Case 1:10-cv Document 1 Filed 01/29/10 Page 1 of 41. Plaintiff,

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1 Case 1:10-cv Document 1 Filed 01/29/10 Page 1 of 41 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION BANK OF MONTREAL, AS ADMINISTRATIVE AGENT V. Plaintiff, YELLOW CAB SERVICE CORPORATION OF FLORIDA, INC., a Florida corporation; WEST FLORIDA TRANSPORTATION GROUP, LLC (formerly known as CLEARWATER YELLOW CAB, LLC, a Florida limited liability company; ST. PETE YELLOW CAB, LLC, a Florida limited liability company; TRAN-STAR EXECUTIVE TRANSPORTATION SERVICES OF FLORIDA, INC., a Florida corporation; CAM-JO, INC., a Florida corporation; JTG LEASING, LLC, a Florida limited liability company; JMT LEASING, LLC, a Florida limited liability company; PALM BEACH TRANSPORTATION GROUP, LLC, a Florida limited liability company; METRO CAB, LLC, a Florida limited liability company; PBMT LEASING, LLC, a Florida limited liability company; JACKSONVILLE TRANSPORTATION GROUP, LLC, a Florida limited liability company; JACKSONVILLE METRO TRANSPORTATION, LLC, a Florida limited liability company; JACKSONVILLE LIMOUSINE SERVICES, INC., a Florida corporation; PBTG LEASING, LLC, a Florida limited liability company; PALM BEACH METRO TRANSPORTATION, LLC, a Florida limited liability company; METRO TRANSIT, LLC, a Florida limited liability company; BAY AREA YELLOW CAB, LLC, a Florida limited liability company; PARA-TRANSIT INC., a Florida corporation; CAMBAS INVESTMENTS INC., a Florida corporation; and CULLAN F. MEATHE Defendants. No. 10-cv COMPLAINT FOR BREACH OF CONTRACT, FORECLOSURE OF SECURITY INTERESTS, BREACH OF GUARANTY, PIERCING THE CORPORATE VEIL, FRAUDULENT CONVEYANCE, COMMON LAW FRAUD, UNJUST ENRICHMENT, EQUITABLE LIEN, APPOINTMENT OF A RECEIVER, INJUNCTIVE AND OTHER RELIEF doc

2 Case 1:10-cv Document 1 Filed 01/29/10 Page 2 of 41 NOW COMES Bank of Montreal ( Bank of Montreal, as Administrative Agent (the Agent to allege against defendants Yellow Cab Services Corporation of Florida, Inc., West Florida Transportation Group (formerly known as Clearwater Yellow Cab, LLC, St. Pete Yellow Cab, LLC, Tran-Star Executive Transportation Services of Florida, Inc., Cam-Jo, Inc., JTG Leasing, LLC, JMT Leasing, LLC, Palm Beach Transportation Group, LLC, Metro Cab, LLC, PBMT Leasing, LLC, Jacksonville Transportation Group, LLC, Jacksonville Metro Transportation, LLC, Jacksonville Limousine Services, Inc., PBTG Leasing, LLC, Palm Beach Metro Transportation, LLC, Metro Transit, LLC, Bay Area Yellow Cab, LLC, Para-Transit Inc., Cambas Investments, Inc. and Cullan F. Meathe, and for its Complaint for Breach of Contract, Foreclosure of Security Interests, Breach of Guaranty, Piercing the Corporate Veil, Fraudulent Conveyance, Common Law Fraud, Unjust Enrichment, Equitable Lien, Appointment of a Receiver, Injunctive and Other Relief (the Complaint, respectfully states as follows: 1 SUMMARY OF THE ALLEGATIONS 1. The Borrowers and Guarantors, as defined herein, borrowed (or guaranteed over $40 million from the Lenders for whom the Agent acts in order to finance their taxi and airport transportation businesses in various cities in Florida. At all times relevant, the Yellow Cab Service Corporation of Florida, Inc. operated in Jacksonville and Yellow Cab Service Corporation of Florida, Inc. currently operates in West Palm Beach, Florida, Clearwater Yellow 1 Yellow Cab Service Corporation of Florida, Inc., West Florida Transportation Group, LLC (formerly known as Clearwater Yellow Cab, LLC and St. Pete Yellow Cab, LLC, are collectively referred to herein as the Borrowers and each individually as a Borrower. Tran-Star Executive Transportation Services of Florida, Inc., Cam-Jo, Inc., JTG Leasing, LLC, JMT Leasing, LLC, Palm Beach Transportation Group, LLC, Metro Cab, LLC, PBMT Leasing, LLC, Jacksonville Transportation Group, LLC, Jacksonville Metro Transportation, LLC, PBTG Leasing, LLC, Palm Beach Metro Transportation, LLC, Metro Transit, LLC and Cullan F. Meathe are collectively referred to herein as the Guarantors and each individually as a Guarantor. Jacksonville Limousine Services, Inc., Bay Area Yellow Cab, LLC, Para-Transit Inc. and Cambas Investments Inc. are collectively referred to herein as the Non-Borrower Entities and each individually as a Non-Borrower Entity. Capitalized terms not defined herein shall have the meaning ascribed to them in that certain Credit Agreement (defined below

