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Thread: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

  1. #601
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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by ProfHenryHiggins View Post
    Considering that only a tiny fraction of the total registered members have ever posted in one of the Holbrook threads, I wonder how they would rationalize that should one of the majority members take offense at such a revelation? Of course, the likelihood of this Sue person managing to figure out who even 10% of the members actually are without hacking is astronomical odds.

    And as I've commented in the past, I'm not involved with the Heather vs. Holbrook matter, so if someone drags me into it, I won't be polite.
    I think we can safely presume that it is all bluff and bluster, as always seems to be the case with anonymous posters griping about anonymous posters...!
    It seems like in this "industry" common sense is not all that common!

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by ProfHenryHiggins View Post
    Considering that only a tiny fraction of the total registered members have ever posted in one of the Holbrook threads, I wonder how they would rationalize that should one of the majority members take offense at such a revelation? Of course, the likelihood of this Sue person managing to figure out who even 10% of the members actually are without hacking is astronomical odds.

    And as I've commented in the past, I'm not involved with the Heather vs. Holbrook matter, so if someone drags me into it, I won't be polite.
    Come on Prof. Everyone knows you're one of the biggest, baddest vigil antis on this forum. Uh, hold that thought. I just remembered that you are me and I am you because maniacalmoronbrain said so. Therefore it has to be true.

    But wait, they are going to have fun determining just who is who after maniacalmoronbrain outed everyone as being everyone they aren't.
    EagleOne
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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Isn't vigil antis that lost world all the researchers are looking for?

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by Whip View Post
    Isn't vigil antis that lost world all the researchers are looking for?
    No, that's vigil lantis or was it vigil antlis? No matter, it wasn't vigil antis.
    EagleOne
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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Don Allen Holbrook's fan club has truly gone over the edge yet again:
    ez123wealth --- 2 hours ago - quote - hide comments I m happy to say I joined the suit. I received an email about joining a class action suit against Heather and members of her and her husband Paul's website real scam. There was over 100 signatures so far as they build the case. Will look to see and how much money we win and if Hearher and crew go to jail.
    The poor brainless idiot thinks a civil suit could result in a prison sentence. I am sure the nice folks in the white suits can adjust those meds. Let's have the names of these 100 Plaintiffs, the case number and court where it is filed.

    The creep that wrote this put this link on his page:

    Empower Network: Commission Loophole

    Google says:
    Act Quickly, Because This Offer Could ... - Empower Network: Join

    https://www.empowernetwork.com/join.php?id=ez123wealth
    Order Summary: Total Today: $25.00. You have been referred by: Tony Barnes Their affiliate ID is: ez123wealth. I agree that Tony Barnes is my referring affiliate.
    If that is you on the Earthquest thread, Tony, I can assure you that is not a good way to advertise!

    Soapboxmom

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    The scammers really need a new schtick.

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Should I or shouldn't I? Oh, HELL YES! All members hiding will be exposed. They will be exposed just like you were Doc. Let me save them the trouble, SueHeatherPaulDobrott, it's about time I come out of the closet anyway........

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by EagleOne View Post
    No, that's vigil lantis or was it vigil antlis? No matter, it wasn't vigil antis.
    No, No, No! It's vigil ante like in a poker game, " I see your lookout and ante 1 vigil"...!
    It seems like in this "industry" common sense is not all that common!

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by Soapboxmom View Post
    If that is you on the Earthquest thread, Tony, I can assure you that is not a good way to advertise!

    Soapboxmom

    After looking Tony up for a few minutes, I found myself praying that "Tony Barnes" was an unusually common name in his region, because of all the C-R-A-P that came up.
    If you are in Prosper With Integrity, and do not like that your personal information has been published here, please talk to these good people: http://www.attorneygeneral.gov http://www.ic3.gov http://www.fbi.gov

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by Whip View Post
    The scammers really need a new schtick.
    Anything to help out:

    The only thing necessary for the triumph of evil is for good men to do nothing

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Have Don and Sue played their super-duper, double-secret trump card, Tony? Will everyone crumble under the immense pressure and fold?......the suspense is killing me

