB 080 28800

19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES

JAB 200 72000

19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC

JSM 050 8250

19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST

JSM 050 8250

19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 34: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Date Services

20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS

20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION

20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS

Initials

JAB

Hours

300

Value

108000

JSM

RCE

050

330

8250

110550

Total Services $920600

Disbursements

0811109 DUPLICATING

0811109 DUPLICATING

0811109 DUPLICATING

081209 DUPLICATING

081209 DUPLICATING

0819109 DUPLICA TING

081909 DUPLICATING

082009 DUPLICATING

082009 DUPLICATING

Total for DUPLICATING

020

8880

2940

020

1680

1540

400

1100

1900

18480

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 35: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

21-Aug-09 8426059

Disbursements

072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009

3968

Total Disbursements $22448

Total for MISCELLANEOUS LIBRARY CHARGES

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 36: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059

Initials Name Hours Rate Amount

JAB 1 ABROWN 1600 36000 576000

JSM J SMEEHAN 850 16500 140250

RCE R C ELLIOTT 610 33500 204350

Total 3060 $920600

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 37: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433

INVOICE SUMMARY

For professional services rendered through August 31 2009 as summarized below and described in the narrative statement

SERVICES $ 303250

DISBURSEMENTS $ 20374

TOTAL THIS INVOICE $ 323624

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 38: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Date Services Initials Hours Value

21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME

JAB 080 28800

21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS

RCE 090 30150

24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS

JAB 030 10800

24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO

RCE 060 20100

BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE

25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

AGM 200 33000

25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL

RCE 140 46900

ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 39: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterlitt Page 4

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

~ Services Initials Hours Value

AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA

26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK

28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER

31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES

Total Services $303250

Disbursements Value

Total for POSTAGE 968

082409 DUPLICATING 870

Total for DUPLICATING 870

072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)

Total for TELEPHONE 326

082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 40: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

460

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433

Disbursements

Total for DELIVERY SERVICE

082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902

Totalfor SERVICE OF PROCESS 14000

0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685

Total for COURT REPORTER 3750

Total Disbursements $20374

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 41: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Aketman Senterfitt Page 6

053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433

Initials Name

AGM A G MCDONALD

JAB J A BROWN

RCE R C ELLIOTT

Total

Rate Amount

900 16500 148500

160 36000 57600

290 33500 97150

1350 $303250

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 42: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

7-Aug-09 8420605

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through July 31 2009 as summarized below and described in the narrative statement

SERVICES $ 203550

DISBURSEMENTS $ 1340

TOTAL THIS INVOICE $ 204890

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds

Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO

TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 43: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS

14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS

20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS

22-Jul-09 FINALIZE MOTION TO APPROVE FEES

28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC

30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES

30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA

31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES

31-Jul-09 PREPARE SUBPOENAS

Initials

JAB

As of Bill Number

Hours

030

JAB 020

JAB

JAB

JSM

JAB

030

020

020

150

JSM 150

JAB 100

JSM 300

Page 3

31-Jul-09 8420605

Value

10800

7200

10800

7200

3300

54000

24750

36000

49500

Total Services $203550

Date Disbursements Value

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 44: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

072909 DUPLICATING 1040

073109 DUPLICATING 200

073109 DUPLICATING 100

Total for DUPLICATING 1340

Total Disbursements $1340

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 45: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605

Initials Name Rate Amount

JAB 1 A BROWN 350 36000 126000

JSM J SMEEHAN 470 16500 77550

Total 820 $203550

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 46: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

8-Dec-09 8454977

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through November 30 2009 as summarized below and described in the narrative statement

SERVICES $ 682400

DISBURSEMENTS $ 14004

TOTAL THIS INVOICE $ 696404

PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)

1761184

TOTAL NOW DUE AND PAYABLE $ 2457588

To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds

Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAJl SENTERFITT

OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 47: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT

2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION

2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC

3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE

3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES

3-Nov-09 FURTHER PREPARATION OF MOTION FOR

Initials

AGM

AGM

AGM

JAB

JSM

RCE

JAB

JSM

RCE

Page 3

As of 30-Nov-09 Bill Number 8454977

Hours Value

120 19800

155 25575

055 9075

180 68400

100 16500

190 66500

120 45600

020 3300

120 42000

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 48: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER

4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS

4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION

5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION

6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES

6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE

9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES

9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME

1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS

10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT

12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL

Initials

JAB

RCE

JSM

JAB

JSM

JAB

JSM

JAB

JSM

JAB

Hours Value

200 76000

010

OAO

3500

6600

050

030

050

OAO

030

080

19000

4950

19000

6600

11400

13200

150 57000

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 49: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services

12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA

13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL

13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED

13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL

17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP

18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME

18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP

23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP

23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET

23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE

Initials

JSM

JAB

JSM

RCE

JSM

JAB

JSM

JAB

JSM

RCE

Hours

020

Value

3300

030

010

110

11400

1650

38500

020

080

3300

30400

0040 6600

030

010

080

11400

1650

28000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 50: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Date Services Initials Hours Value

HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING

24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING

30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO

30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE

Total Services $682400

Disbursements

110609 DUPLICATING 1680

110909 DUPLICATING 780

11110109 DUPLICATING 720

1112109 DUPLICATING 820

111709 DUPLICATING 3840

Total for DUPLICATING 7840

111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909

11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909

Total for DELIVERY SERVICE 2284

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 51: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 7

053016 0227433

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC

As of Bill Number

30-Nov-09 8454977

Disbursements

1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE

Total for WESTLA W RESEARCH 3880

Total Disbursements $14004

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 52: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 8

053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977

Initials Name Hours Rate Amount

AGM A G MCDONALD 330 16500 54450

JAB J A BROWN 950 38000 361000

JSM J SMEEHAN 430 16500 70950

RCE R C ELLIOTT 560 35000 196000

Total 2270 $682400

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 53: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

Il-Nov-09 8448452

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Number

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through October 312009 as summarized below and described in the narrative statement

SERVICES $ 1715500

DISBURSEMENTS $ 45684

TOTAL THIS INVOICE $ 1761184

-~--~-~~~---- -~-~--~-----

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds

Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account

clo SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO

TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 54: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

18000

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION

1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS

2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL

2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS

5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS

6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS

6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009

6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE

7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA

Initials

JAB

Asof Bill Number

Hours

050

JAB 050

AGM 120

JAB 120

JAB

JAB

070

180

JSM

RCE

100

020

AGM 155

Page 3

31-0ct-09 8448452

Value

18000

19800

43200

25200

64800

16500

6700

25575

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 55: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

DUCES TECUM FROM BANK OF AMERICA

7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS

7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS

8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES

8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE

9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING

9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES

9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS

9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP

10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP

Initials

JAB

As of Bill Number

Hours

150

RCE 010

JAB 250

RCE 0l0

AGM

JAB

055

650

JSM

RCE

JAB

200

010

080

Page 4

31-0ct-09 8448452

Value

54000

3350

90000

3350

9075

234000

33000

3350

28800

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 56: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Date Services

12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER

12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH

12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA

12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO

13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE

13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT

14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP

14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES

15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS

Initials

AGM

JAB

As of Bill Number

Hours

340

350

JSM

JSM

EHT

010

150

020

JAB 180

JAB 050

JSM

JAB

150

450

Page 5

31-0ct-09 8448452

Value

56100

126000

1650

24750

6300

64800

18000

24750

162000

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 57: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 6

053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

AND GOVERNMENT AGENCIES

lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH

JSM 200 33000

16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES

JAB 250 90000

16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH

JSM 050 8250

19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME

JAB 450 162000

19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS

JSM 020 3300

19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER

PCM 050 19250

20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA

JAB 080 28800

21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE

JAB 180 64800

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 58: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 7

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Date Services Initials Hours Value

TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA

22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL

22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY

23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP

27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS

29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS

29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME

Total Services $1715500

Date Disbursements ~

Total for POST A GE 139

100609 DUPLICATING 1960

100609 DUPLICATING 480

100609 DUPLICATING 7760

100709 DUPLICATING 8880

100709 DUPLICATING 1720

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 59: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt

053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC

Disbursements

100809 DUPLICATING

100909 DUPLICATING

1021109 DUPLICATING

102209 DUPLICATING

102309 DUPLICATING

Total for DUPLICATING

100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)

100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)

Total for TELEPHONE

1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902

Total for OTHER TRAVEL EXPENSES

1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902

Total for COURT REPORTER

Page 8

As of 31-0ct-09 Bill Number 8448452

7820

040

600

640

040

29940

1417

363

1780

825

13000

13000

Total Disbursements $45684

825

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 60: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 9

053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452

Initials Name Hours Rate Amount

AGM A G MCDONALD 820 16500 135300

EHT E H TRENT 020 31500 6300

JAB JABROWN 3850 36000 1386000

JSM J S MEEHAN 880 16500 145200

PCM PCMARSH 050 38500 19250

RCE R C ELLIOTT 070 33500 23450

Total 5690 $1715500

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 61: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593

Bill Date Bill No

6-0ct-09 8438754

MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332

Client Name Matter Name Matter Nnmber

PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433

INVOICE SUMMARY

For professional services rendered through September 30 2009 as summarized below and described in the narrative statement

SERVICES $ 142000

DISBURSEMENTS $ 000

TOTAL THIS INVOICE $ 142000

To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds

Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account

co SunTrust Bank Atlanta GA ABA Number 061000104

Account Number 0215-252207533 Reference your invoice number and matter number

IRS EIN 59-3117860

AKERMAN SENTERFITT

DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO

TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 62: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 3

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

~ Services

2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES

3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS

4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC

ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS

14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE

17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION

17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION

IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION

22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS

24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW

29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL

Initials

JAB

JAB

JAB

Hours

050

050

030

RCE 030

RCE 040

JAB

RCE

JAB

JAB

JAB

JAB

030

010

030

030

020

OSO

Value

lS000

lS000

10S00

10050

13400

10S00

3350

10S00

10S00

7200

28S00

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 63: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akennan Senterfitt Page 4