3 Case 1:10-cv Document 1 Filed 01/29/10 Page 3 of 41 Cab, LLC operates in Clearwater, Florida, and St. Pete Yellow Cab, LLC operates in St. Petersburg, Florida. All of the stock of all of these entities is owned by Defendant Cullan F. Meathe and has been pledged to the Agent to secure the indebtedness described herein. 2. Not only have the Defendants failed to live up to their obligations under the Loan Documents, but they have acted to defraud the Agent and the Lenders. 3. Counts I-IV of this Complaint are essentially contract counts arising out of a failure by the Borrowers to repay certain loans and the failure of the Guarantors to make payment when the Borrowers defaulted. 4. The Borrowers had pledged to the Agent substantially all of their assets and had covenanted to conduct their business in accordance with the provisions of the Credit Agreement. 5. However, subsequent to the Defendants default, it has become evident that the operations of the Borrowers and Guarantors have been rife with self-dealing and that their principal, in particular Cullan F. Meathe, has taken substantial inappropriate distributions and commingled his assets with those of the other Defendants, including the Non-Borrower Entities, which rendered the other Defendants unable to repay their indebtedness to the Lenders. 6. In fact, Mr. Meathe used the Borrowers and Guarantors as his own personal piggy bank and has referred to the Borrowers and Guarantors as his personal checking account. As just one example, despite the dire financial situation of the Borrowers and Guarantors, Mr. Meathe caused one of the borrowers to acquire an exotic luxury automobile - a Rolls-Royce Phantom - for his personal use. 7. As such, Counts V-XIV seek to pierce the corporate veil and seek legal and equitable relief for Fraudulent Transfer, Common Law Fraud, Unjust Enrichment, Accounting, Constructive Trust, an Equitable Lien, the Appointment of a Receiver and an Injunction

4 Case 1:10-cv Document 1 Filed 01/29/10 Page 4 of 41 THE PARTIES 8. The Agent is a Canadian chartered bank with a principal place of business in the United States located in Chicago, Illinois. 9. Under the terms of the Credit Agreement, as defined herein, the Agent is empowered to exercise remedies upon the recurrence of an Event of Default and to take action to enforce the rights in the Collateral. 10. The Agent has been duly authorized by the Lenders to bring this action. 11. Yellow Cab Service Corporation of Florida, Inc. is a Florida corporation with its principal place of business at 146 Nurmi Drive, Ft. Lauderdale, FL and is a Borrower under the Credit Agreement, as defined herein. 12. West Florida Transportation Group, LLC (formerly known as Clearwater Yellow Cab, LLC is a Florida limited liability company with its principal place of business at 146 Nurmi Drive, Ft. Lauderdale, FL and is a Borrower under the Credit Agreement, as defined herein. 13. No member of West Florida Transportation Group, LLC is domiciled in Illinois. 14. St. Pete Yellow Cab, LLC is a Florida limited liability company with its principal place of business at 146 Nurmi Drive, Ft. Lauderdale, FL and is a Borrower under the Credit Agreement, as defined herein. 15. No member of St. Pete Yellow Cab, LLC is domiciled in Illinois. 16. Tran-Star Executive Transportation Services of Florida, Inc. is a Florida corporation with its principal place of business at U.S. 19 North, Clearwater, FL and is a Guarantor under the Credit Agreement, as defined herein

5 Case 1:10-cv Document 1 Filed 01/29/10 Page 5 of Cam-Jo, Inc. is a Florida corporation with its principal place of business at U.S. 19 North, Clearwater, FL and is a Guarantor under the Credit Agreement, as defined herein. 18. JTG Leasing, LLC is a Florida limited liability company with its principal place of business at 5320 Springfield Blvd., Jacksonville, FL and is a Guarantor under the Credit Agreement, as defined herein. 19. No member of JTG Leasing, LLC is domiciled in Illinois. 20. JMT Leasing, LLC is a Florida limited liability company with its principal place of business at 5320 Springfield Blvd., Jacksonville, FL and is a Guarantor under the Credit Agreement, as defined herein. 21. No member of JMT Leasing, LLC is domiciled in Illinois. 22. Palm Beach Transportation Group, LLC is a Florida limited liability company with its principal place of business at 1700 N. Florida Mango Road, West Palm Beach, FL and is a Guarantor under the Credit Agreement, as defined herein. 23. No member of Palm Beach Transportation Group, LLC is domiciled in Illinois. 24. Metro Cab, LLC is a Florida limited liability company with its principal place of business at U.S. 19 North, Clearwater, FL and is a Guarantor under the Credit Agreement, as defined herein. 25. No member of Metro Cab, LLC is domiciled in Illinois. 26. PBMT Leasing, LLC is a Florida limited liability company with its principal place of business at 1700 N. Florida Mango Road, West Palm Beach, FL and is a Guarantor under the Credit Agreement, as defined herein. 27. No member of PBMT Leasing, LLC is domiciled in Illinois

6 Case 1:10-cv Document 1 Filed 01/29/10 Page 6 of Jacksonville Transportation Group, LLC is a Florida limited liability company with its principal place of business at 5320 Springfield Road, Jacksonville, FL and is a Guarantor under the Credit Agreement, as defined herein. 29. No member of Jacksonville Transportation Group, LLC is domiciled in Illinois. 30. Jacksonville Metro Transportation, LLC is a Florida limited liability company with its principal place of business at 5320 Springfield Road, Jacksonville, FL and is a Guarantor under the Credit Agreement, as defined herein. 31. No member of Jacksonville Metro Transportation, LLC is domiciled in Illinois. 32. Jacksonville Limousine Services, Inc. is a Florida corporation with its principal place of business at 5320 Springfield Road, Jacksonville, FL and is one of the Non-Borrower Entities, as defined herein. 33. PBTG Leasing, LLC is a Florida limited liability company with its principal place of business at 1700 N. Florida Mango Road, West Palm Beach, FL and is a Guarantor under the Credit Agreement, as defined herein. 34. No member of PBTG Leasing, LLC is domiciled in Illinois. 35. Palm Beach Metro Transportation, LLC is a Florida limited liability company with its principal place of business at 1700 N. Florida Mango Road, West Palm Beach, FL and is a Guarantor under the Credit Agreement, as defined herein. 36. No member of Palm Beach Metro Transportation, LLC is domiciled in Illinois. 37. Metro Transit, LLC is a Florida limited liability company with its principal place of business at U.S. 19 North, Clearwater, FL and is a Guarantor under the Credit Agreement, as defined herein. 38. No member of Metro Transit, LLC is domiciled in Illinois