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    New Caney Dino Park Discussion & Rumors


    COMMENTS
    Comment by: Would laugh if it wasn't so tragic.... on Jul. 27th, 2012 - 6:23am
    How long is this guy going to string East Montgomery county around? If he put as much effort into the park as he did with his lawyers we would be enjoying a park right now. Just let it go. Quit getting peoples hopes up. Just go away.....
    This is not unique, it seems there are a lot of parks looking for investors that only exist as pictures on the Internet. Just go play Roller Coaster Tycoon....it is a lot cheaper and would get more results. Want to see what real progress looks like? Go to Kemah or Galveston's Pleasure Pier.....
    How many tens or hundreds of thousands is Holbrook going to spend chasing folks around in his frivolous lawsuit? Why hasn't he made a herculean effort to help line up funding for Earthquest as his reputation is on the line? He was hired in 2007 just for that purpose. He claims to have 9 or 10 investment groups following him around and yet Earthquest can't even secure the property to build on. Holbrook should have settled with Huber Heights and never started a public fight with numerous newspapers, journalists and taxpayers.

    Holbrook either got very poor legal advice or his ego won't allow him to take a sensible course of action. Sue Seeberger has asked for more time to respond to my Motion to Dismiss. I suspect her parents medical problems are the not the only reason she is not prepared to respond. I don't think she will be able to challenge the numerous motions to dismiss which will be flooding in.

    Did she really think bringing in a deluge of third-parties was going to help Holbrook with a suit focused on his report turned into the city of Huber Heights, Ohio? Has she discovered her fatal mistake of claiming no other jurisdictions or issues outside of Ohio are mentioned in her Third-party complaint, when in fact she asked for damages for Holbrook's dealings in Pahrump, Nevada?

    I can't wait to see the witness list. What member of the IEDC will testify for Holbrook? Will Seeberger withdraw when Holbrook can no longer pay her? Will Holbrook scrounge around for another attorney to replace her as this mess explodes around him?

    Soapboxmom

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    This Dont Holdback and Si Sueberger show is getting more preposterous by the minute...!
    It seems like in this "industry" common sense is not all that common!

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by laidback View Post
    This Dont Holdback and Si Sueberger show is getting more preposterous by the minute...!
    Clearly they think everyone is going to cave and this will never see a court room.

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Quote Originally Posted by whip View Post
    clearly they think everyone is going to cave and this will never see a court room.
    EXACTLY !!!!

    The whole point of bullying and terrorism is to instill fear in people of what MIGHT happen.

    Despite the very rare stories picked up by the sensationalist media, the law is NOT there to be used as a weapon to stifle free speech, ESPECIALLY since the introduction of anti SLAPP legislation in most jurisdictions.
    The only thing necessary for the triumph of evil is for good men to do nothing

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Didn't that locust, Sir Gas Bag not use HIS parents as a crutch, sometime before feeding on Huber Heights crop of taxdollars?

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up


    Paperback: $6.99

    The Nine Steps to Satisfaction, Success, Happiness & Wealth: You Should Take Action Today Towards a Better Quality of Life (Volume 1) by Don Allen Holbrook and Sir Don Allen Holbrook KTJ (Jul 13, 2012)

    Formats Price New Used
    Paperback Order in the next 58 minutes to get it by Monday, Jul 30. Eligible for FREE Super Saver Shipping. $6.99

    Don Allen Holbrook's book is such a complete joke! He was in chapter 7 bankruptcy in 2007 and wrote off almost 2 million in debt. 1.29 million of that was for his legal adventures alone. He is now floundering in chapter 11 bankruptcy and his "actions are under scrutiny across the nation" as Huber Heights attorneys pointed out.

    He has some nerve touting his Knighthood when he is suing everyone on the planet to silence them. He does not support freedom of speech or value the truth. Is his happiness found in being a threatening, litigious goon? What could this joker possibly know about wealth or true success???

    Soapboxmom

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    The Nine Steps to Satisfaction, Success, Happiness & Wealth: You Should Take Action Today Towards a Better Quality of Life (Volume 1) by Don Allen Holbrook and SIR Don Allen Holbrook KTJ (Jul 13, 2012)

    You have GOT to be joking.