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754

Services Initials

CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA

Total Services $142000

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 64: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Akerman Senterfitt Page 5

053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754

Initials Name Rate Amount

JAB J A BROWN 320 36000 115200

RCE R C ELLIOTT 080 33500 26800

Total 400 $142000

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 65: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Exhibit 2

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 66: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

vs

GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company

Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER

Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company

Defendants

---------------------------------I

PILED JUN 05Z009

--=-- i1 CLERK ClncUI~

BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER

Plaintiff Bank of America NA (the Bank) by and through undersigned

counsel moves to compel the Receiver Michael Phelans compliance with the Courts

May 14 2009 Order appointing receiver As grounds therefore the Bank would show

1 On May 14 2009 after hearing evidence and the argument of counsel the

Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 67: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the

Order) In relevant portion the Order expressly directs the appointed Receiver for

Defendant 11-200I LLC Michael Phelan to discharge his duties as follows

a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)

b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder

Order Paragraphs 3(a) and (b)

2 Notwithstanding the Courts express direction to the Receiver to

promptly take possession of aU of the Collateral and marshal it away from the dealership

location some 22 days ago the Receiver has simply failed or refused to do so

3 Instead all of the Collateral remains at the dealership Rather than

marshal the Collateral offsite in preparation for commercially reasonable liquidation

activities as required by the Order the Receiver has instead ignored the express terms of

the Order and attempted to sell a substantial portion (the new car inventory) of the

Collateral back to a sister company of 11-2001 based on a purchase offer made to the

Receiver at the hearing appointing the Receiver See First Report of Receiver as to

Defendant 11-2001 (a copy of which is attached as Exhibit A)

2

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 68: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

4 The Receiver has not reported and apparently has not taken any other

actions to determine the market value of the Collateral the Receiver proposes to sell shy

other than relying on the information provided by Defendant 11-2001 Receiver prefers

to sell that Collateral to an affiliate of the debtor without ever determining through an

auction or any other third party marketing tool just what type of price that Collateral

might bringmiddot This is not commercially reasonable is contrary to the express terms of the

Order and damages the Banle

5 In addition to attempting to dispose of the new vehicle collateral without

ascertaining its market value the Receiver has utterly failed to marshal or remove any of

the other assets comprising the CollateraL With the exception of placing an

administrative hold on an 11-2001s bank account the Receiver has apparently

completely failed to ascertain the location of or marshal any of the other Collateral

contained within the Courts Order As set forth in Exhibit A Receiver intends to

commence its duties with respect to the other Collateral only after it completes the

proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is

contrary to the Order and damages the Bank

WHEREFORE the Bank respectfully requests this Court enter an Order

a Compelling ReceiverS strict compliance with its responsibilities laid out

in the terms and conditions of the original Order

b Setting appropriate milestone dates for Receivers prompt compliance

c Directing the Receiver to undertake and document its activities aimed at

marshaling the Collateral and determining the market value for that

Collateral

3

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 69: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

d Directing the Receiver to reimburse the Bank for its fees and costs in

bringing this motion and

e Providing the Bank such other and further relief as the Court deems

appropriate up to and including appointment of a replacement receiver to

carry out the original order~

Respectfully submitted this ~ day of June 2009

By-+____~~~~~_________

Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom

Attorneys for Bank ofAmerica NA

CERTIFICATE OF SERVICE

The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~

--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc

4

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 70: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

i EXHIBIT A I

i

5

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 71: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

11-2001 LLC Case l6-2008~l3005 Div CV-E

First Report ofReceiver Michael Phelan May 21 2009

Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A

Receivers Initial Duties

TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd

Receiver Engages Counsel

The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt

Dealership Inventory Issues

At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account

Other Assets

The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 72: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll

Books and Records

The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received

Inventory Reconciliation

Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records

Receipts and Disbursements ofReceiversbjp

The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 73: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

CO~1

IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA

CASE NO 2008middot3005-CA DIVISION CVmiddotE

BANK OF AMERICA NA a nationally chartered banking association

Plaintiff

VS

GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER

AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm

Defendants

I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES

The Receiver Michad Phelan by and through his undersigned counsel moves this Court

for an ortler continuing the sale of cenain motor vchides (as described herein) and in support

thereof Slates liS follows

jJA4S5i9611

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 74: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC

(Premier Atiantic1 by Order dated May 141009

2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the

amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the

Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a

COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and

incorporated herein as Composite Exbibit A

3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted

panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC

4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle

additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN

284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the

Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0

be agreed upon

5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and

Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier

Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or

Premier AutuIllotive on Atlantic LLC

6 While there are nltematives mechanisms for Ihe sale of the Vehicles and

Additional Vehicles including but notlimiled to an auction with competitive bidding there is

also uncertainty us to the net amount to be received through such alternative sale mechanisms

and there is no guaranty that such alternatives would result in a higher net yield

WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order

confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000

1~SS19611

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 75: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon

in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and

proper

Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~

By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500

l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom

A nORNEYS FOR RECE1VER MICHAEL PHELAN

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207

Page 76: Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]

middot

CERTlFICATE OF SERVICE

I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to

Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202

Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308

Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202

Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216

Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202

Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332

Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065

WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769

Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207