7 Case 1:10-cv Document 1 Filed 01/29/10 Page 7 of Bay Area Yellow Cab, LLC is a Florida limited liability company with its principal place of business at U.S. 19 North, Clearwater, FL and is one of the Non-Borrower Entities, as defined herein. 40. No member of Bay Area Yellow Cab, LLC is domiciled in Illinois. 41. Para-Transit Inc. is a Florida corporation with its principal place of business at U.S. 19 North, Clearwater, FL and is one of the Non-Borrower Entities, as defined herein. 42. Cambas Investments Inc. is a Florida corporation with its principal place of business at U.S. 19 North, Clearwater, FL and is one of the Non-Borrower Entities, as defined herein. 43. Cullan F. Meathe ( Meathe is an individual who is a citizen and resident of a state other than Illinois residing at 505 Middle River Drive, Ft. Lauderdale, FL and is a Limited Guarantor and party to the Pledge Agreement both as defined herein. 44. Meathe, directly or indirectly, owns 100% of each Borrower, Guarantor and Non-Borrower Entity. JURISDICTION AND VENUE 45. Jurisdiction is proper in this Court pursuant to 28 U.S.C. 1332(a. 46. Venue is proper in this district pursuant to 28 U.S.C. 1391(a and (c. 47. Each of the Defendants is subject to personal jurisdiction pursuant to the State of Illinois long arm statute. 735 ILCS 5/ Additionally, each of the Borrowers and Guarantors has consented to jurisdiction and venue under the terms of the Credit Agreement in this district. 49. This is a civil action involving, exclusive of interest and costs, a sum in excess of $75,

8 Case 1:10-cv Document 1 Filed 01/29/10 Page 8 of Every issue of law and fact in this action is wholly between plaintiffs who all reside in and are citizens of states different from those in which defendants reside and of which they are citizens. BACKGROUND 51. On August 18, 2006, Defendants Yellow Cab Service Corporation of Florida, Inc. ( YCS, West Florida Transportation Group (formerly known as Clearwater Yellow Cab, LLC ( CYC, and St. Pete Yellow Cab, LLC ( SPYC, the Subsidiaries of the Borrowers as Guarantors and certain other parties entered into a credit agreement with the Agent and the Lenders party to the Agent (the Original Credit Agreement, which provided for certain term loan commitments and revolving loan commitments. 52. A true and correct copy of the Credit Agreement is attached hereto as Exhibit 1 and incorporated herein. 53. Under the terms of the Original Credit Agreement, the Lenders loaned approximately $40 million to the Borrowers and the Guarantors guaranteed payment thereof. 54. The Borrowers were required to make quarterly payments of principal and periodic interest payments under the Original Credit Agreement. 55. Subsequently, the Borrowers and Guarantors requested the modification of certain financial covenants in the Original Credit Agreement. 56. The Borrowers and Guarantors entered into that certain First Amendment to Credit Agreement dated as of November 10, 2006 with the Lenders and the Agent (the First Amendment. 57. Except as modified by the First Amendment, the terms of the Original Credit Agreement remained in full force and effect

9 Case 1:10-cv Document 1 Filed 01/29/10 Page 9 of A true and correct copy of the First Amendment is attached hereto as Exhibit 2 and incorporated herein. 59. Thereafter, the Borrowers and Guarantors requested a waiver of certain nonmonetary defaults and the further amendment of certain financial covenants. 60. The Borrowers and Guarantors entered into that certain Second Amendment to and Waiver of Credit Agreement dated as of January 31, 2007 with the Lenders and the Agent (the Second Amendment. 61. Except as modified by the Second Amendment, the terms of the Original Credit Agreement and First Amendment remained in full force and effect. 62. A true and correct copy of the Second Amendment is attached hereto as Exhibit 3 and incorporated herein. 63. Again, the Borrowers and Guarantors sought additional credit from the Lenders and to amend certain financial covenants. 64. The Borrowers and Guarantors entered into that certain Third Amendment to Credit Agreement dated as of May 31, 2007 with the Lenders and the Agent (the Third Amendment. 65. Under the Third Amendment, the Borrowers and Guarantors acknowledged that they were in default. 66. Under the Third Amendment, the Borrowers and Guarantors further acknowledged that there was $36,859, justly and truly owed by the Borrowers to the Lenders and the Agent without defense, offset or counterclaim. 67. Except as modified by the Third Amendment, the terms of the Original Credit Agreement as well as those in the First Amendment and Second Amendment remained in full force and effect

10 Case 1:10-cv Document 1 Filed 01/29/10 Page 10 of A true and correct copy of the Third Amendment is attached hereto as Exhibit 4 and incorporated herein. 69. Sometime later, the Borrowers and Guarantors asked to extend further the maturity date of the indebtedness under the Original Credit Agreement and to make certain new advances. 70. The Borrowers and Guarantors entered into that certain Fourth Amendment to Credit Agreement dated as of December 31, 2007 with the Lenders and the Agent (the Fourth Amendment. 71. Under the Fourth Amendment, the Borrowers and Guarantors acknowledged their default and acknowledged that there was, at that time, $40,874, justly and truly owed by the Borrowers to the Agent without defense, offset or counterclaim. 72. Except as modified by the Fourth Amendment, the terms of the Original Credit Agreement as well as those in the First Amendment, the Second Amendment and the Third Amendment remained in full force and effect. 73. A true and correct copy of the Fourth Amendment is attached hereto as Exhibit 5 and incorporated herein. 74. Thereafter, the Borrowers and Guarantors again sought to extend the maturity date of the obligations under the Original Credit Agreement. 75. The Borrowers and Guarantors entered into that certain Fifth Amendment to Credit Agreement dated as of April 15, 2008 with the Lenders and the Agent (the Fifth Amendment. 76. Except as modified by the Fifth Amendment, the terms of the Original Credit Agreement as well as those in the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment remained in full force and effect