    The ultimate in pretentiousness.

    A fake bloody knighthood.

    Is there no end to this stupidity ???
    The only thing necessary for the triumph of evil is for good men to do nothing

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Can't wait for the next book, The Nine Steps to Dissatisfaction, Failure, Litigation, and Bancruptcy. I'll gladly pay $6.99 for that one, just to see who gets the blame. A #1 comedy best-seller for sure!

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up







    Don Allen Holbrook
    SubscribeSubscribed July 30 via My Unplug




    What is your facebook profile value...? Find out now at MyUnplug.com - What's your facebook profile value?

    LikeUnlike Share










    I guess he has nothing better to do with his time than to fantasize about what his name is worth.

  21. #621
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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    ELECTRONICALLY FILED
    Redacted by Clerk of Court COURT OF COMMON PLEAS
    Friday, August 03, 2012 2:55:58 PM
    CASE NUMBER: 2012 CV 02947 Docket ID: 17404996
    GREGORY A BRUSH
    CLERK OF COURTS MONTGOMERY COUNTY OHIO
    IN THE COMMON PLEAS COURT OF MONTGOMERY COUNTY, OHIO
    GENERAL DIVSION
    CITY OF HUBER HEIGHTS, OHIO
    Plaintiff,
    V.
    DON ALLEN HOLBROOK, LLC
    Defendant
    Third-Party Plaintiff,
    V.
    HEATHER DOBROTT, et al.
    Third-Party Defendants
    CASE NO: 2012-CV-02947
    JUDGE MICHAEL TUCKER
    Third-Party Defendants Cynthia
    Calvert's and Hartburg Publications,
    LLC's Motion To Dismiss for Lack
    of Personal Jurisdiction and Motion to
    Quash Service of Process
    Third-Party Defendants Cynthia Calvert and Hartburg Publications, LLC d/b/a The
    Tribune respectfully request that this Court dismiss Third-Party Plaintiff Don Allen Holbrook,
    LLC's claims against them for lack of personal jurisdiction under Ohio Rules of Civil Procedure
    12(b)(2).' They also move to quash service of process pursuant to Civ.R. 4.3(A)(9).
    Ms. Calvert is a Texas resident and has been sued in her individual capacity and as the
    Editor, Publisher, and CEO of "The Triibune." Hartburg Publications, LLC is a Texas limited
    liability corporation doing business as The Tribune, a local newspaper covering the northeast
    suburbs of Houston, Texas.
    IThis Motion is made in response to Defendant's Third-Party Complaint (filed 6.12.12), First
    Amended Third-Party Complaint (filed 6.21.12), and Second Amended Third-Party Complaint
    (filed 6.22.12), pursuant to Civ.R. 12(A)(2).
    <<PAGE-DIVIDER>>
    Neither Ms. Calvert nor The Tribune do business in Ohio. None of the allegations
    against them anise out of any act or omission that was committed 'in the State of Ohio. Moreover,
    even assuming-without conceding-that the allegations against them are true, a reasonable
    person could not have expected that Ms. Calvert's or The Tribune's alleged acts or omissions
    would cause an injury to a person in Ohio. Under the analysis adopted by the Supreme Court of
    Ohio in Kauffman Racing Equip., L.L.C. v. Roberts, 126 Ohio St. 3d 81, 2010-Ohio-2551, 930
    N.E.2d 784, neither Ms. Calvert nor The Tribune have purposefully availed themselves of the
    benefits and protections of Ohio's law.
    Accordingly, and as further discussed in the attached Memorandum, this Court lacks
    personal jurisdiction over Ms. Calvert and The Tribune. Nor can they be properly served with
    legal process. Therefore, Third-Party Plaintiff Don Allen Holbrook, LLC's claims against them
    must be dismissed.
    MEMORANDUM 2.
    1. STATEMENT OF THE CASE.
    This case onigially arose out of a contract dispute between the City of Huber Heights,
    Ohio ("the City") and Don Allen Holbrook, LLC ("Holbrook"). In sum, the City claimed that it
    hired Holbrook to create an economic development plan, and that Holbrook failed to comply
    with the terms of their agreement. See generally PI's Complaint, Apr. 24, 2012. In response,
    Holbrook counter-sued the City. See generally Def's Answer & Counterclaim, May 29, 2012.
    Holbrook also filed a Third-Party Complaint against numerous individuals, newspapers, and
    websites, claiming that they conspired to defame Holbrook, which allegedly caused the City to
    breach the contract at issue. See generally Def s 2d Am. Third-Party Complaint, June 22, 2012.
    2This Memorandum closely parallels the content of Third-Party Defendant Heather Dobrott's Motion to Dismiss.
    The facts arc very similar, and the legal arguments arc functionally identical.
    2
    <<PAGE-DIVIDER>>
    Cynthia Calvert is one of the individuals whom Holbrook has named as a third-party defendant.
    Def's 2d Am. Third-Party Complaint, ~2. According to Holbrook, Calvert is the publisher of a
    community newspaper that "published articles and blogs including defamatory, derogatory, and
    false statements" about Holbrook. Def s 2d Am. Third-Party Complaint, T7. Holbrook further
    alleges that The Tribune permitted "unknown persons" to "post and re-post comments" on its
    website that "included defamatory, derogatory, and false statements." Def s 2d Am. Third-Party
    Complaint, T8. Holbrook claims that the statements and publications that caused his contract
    with Huber Heights to fall through were made on or before February 29, 2012. Def s 2d Am.
    Third-Party Complaint, T12.
    In this motion, Calvert and The Tribune contend that Holbrook's claims must be
    dismissed for lack of personal jurisdiction.
    11. STATEMENT OF FACTS.
    Cynthia Calvert resides in Kingwood, Texas, and she is the CEO of Hartburg
    Publications, LLC d/b/a The Tribune. Calvert Aff., TTI-2.
    2. Calvert has never been to, does not own property in, and does not maintain bank
    accounts in Ohio. Calvert Aff., TT3-5.
    3. The Tribune is a small community newspaper (circulation approx. 50,000)
    covering the northeast suburbs of Houston, Texas. It does not maintain a place of
    business in Ohio. It does not circulate outside of Texas. It does not solicit for
    advertisers or readership in Ohio. It does not regularly report on events or
    persons in Ohio unless those events or persons are of national concern or of a
    special concern to our Texas readers. Calvert Aff., T7.
    4. The Tribune does maintain a website, Ourtribune.com. The website is
    maintained and operated from The Tribune's offices in Humble, Texas. Like the
    print edition, the website is directed at a readership in Texas. Calvert Aff., TT7,
    10.
    5. Don Allen Holbrook, LLC states that it is a limited-liability company registered 'in
    Arizona that "conducts business around the United States of America and
    elsewhere." Def s 2d Am. Third-Party Complaint, June 22, 2012, T 1.
    3
    <<PAGE-DIVIDER>>
    Holbrook avers that the City breached its contract with him on February 29, 2012.
    He alleges that the City breached its contract because of Calvert's and The
    Tribune's actions and inactions prior to Februafy 29, 2012. Def's 2d Am. Third-
    Party Complaint, June 22, 2012, ~12.
    All of the statements that Calvert or The Tribune published in its print edition
    regarding Don Allen Holbrook, LLC prior to February 29, 2012 are attached to
    this Brief as Exhibit A. Calvert Aff., ~8.
    Although Holbrook avers that The Tribune permitted "unknown persons" to "post
    and re-post comments" on its website that "included defamatory, derogatory, and
    false statements," The Tribune does not permit readers or any member of the
    public to post comments on its website, Ourtribune.com. Calvert Aff., T12.
    All of the publications on the attached Exhibit A concern Holbrook's involvement
    with the East Montgomery County Improvement District, EarthQuest, and a
    project in Pahrump, Nevada. Calvert Aff., TI 1.
    10. None of the publications on the attached Exhibit A reference Holbrook's activities
    in Ohio, the names of any residents of Ohio, or even the state of Ohio. See
    Exhibit A.
    11. Calvert did not receive information regarding Holbrook's relationship with the
    City of Huber Heights until after February 29, 2012, and she did not know, and
    had no reason to suspect, that Holbrook was engaged in any business in the State