11 Case 1:10-cv Document 1 Filed 01/29/10 Page 11 of A true and correct copy of the Fifth Amendment is attached hereto as Exhibit 6 and incorporated herein. 78. The Borrowers and Guarantors requested to extend further the maturity date of the obligations under the Original Credit Agreement. 79. The Borrowers and Guarantors entered into that certain Sixth Amendment to Credit Agreement dated as of July 15, 2008 with the Lenders and the Agent (the Sixth Amendment. 80. Except as modified by the Sixth Amendment, the terms of the Original Credit Agreement as well as those in the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment remained in full force and effect. 81. A true and correct copy of the Sixth Amendment is attached hereto as Exhibit 7 and incorporated herein The Credit Agreement provided that if an Event of Default occurred, the Borrowers are required to pay all costs and expenses of the Agent and each Lender, as defined therein, including attorneys fees and costs. 83. The Credit Agreement also included certain Representations and Warranties including, but not limited to, that the financial reports provided to the Agent fairly present in all material respects the financial condition of the Borrowers and the Guarantors. 84. Pursuant to the Credit Agreement, the Borrowers and Guarantors further warranted that they had made full and truthful disclosure of all material facts relating to the financing contemplated by the Credit Agreement. 2 The Original Credit Agreement, together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment are hereinafter referred to collectively as the Credit Agreement

12 Case 1:10-cv Document 1 Filed 01/29/10 Page 12 of Additionally, the Credit Agreement contained certain Covenants in which the Borrowers and Guarantors agreed to maintain an appropriate accounting system in accordance with GAAP, provide accurate financial reports to the Agent, provide certain compliance certificates, limit distributions or dividends to certain insiders, and comply in all material respects with all federal, state and local laws. 86. Further, as referred to above, the Credit Agreement contained certain general guarantees (the Guarantees whereby each Borrower, together with the Guarantors, the subsidiaries and affiliates Tran-Star Executive Transportation Services of Florida, Inc., Cam-Jo, Inc., JTG Leasing, LLC, JMT Leasing, LLC, Palm Beach Transportation Group, LLC, Metro Cab, LLC, PBMT Leasing, LLC, Jacksonville Transportation Group, LLC, Jacksonville Metro Transportation, LLC, PBTG Leasing, LLC, Palm Beach Metro Transportation, LLC, and Metro Transit, LLC, unconditionally and irrevocably guaranteed, jointly and severally, all present and future Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability as defined under the Credit Agreement. 87. To secure its indebtedness under the Credit Agreement, each of the Borrowers and the Guarantors executed that certain Security Agreement dated as of August 18, 2006 (the Security Agreement in which the Borrowers and the Guarantors pledged substantially all of their assets to the Agent, including but not limited to inventory, equipment, accounts, and instruments as more fully set forth therein, to secure their obligations under the Credit Agreement. Each of the Subsidiaries of the Borrowers was, pursuant to the terms of the Credit Agreement, to execute a guaranty and such collateral documents as the Agent might require. Although the Non-Borrower Entities were each a Subsidiary as defined under the Credit Agreement, such documentation was never delivered to the Agent

13 Case 1:10-cv Document 1 Filed 01/29/10 Page 13 of A true and correct copy of the Security Agreement is attached hereto as Exhibit 8 and is incorporated herein. 89. To further collateralize the Borrowers indebtedness under the Credit Agreement, the Borrowers and Meathe, among others, pledged all shares of stock, partnership interests, LLC membership interests and the proceeds thereof in each of the Borrowers or any subsidiary thereof owned by such Pledgor pursuant to that certain Pledge Agreement dated as of August 18, A true and correct copy of the Pledge Agreement is attached hereto as Exhibit 9 and is incorporated herein. 91. Additionally, Meathe executed that certain limited guaranty dated as of August 18, 2006 (as heretofore reaffirmed and amended, the Limited Guaranty, which guaranteed the Borrowers indebtedness to the Agent under the Credit Agreement up to $10 million. 92. A true and correct copy of the Limited Guaranty is attached hereto as Exhibit 10 and is incorporated herein. 93. The Agent and the Lenders have fully performed on all of their obligations under the Credit Agreement, the Security Agreement and the Pledge Agreement. 94. Beginning at least late 2006, the Borrowers failed to comply with provisions of the Credit Agreement. 95. Certain failures to comply with the Credit Agreement were the subject of limited waivers, but the indebtedness under the Credit Agreement as extended by the various amendments thereto matured on October 31, The Borrowers failed to make payment when due on and after October 31, 2008, which failure has not been waived

14 Case 1:10-cv Document 1 Filed 01/29/10 Page 14 of Under the Loan Documents, the Borrowers had the obligation to repay the Obligations under the Credit Agreement when due, as well as the other non-payment obligations and covenants. 98. On January 2, 2009, the Agent issued that certain Notice of Acceleration and Demand for Payment (the Acceleration Notice to the Borrowers. 99. A true and correct copy of the Acceleration Notice is attached hereto as Exhibit 11 and is incorporated herein Upon acceleration of the Obligations, the default interest rate on the Obligations was applicable Despite the fact that all Obligations were declared due and payable and despite demand, the Borrowers have failed and refused to make payment on amounts owing under the Credit Agreement Additionally, despite demand, a copy of which is attached hereto as Exhibit 12 and is incorporated herein, the Guarantors have failed and refused to make payment on amounts owing under the Guarantees Further, despite demand, a copy of which is attached hereto as Exhibit 13 and is incorporated herein, Meathe has failed to make payment when due on the Limited Guaranty At the same time, the management of the Borrowers and Guarantors has been haphazard, lacking adequate accounting controls or ability to produce reliable financial statements. During all times relevant, the accounts were not reconciled in any meaningful way and the books were not fully closed. Teams of financial professionals retained by the Borrowers after the defaults at the behest of the Agent and Lenders have struggled to unravel the financial affairs of these Borrowers. Financial information, termed a quality of earnings report, developed by consultants to the Borrowers and Guarantors, without any representation as