    of Ohio. Calvert Aff.,TT13-14.
    12. None of the Calvert's publications about Holbrook prior to February 29, 2012
    were made with the purpose of inflicting an injury in Ohio, nor did she imagine
    that anyone would ever allege that these publications would have ramifications in
    Ohio. Calvert Aff., T 15.
    111. ARGUMENT AND AUTHORITIES
    The determination of whether an Ohio court has personal jurisdiction over a nonresident
    is a two-step process. Fallang v. Hickey, 40 Ohio St.3d 106, 107, 532 N.E.2d 117 (1988). First,
    the court must look to the words of the state's "long-arm statute" or applicable civil rule to
    detertnine whether there is jurisdiction under the facts of the particular case. Id. If it does, the
    court must decide whether the assertion of jurisdiction deprives the nonresident defendant of due
    <<PAGE-DIVIDER>>
    process of law. Id. (citing International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154
    (1945)).
    A. Holbrook cannot establish personal jurisdiction over Calvert or The Tribune
    under the plain language of Ohio's Long Arm Statute and Rules for Service of
    Process.
    Ohio's long-arm statute, R.C. 2307.382, enumerates specific acts that give rise to personal
    jurisdiction. The statute provides in pertinent part:
    (A) A court may exercise personal jurisdiction over a person who acts directly or
    by an agent, as to a cause of action arising from the person's:
    (6) Causig tortious injury in this state to any person by an act outside this state
    committed with the purpose of injuring persons, when he might reasonably have
    expected that some person would be injured thereby in this state.
    R.C. 2307.382(A)(6).
    Similarly, Civ.R. 4.3 allows service of process on nonresidents in certain circumstances
    mirroring the long-arm statute:
    (A) Service of process may be made outside of this state, as provided in this rule,
    in any action in this state, upon a person who, at the time of service of process, is
    a nonresident of this state or is a resident of this state who is absent from this
    state. 'Person' includes an individual * * * who, acting directly or by an agent,
    has caused an event to occur out of which the claim that is the subject of the
    complaint arose, from the person's:
    (9) Causing tortious injury in this state to any person by an act outside this state
    committed with the purpose of injuring persons, when the person to be served
    might reasonably have expected that some person would be injured by the act in
    this state.
    Thus, reading these provisions together, Holbrook cannot satisfy the requirements of R.C.
    2307.382(A)(6) or Civ.R. 4.3(A)(9) unless he can demonstrate that: (1) Calvert or The Tribune
    published defamatory statements outside of Ohio; (2) with the purpose of causing injury to an
    Ohio resident; and (3) Calvert or The Tribune had a reasonable expectation that they Miflicted an
    5
    <<PAGE-DIVIDER>>
    injury that would occur in Ohio. See Kauffman Racing Equip., L.L. C. v. Roberts, 126 Ohio St. 3d
    81, 87, 930N.E.2d 784,792, 2010-Ohio-2551; Clark v. Connor (1998),82 Ohio St.3d 309,313,
    695 N.E.2d 75 1. Holbrook cannot prove the latter two elements.
    All of the alleged pre-February 29, 2012 defamatory statements3 were published from
    Calvert's and The Tribune's place of business in Humble, Texas. Def's 2d Am. Third-Party
    Complaint, p. 2-3 ~ 1; Calvert Aff., TIO. All these alleged defamatory statements involved
    Holbrook's activities in Nevada and Texas. Calvert Aff., Tll, Exhibit A. None of these
    statements make any reference to any Ohio resident, project, contract, or other business
    arrangement. See Exhibit A. Neither Calvert nor The Tribune is a resident of Ohio or maintains
    a presence Ohio. Calvert Aff., TTI-7. Neither Calvert's nor The Tribune's statements were made
    with the purpose of inflicting an injury in Ohio, nor could she have "reasonably suspected" that
    her statements would have an allegedly tortious impact in Ohio. Calvert Aff., TT 14-15.
    Accordingly, Holbrook cannot meet the requirements of the Ohio long-arrn statute to
    establish personal jurisdiction over Calvert or The Tribune. Nor can service of process be legally
    made on Ms. Calvert under Civ.R. 4.3.
    B. Holbrook cannot establish personal jurisdiction over Calvert under the due
    process standards mandated by the United States Constitution.
    "Ohio's long-arm statute is not coterminous with due process." Kauffman Racing Equip.,
    L.L.C. v. Roberts, 126 Ohio St. 3d 81, 2010-Ohio-2551, 930 N.E.2d 784, T45 (citing Goldstein v.
    Christiansen, 70 Ohio St.3d 232, 237, 638 N.E.2d 541 (1994)). Therefore, even if Ohio's long-
    arm statute confers personal jurisdiction over Calvert or The Tribune (which it does not), an
    3 Holbrook avers that it was solely Calvert's pre-February 29, 2012 statements that caused the City to breach its
    contract with him. Any alleged statements after that date cannot be considered for jurisdictional purposes. See 16
    JAMES WILLIAM MOORE, MOORE'S FEDERAL PRACTICE  108.42[2][a], at 108-55 tolO8-56 (3d ed. 2010)
    ("The proper focus in the specific jurisdiction analysis is on those contacts leading up to and surrounding the accrual
    of the cause of action. Later events arc not considered.").
    6
    <<PAGE-DIVIDER>>
    Ohio court cannot exercise personal jurisdiction over either if doing so would violate their
    constitutional night to due process. Due process is only satisfied if Calvert or The Tribune has
    11 minimum contacts" with Ohio such that the maintenance of the suit does not offend "traditional
    notions of fair play and substantial justice." Kauffman, at ~45 (citing International Shoe Co. v.
    Washington, 326 U.S. 310, 316, 66 S.Ct. 154 (1945)). To establish such minimum contacts, a
    Holbrook must show that Calvert or The Tribune, two nonresident third-party defendants,
    11 purposefully [availed themselves] of the privilege of conducting activities within [Ohio]." Id.
    (citing Hanson, 357 U.S. 235, 253, 78 S.Ct. 1228). The undisputed evidence plainly reflects that
    Holbrook cannot meet this standard.
    When considering a jurisdictional challenge, this Court must first determine whether
    Holbrook is attempting to exercise "general" or "specific" Jurisdiction over Ms. Calvert or The
    Tribune. Id. at ~46 (citing Conti v. Pneumatic Prods. Corp., 977 F.2d 978, 981 (6th Cir. 1992)).
    "General jurisdiction is proper only where a defendant's contacts with the forum state are of such
    a continuous and systematic nature that the state may exercise personal jurisdiction over the
    defendant even if the action is unrelated to the defendant's contacts with the state." Id. (quoting
    Bird v. Parsons, 289 F.3d 865, 873 (6th Cir. 2002)). Alternatively, specific jurisdiction applies
    when the suit arises out of or related to a defendant's contacts with the forum state. Helicopteros
    Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868 (1984). At the outset,
    it is important to note that Holbrook's third-party complaint does not contami any allegations to
    suggest that Calvert or The Tribune have "continuous and systematic contacts" with Ohio.
    Moreover, the undisputed facts recited above plainly establish that Calvert is a Texas resident
    with no connections to the State of Ohio and that The Tribune is a Texas limited liability
    company that conducts no business 'in Ohio. Calvert Aff. ~Tl-7. Accordingly, 'in order to
    7
    <<PAGE-DIVIDER>>
    exercise jurisdiction over Calvert or The Tribune, Holbrook's allegations must satisfy the
    requirements for specific Jurisdiction.
    In Kauffman Racing Equip., L.L.C. v. Roberts, the Ohio Supreme Court adopted a three-
    part test to determine if exercise of specific jurisdiction is appropriate in a given case. Kauffman,
    126 Ohio St. 3d 81, 2010-Ohio-2551, 930 N.E.2d 784, ~48 (adopting the Sixth Circuit's analysis
    in Southern Mach. Co. v. Mohasco Indus., Inc., 401 F.2d 374 (6th Cir. 1968) and Bird v.
    Parsons, 289 F.3d 865 (6th Cir. 2002)). Specifically, 'in order to find jurisdiction that comports
    with due process this Court must determine if-