15 Case 1:10-cv Document 1 Filed 01/29/10 Page 15 of 41 to accuracy, will not be made available to the Agent and Lenders without a release and indemnity to such consultant by the Agent and Lenders Despite these deficiencies and his control and domination of the Borrowers and Guarantors and the Non-Borrower Entities, Meathe has failed to recognize the corporate formalities of the individual companies Further, despite the Borrowers and Guarantors defaults, Meathe has continued to draw large monthly distributions, at one time exceeding $152,000 a month Indeed, Meathe has used the Florida operations as his personal checking account, supporting his lifestyle from the business For example, Meathe has used the funds of the Borrowers and Guarantors to pay his personal credit card statements Meathe failed to provide adequate accounting for these payments Meathe also caused a borrower to lease a Rolls Royce Phantom automobile Meathe claimed that the Rolls-Royce acquisition was an appropriate business expense However, the Rolls-Royce was primarily for Meathe s personal use Further, Meathe has refused to disclose to the Agent facts surrounding a large settlement of a dispute with a supplier despite the fact that the Lenders have a security interest in any payments Meathe, on information and belief, is in precarious financial condition which has been compounded by the entry of a judgment against him personally in the State of Michigan for approximately $1.9 million. The judgment creditor has begun enforcement proceedings to collect the judgment, raising concerns that the security interests of the Agent and Lenders will be compromised by the actions of Meathe

16 Case 1:10-cv Document 1 Filed 01/29/10 Page 16 of Despite their inability to operate the businesses successfully and to meet their obligations under the Credit Agreement, the Defendants refused to sell the companies and forego their source of funds when they received a legitimate offer that would have been sufficient to retire the indebtedness to the Lenders. COUNT I: BREACH OF CONTRACT AGAINST THE BORROWERS 116. The Agent hereby incorporates paragraphs 1 through 115 above as if fully set forth herein The Borrowers and the Agent entered into a valid, binding and enforceable Credit Agreement The Agent has duly performed all of its obligations under the Credit Agreement The Agent sent that Acceleration Notice on January 2, 2009 in which it, inter alia, accelerated the loan and demanded payment of all amounts due and owing under the Credit Agreement Despite demand, the Borrowers have failed to perform on their monetary obligations under the Credit Agreement, including, but not limited to, paying principal and interest when due when the indebtedness matured on October 31, The Borrowers have committed further breaches, including Section 8.5 of the Credit Agreement, by providing false and misleading financial reports to the Agent The Borrowers have further breached the Credit Agreement, including Section 8.5 of the Credit Agreement, by failing to maintain an accounting system in compliance with GAAP The Borrowers further breached their obligations under Section 8.5 of the Credit Agreement by failing to reconcile cash, processing hundreds of checks without releasing them,

17 Case 1:10-cv Document 1 Filed 01/29/10 Page 17 of 41 rendering the analysis of payables or cash impossible by other accounting irregularities, and settling accounts with vendors outside of the accounting system The Borrowers are in further breach by failing to comply with numerous other covenants, representations and warranties under the Credit Agreement including their obligation to deliver the guaranties and collateral documents of the Non-Borrower Entities By virtue of the Borrowers breach, the Agent has suffered damages in the principal amount of $42,072,316.95, together with interest payable at the applicable rate as provided for under the Credit Agreement which as of January 21, 2010 was $1,013, together with further accuracy interest, fees and costs. In addition, the unpaid balance of the Hedging Liability, as defined under the Credit Agreement is $188, and accrued but unpaid interest thereon as of January 21, 2010 was $2,219.21, plus further accruing interest, attorneys fees and costs. WHEREFORE, the Agent respectfully requests that this Court enter judgment in the amount of at least $43,276, against Yellow Cab Service Corporation of Florida, Inc., West Florida Transportation Group, LLC (formerly known as Clearwater Yellow Cab, LLC, and St. Pete Yellow Cab, LLC, plus further accruing interest, costs and fees. COUNT II: FORECLOSURE OF SECURITY INTEREST 126. The Agent hereby incorporates paragraphs 1 through 115 above as if fully set forth herein As set forth in greater detail above, the Borrowers and Guarantors executed a Security Agreement dated as of August 18, 2006 in favor of the Agent The Security Agreement secured all Obligations due and owing under the Credit Agreement, as well as all Hedging Liability and Funds Transfer and Deposit Account Liability as defined under the Loan Documents

18 Case 1:10-cv Document 1 Filed 01/29/10 Page 18 of The Security Agreement granted the Agent a security interest in substantially all of the personal property of the Borrowers, including, but not limited to, Accounts, Chattel Paper, Instruments, Documents, General Intangibles, Letter-of-Credit Rights, Supporting Obligations, Deposit Accounts, Investment Property, Inventory, Equipment, Fixtures, Commercial Tort Claims, Rights to Merchandise and other Goods, Monies, and proceeds of the foregoing (as set forth in greater detail and defined in the Security Agreement, the Collateral Pursuant to the Security Agreement, an Event of Default occurred when the Borrowers defaulted on their obligations under the Credit Agreement The Agent has performed on all of its obligations under the Security Agreement, the Credit Agreement, and all other relevant agreements between the Agent and the Borrowers Pursuant to the Security Agreement, the Agent is entitled to immediate possession of the Collateral and the proceeds thereof, including the proceeds of the settlement of the dispute with suppliers, and judicial foreclosure and sale of its interest in the Collateral. WHEREFORE, the Agent respectfully requests that this Court enter judgment in its favor, order the Borrowers to immediately surrender the collateral to the Agent, allow the Agent to foreclose and sell the Collateral pursuant to a Court-supervised sale, thereafter confirm the sale as commercially reasonable and enter any other relief that it deems just. COUNT III: BREACH OF GUARANTY AGAINST THE GUARANTORS 133. The Agent hereby incorporates paragraphs 1 through 115 and 117 through 125 above as if fully set forth herein As a result of the Borrowers monetary and nonmonetary defaults under the Credit Agreement, and by virtue of their Guaranties, and the demand for payment thereon, each