    I . Calvert or The Tribune purposefully availed themselves of the privilege of acting
    in Ohio or causing a consequence in Ohio;
    2. The cause of action arose from Calvert's or The Tribune's activities in Ohio; and
    3. The acts of Calvert or The Tribune or consequences caused by them had a
    substantial connection Ohio to make the exercise of jurisdiction over them
    reasonable.
    Kaufffinan, at ~49.
    1 . Neither Calvert nor The Tribune "pMosefully availed" themself of the
    benefits and protections of Ohio law.
    Regarding the first factor, "purposeful availment" is present when the defendant's
    contacts with the forum state "proximately result from actions by the defendant [herself] that
    create a 'substantial connection' with the forum State." Kauffman, at T49-51. The defendant's
    conduct and connection with the forum must be such that she "should reasonably anticipate
    being hated into court there." Id. (internal citations omitted). This requirement ensures that a
    defendant will not be haled into a jurisdiction solely as a result of "random," "fortuitous," or
    "attenuated contacts," or of the "unilateral activity of another party or third person." Id. (citing
    Keeton v. Hustler Mag., Inc., 465 U.S. 770, 774, 104 S.Ct. 1473(1983) and Helicopteros, 466
    U.S. at 417).
    8
    <<PAGE-DIVIDER>>
    This is a defamation case, and Ohio courts have been especially reluctant to find personal
    jurisdiction in cases involving statements made by non-Ohio residents about subjects and matters
    that they could not reasonably expect to have an effect in Ohio.
    In Reynolds v. Internad. Amateur Ath. Fedn., 23 F.3d 1110 (6th Cir. 1994), the Sixth
    Circuit considered the case of an Ohio athlete, who brought a defamation claim against non-Ohio
    residents who reported that that he tested positive for banned substances following an
    international competition in Monaco. The Sixth Circuit held that Ohio courts could not exercise
    personal jurisdiction on the grounds that: (1) the statements concerned activities in Monaco, not
    Ohio; (2) the athlete was an international competitor whose professional reputation is not
    centered in Ohio; (3) the statement was not published or circulated specifically for consumption
    in Ohio; (4) Ohio was not the 'focal point' of the press release, and the fact that it might have
    been foreseen that the report would be circulated and have an effect in Ohio was not, in itself,
    enough to create personal jurisdiction; (5) although the athlete lost Ohio corporate-endorsement
    contracts and appearance fees in Ohio, there was no evidence that the defendant knew of the
    contracts or of their Ohio origin. Reynolds v. Internatt. Amateur Ath. Fedn., 23 F.3d 1110, 1116-
    20 (6th Cir. 1994).
    All of the above factors that the Sixth Circuit noted to find against jurisdiction are present
    in this case: (1) Calvert's and The Tribune's statements concerned Holbrook's activities in
    Nevada and Texas; (2) Holbrook states it "conducts business around the United States of
    America and elsewhere"; (3) nether Calvert nor The Tribune made statements specifically for
    consumption in Ohio; (4) Ohio was not the 'focal point' of the statements and had neither
    Calvert nor The Tribune had reason to think that it would be circulated or have an effect in Ohio;
    9
    <<PAGE-DIVIDER>>
    (5) although Holbrook allegedly lost a contract in Ohio, neither Calvert nor The Tribune
    published anything about said contract until after it was allegedly breached.
    The Sixth Circuit has also extended Reynolds to internet communications. In Cadle Co.
    v. Schlichtmann, a Massachusetts resident created a website to expose what he believed to be the
    unlawful activities of an Ohio based-debt collector who was operating in Massachusetts. Cadle
    Co. v. Schlichtmann, 6th Cir. No. 04-3145, 123 Fed. Appx. 675 (Feb. 8, 2005). The Sixth Circuit
    held that Ohio courts had no Jurisdiction over the Massachusetts defendant. Id. As in Reynolds,
    no personal jurisdiction existed because the alleged defamatory statements were not topical to