19 Case 1:10-cv Document 1 Filed 01/29/10 Page 19 of 41 of the Guarantors are jointly and severally liable for all obligations due and owing under the Credit Agreement. WHEREFORE, the Agent respectfully requests that this Court enter judgment in the amount of $43,276,082.74, plus further accruing interest under the terms of Transaction Documents or as otherwise permitted under applicable law, attorneys fees and costs against Tran-Star Executive Transportation Services of Florida, Inc., Cam-Jo, Inc., JTG Leasing, LLC, JMT Leasing, LLC, Palm Beach Transportation Group, LLC, Metro Cab, LLC, PBMT Leasing, LLC, Jacksonville Transportation Group, LLC, Jacksonville Metro Transportation, LLC, PBTG Leasing, LLC, Palm Beach Metro Transportation, LLC, and Metro Transit, LLC, plus further accruing costs and fees. COUNT IV: BREACH OF LIMITED GUARANTY AGAINST MEATHE 135. The Agent hereby incorporates paragraphs 1 through 115 and 117 through 125 above as if fully set forth herein As a result of the Borrowers monetary and nonmonetary defaults on their obligations under the Credit Agreement, and by virtue of the Limited Guaranty and the demand for payment thereon, Meathe is jointly and severally liable for all obligations due and owing under the Credit Agreement up to $10 million. WHEREFORE, the Agent respectfully requests that this Court enter judgment in the amount of $10 million against Cullen F. Meathe, plus interest under the terms of the Transaction Documents or as otherwise permitted under applicable law, and all reasonable out-of-pocket expenses, attorneys fees and costs. COUNT V: PIERCING THE CORPORATE VEIL OF THE BORROWERS AND GUARANTORS AGAINST MEATHE AND NON-BORROWER ENTITIES 137. The Agent hereby incorporates paragraphs 1 through 115 above as if fully set forth herein

20 Case 1:10-cv Document 1 Filed 01/29/10 Page 20 of Defendant Meathe organized or caused to be organized the Borrowers and Guarantors for the stated purpose of providing various transportation services The Borrowers and Guarantors provide transportation services in several cities within the State of Florida Meathe, directly or indirectly, holds a 100% ownership interest in all of the Borrowers and Guarantors Additionally, upon information and belief, Meathe also controls the Non- Borrower Entities whose affairs Meathe has caused to become hopelessly intertwined and commingled with the affairs of the Borrowers and Guarantors Meathe, controls all of the capital stock of the Borrowers and Guarantors and the Non-Borrower Entities Meathe is and has been, conducting, managing and controlling the affairs of the Borrowers and Guarantors and the Non-Borrower Entities as though they were Meathe s own personal businesses unfettered by any agreements with third parties, and has used the Borrowers and Guarantors and the Non-Borrower Entities for the purpose of defrauding the Agent and the Lenders and others similarly situated, as set forth below Meathe dominates and controls the operations of all of the Borrowers and Guarantors and the Non-Borrower Entities The Borrowers, Guarantors and the Non-Borrower Entities share certain overlapping directorships and controlling membership interests, such that each of the Borrowers, Guarantors and Non-Borrower Entities are controlled by Meathe For example, Meathe created Company 99, which was spread across the balance sheets of the Borrowers, as a vehicle to conceal deposits and withdrawals on the books of the Borrowers

21 Case 1:10-cv Document 1 Filed 01/29/10 Page 21 of The use of Company 99, and the abuse of the corporate veils of the Borrowers, the Guarantors and, on information and belief, the Non-Borrower Entities facilitated Meathe s ability to use the Borrowers and Guarantors to fund personal expenses, and destroyed any meaningful separateness of identity of the Borrowers and Guarantors Instead of using the proceeds of the Term Loan and Revolving Loan for the purpose permitted by the Credit Agreement, Meathe instead chose to use these companies as his personal piggybank, through elaborate and fraudulent schemes that included check kiting, false and fraudulent accounting practices involving separate sets of books, and the diversion of funds loaned by the Lenders to the principals and employees of the Borrowers and Guarantors as well as to Non-Borrower Entities controlled by Meathe. A. Meathe Maintained a Second Set of Accounting Records, Known as Company 99, which has not been Explained 149. Meathe caused certain of the Borrowers and certain of their affiliates to maintain a separate set of books, which they referred to as Company 99 or Yellow Cab Accounts Payable ( Company Company 99 included a bank account spread among the balance sheets of Borrowers Yellow Cab Service Corporation of Florida, Inc., Clearwater Yellow Cab, LLC (now known as West Florida Transportation Group, LLC and St. Pete Yellow Cab, LLC. Agent The utilization of Company 99 was not adequately disclosed or explained to the 152. The full effect of the utilization of Company 99 by the Borrowers and their affiliates was not disclosed to and is presently unknown to the Agent On information and belief, the use of Company 99 enabled the Borrowers to deposit and disburse cash in a manner that would conceal the true nature of the deposits and

22 Case 1:10-cv Document 1 Filed 01/29/10 Page 22 of 41 withdrawals and prevent these transactions from becoming known or presented on the books of the Borrowers It does not appear that there has been an attempt by the Borrowers to match deposits or charges from Company 99 to the appropriate Borrower and the full impact of the use of Company 99 by the Borrower is unknown. B. Meathe used Fraudulent Accounting Practices to Conceal and Facilitate his Scheme to Commingle and Siphon off the Borrowers Assets and Appropriated the Agent s Collateral for Himself 1. Meathe Conceals a $750,000 Settlement with a supplier as an Expense Reimbursement 155. Meathe often used his position of dominance over the Borrowers, the Guarantors and Non-Borrower Entities to avoid disclosing to the Agent the true nature of his financial transactions For example, a check in the amount of $750,000, signed by the Treasurer of a supplier, was deposited into a company account at Wachovia Bank and characterized by Meathe as an expense reimbursement Meathe and other management personnel concealed the true nature of this payment, which, on information and belief, represents the proceeds of the Agent s collateral under the Loan Documents When the Agent discovered this account through its own investigation, Meathe refused to provide the Agent with any information to substantiate the legitimacy of this transaction. On information and belief, although the $750,000 represented the proceeds of Collateral and should have been paid to the Agent, the funds have been utilized by Meathe for other purposes while the Collateral has been diminished to the detriment of the Lenders

23 Case 1:10-cv Document 1 Filed 01/29/10 Page 23 of Meathe Appropriates over $600,000 in 8 Months in 2008, and Causes a Borrower to Lease a Rolls Royce Phantom Automobile on his Behalf Under the Guise of a Business Expense, all While the Borrowers and Guarantors are on the Brink of Insolvency 159. Meathe also received significant direct payments from the Borrowers or the Guarantors Based on information provided by the Borrowers and Guarantors, Meathe had received approximately $640,000 for the first eight months of 2008 alone without consideration of the value of services rendered The total amount of money siphoned off by Meathe is unknown. For example, certain payments discovered to be for the benefit Meathe were under a receivable account titled Hampton Ridge. Hampton Ridge LLC is a co-defendant with Meathe in the litigation in which the judgment of approximately $1.9 million has been entered against the defendants Also, Meathe caused one of the borrowers to lease a Rolls Royce Phantom for his personal use Meathe asserted that the Rolls Royce Phantom had a direct business purpose despite the fact that it was his personal vehicle Meathe also sought to remain in control of the Borrowers and Guarantors despite the defaults by proposing a cash flow note which would allow him to continue to take undocumented sums of cash out of the business Upon information and belief, additional undisclosed payments have been made to Meathe from the accounts of the Borrowers, Guarantors and Non-Borrower Entities

24 Case 1:10-cv Document 1 Filed 01/29/10 Page 24 of Meathe Engaged in Movement of Funds Without Accounting Therefore 166. On information and belief, Meathe transferred money in and out of the Borrowers and Guarantors into Non-Borrower Entities with bank accounts at non-lender financial institutions without regard for corporate formalities or any contemporaneous accounting to support the legitimacy of the transfers The pattern of transfers left the books of the Borrowers significantly out of balance at the end of July 2008 and no reconciliation of the books has been made available to the Agent consistent with the terms of the Credit Agreement. C. The Financial Affairs of Meathe and Non-Borrower Entities have Become so Intertwined with the Borrowers and Guarantors that the Borrower and Guarantors Have Become Meathe s and the Non-Borrower Entities Alter Ego 168. Through their elaborate accounting schemes, both together and separately, involving Company 99 and the Non-Borrower Entities and improper withdrawals, Meathe and others operating at his direction, continually ignored the corporate separateness of the various Borrowers, Guarantors and Non-Borrower Entities In operating the various Borrowers, Guarantors and Non-Borrower Entities, Meathe failed to deal at arms length in transactions with and among the Borrowers, Guarantors and Non-Borrower Entities Meathe dominated the affairs of the Borrowers, Guarantors and Non-Borrower Entities and used the bank accounts of the Borrowers as his own personal piggybank, without regard for the corporate identities of the various Borrowers, Guarantors and Non-Borrower Entities Meathe utilized his position of dominance to siphon off corporate assets of the Borrowers, Guarantors and sometimes, on information and belief, to the Non-Borrower Entities

25 Case 1:10-cv Document 1 Filed 01/29/10 Page 25 of Meathe operated the Borrowers and the Guarantors as a mere instrumentality of himself Meathe operated the Borrowers, Guarantors and Non-Borrower Entities without regard to corporate formalities Meathe caused certain of the Borrowers, Guarantors and, on information and belief, Non-Borrower Entities to engage in intercompany transactions without proper documentation Such intercompany transactions represented, at best, uncontrolled payables and at worst, an off-book method to make undisclosed payments from funds of the Borrowers, Guarantors and Non-Borrower Entities Meathe operated the Borrowers, Guarantors and Non-Borrower Entities in a manner which hopelessly commingled the assets and liabilities of the various Borrowers, Guarantors and Non-Borrower Entities such that the distinction between the affairs of Meathe, the Non-Borrower Entities, the Borrowers and Guarantors no longer exists Meathe has so intermingled his personal and financial affairs with the Borrowers and Guarantors and, upon information and belief, the Non-Borrower Entities, that they have become the alter ego of Meathe The Borrowers, Guarantors and, on information and belief, Non-Borrower Entities were operated solely to advance the interests of Meathe, without regard for the interests of the Borrowers, Guarantors and Non-Borrower Entities The actions of Meathe rendered the Borrowers and Guarantors insolvent and unable to pay their debts as they became due

26 Case 1:10-cv Document 1 Filed 01/29/10 Page 26 of Meathe abused the privilege of incorporation in order to perpetuate an injustice or otherwise circumvent the law by looting corporate assets and leaving the Borrowers and Guarantors with insufficient funds to cover their debts to the Agent and others For the reasons set forth herein, and others, permitting Meathe to retain the protections of the corporate veil would sanction fraud and injustice Under these circumstances, it is necessary to pierce the corporate veil, including to the Non-Borrower Entities, and hold Meathe and the Non-Borrower Entities personally liable for the full amounts due the Agent from the Borrowers and Guarantors as set forth above. WHEREFORE, the Agent respectfully prays that this court pierce the corporate veil so that any judgment rendered in favor of the Agent in this matter may be enforced against Meathe individually or any Borrower, Guarantor, or Non-Borrower Entity, appoint a receiver to manage the affairs of the Borrowers and Guarantors and the Non-Borrower Entities, and enter such other relief as the Court deems proper. forth herein. COUNT VI: FRAUDULENT CONVEYANCE BASED ON ACTUAL FRAUD PURSUANT TO 740 ILCS 160/5 (MEATHE 183. The Agent incorporates paragraphs and above as if fully set 184. On August 18, 2006, the Borrowers and Guarantors entered into the Credit Agreement with the Agent. Further, on May 31, 2007, the Borrowers and Guarantors, including but limited to Meathe himself, acknowledged that they were in default of their obligations under the Credit Agreement and that they were indebted to the Agent in the amount of $36,859, without defense, offset or counterclaim This sum, which has subsequently grown, remains wholly unpaid, unsatisfied, and in full force, and defendants have failed and refused to satisfy this indebtedness

27 Case 1:10-cv Document 1 Filed 01/29/10 Page 27 of For the purpose of concealing his ownership of or interests in property of the Borrowers and Guarantors, including but limited to the Collateral, and with intent to defraud, delay and hinder the Agent, Meathe has caused unknown sums of cash and property of the Borrowers and Guarantors to be placed in various other persons, including Meathe himself, and entities controlled by him, at times in the form of excessive compensation, as well as other persons or entities unknown to the Agent, so that the Agent is unable to reach the property, although the Borrowers and Guarantors are the real and rightful owner of the property or interests in it (the Transfers All of the above-referenced Transfers were to insiders of the Borrowers and Guarantors, including Meathe himself Many of these Transfers were made in secret and not in the ordinary course of the Borrowers and Guarantors businesses Meathe engineered these Transfers despite knowledge of the indebtedness to the Agent and the highly leveraged nature and insolvency of the Borrowers and Guarantors Meathe used his control over the Borrowers and Guarantors to structure his dealings to prevent the Borrowers and Guarantors from meeting their obligations to the Agent The Borrowers and Guarantors were rendered insolvent by these Transfers or became insolvent shortly after the Transfers were made Each of the above-referenced Transfers were made in bad faith by the Borrowers and Guarantors and Meathe in order to benefit Meathe to the detriment of the Agent These transfers were made in contemplation of the Borrowers and Guarantors default in payment of their obligations to the Agent and were made with a view of protecting the

28 Case 1:10-cv Document 1 Filed 01/29/10 Page 28 of 41 property of the Borrowers and Guarantors against enforcement of remedies by the Agent for the benefit of Meathe The Transfers were fraudulent, in that, at the time Meathe, the Borrowers and Guarantors anticipated and expected that the judgments would be rendered against the Borrowers and Guarantors. The Transfers were made for the purpose of preventing any judgment from becoming a lien on the property and with the intent of defrauding, delaying and hindering the Agent in its collection As an insider, Meathe accepted these transfers with knowledge of the intent and purpose of the Borrowers and Guarantors On information and belief, Meathe is a direct or indirect beneficiary of all Transfers made by the Borrowers and Guarantors The Transfers were made without any consideration, and without any money or other thing of equivalent value being given, paid or received. These Transfers were fraudulent and void as to the Agent These Transfers tended to, and did, impair the rights of the Agent, in that it rendered the Borrowers and Guarantors insolvent and left them with no money or property out of which the Agent s judgment can be satisfied At the time of the Transfers, the Borrowers and Guarantors did not retain sufficient property to satisfy their existing debts and thus were rendered insolvent. Meathe knew or had notice of the facts when he received and accepted the Transfers and took possession of the property from the Borrowers and Guarantors

29 Case 1:10-cv Document 1 Filed 01/29/10 Page 29 of The Borrowers and Guarantors have other real, personal and mixed property, which in concert with Meathe, has been hidden and secreted, so as to make it appear to creditors that the Borrowers and Guarantors have no interest in the property Upon information and belief, the Borrowers and Guarantors own other assets which they have placed in the names of other persons or have otherwise secreted away, so as to make it appear to creditors that the Borrowers and Guarantors do not own these assets For the purpose of avoiding the claims of the Agent and other creditors and the enforcement of any judgments rendered against them, the Borrowers and Guarantors, by excessive compensation arrangements, pretended assignments, insider transfers, deliveries, gifts and sales, or other secret contrivances and devices, have put out of their name and possession, other real, personal and mixed property, for the purpose and with the intent of deceiving, defrauding, delaying and hindering the Agent in the recovering on its Indebtedness. All of this property is held directly or indirectly by Meathe and related firms and individuals acting in concert with Meathe, and with private agreements or understandings that the same, or some interest in it, shall inure to the benefit of Meathe The Agent has been unable to reach any of the above real, personal or mixed property by enforcement of remedies against the Borrowers and Guarantors or otherwise realize on its Collateral The above-referenced Transfers were made as part of a general scheme or plan to strip the Borrowers and Guarantors of their assets without regard to the needs of their creditors The above-referenced Transfers put the Borrowers and Guarantors firmly on the road to ruin and prevented them from generating enough cash from operations or to pay their debts and still sustain their operations