    any activities in Ohio. Id. at 680. Importantly, the Sixth Circuit held that the fact that the
    statements were published on the intemet-which is obviously accessible in Ohio-did not mean
    that jurisdiction was automatically appropriate. Id. at 679 ("The law does not require that people
    avoid using the internet altogether in order to avoid availing themselves of the laws of every
    state. ")(citing Revell v. Lidov, 317 F.3d 467, 473 (5th Cir. 2002)).
    Similarly, in Oasis Corp. v. Judd, Oklahoma residents made a website to complain about
    the products of an Ohio corporation. Oasis Corp. v. Judd, 132 F.Supp.2d 612, 614 (S.D. Ohio
    2001). The Oklahoma residents had not purchased any items from the Ohio corporation, but
    were upset that a product made by the company had caused a fire in a building the defendants
    were renting. Id. The Oasis court held that personal jurisdiction was inappropriate because: (1)
    the subject of the defamatory statement was topical to Oklahoma, not Ohio; (2) the plaintiff was
    an international company whose reputation is not centered in Ohio; (3) the website did not
    specifically target an Ohio audience; and (4) there was no evidence to suggest that the website
    was viewed by anyone in Ohio other than the plaintiff. Id. at 621. Importantly, the court
    concluded, "[flhe fact that [Defendants] could foresee that [their proclamations would be
    10
    <<PAGE-DIVIDER>>
    viewed] and have an effect in Ohio is not, in itself, enough to create personal jurisdiction." Id. at
    624 (quoting Reynolds, at 1120).
    The same result should follow here. All of Calvert's and The Tribune's statements
    regarding Holbrook concerned its activities in Nevada and Texas, not in Ohio. The statements
    were published from an office in Texas to a website that is based in Texas. Neither the State of
    Ohio, nor its residents, nor any transactions that took place in Ohio were even mentioned prior to
    February 29, 2012. Finally, Holbrook cannot offer any evidence to suggest that Calvert or any
    other agent of The Tribune knew of Holbrook's contracts with the City of Huber Heights at the
    time the alleged injuries occurred. Therefore, neither Calvert nor The Tribune could have
    reasonably anticipated that they would be haled into court in Ohio.
    2. Holbrook's claims do not arise from Calvert's or The Tribune's contacts
    with Ohio.
    The second prong of the Supreme Court's test involves an analysis of whether the
    plaintiff's claims arise from those contacts. "If a defendant's contacts with the forum state are
    related to the operative facts of the controversy, then an action will be deemed to have arisen
    from those contacts." CompuServe, Inc. v. Patterson, 89 F.3d 1257, 1267 (6th Cir. 1996). This
    "does not require that the cause of action formally 'arise from' defendant's contacts with the
    forum; rather, this criterion requires only 'that the cause of action, of whatever type, have a
    substantial connection with the defendant's in-state activities."' Third Nat'l Bank v. Wedge
    Group, 882 F.2d 1087, 1091 (6th Cir. 1989)(quoting S. Machine Co., 401 F.2d at 384). As
    discussed above, Calvert's and The Tribune's publications have no relationship to the operative
    facts of the contract dispute between Holbrook and the City.
    I I

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    3. Ohio has no interest in the dispute between Holbrook and Calvert and The
    Tribune.
    Under the third and final prong, the acts of the nonresident defendant or consequences
    caused by the defendant must have a substantial connection with the forum state to make
    exercise of jurisdiction over the defendant reasonable. Kauffinan, 2010-Ohio-2551 at ~71-72. To
    make such a determination, a court first must consider Ohio's interest in the controversy and the
    reasonableness of resolving the matter in Ohio. In-Flight Devices Corp. v. Van Dusen Air, Inc.,
    466 F.2d 220, 232 (6th Cir. 1972).
    As discussed above, Calvert's and The Tribune's allegedly tortious acts or omissions
    have no connection to Ohio; they are solely related to Holbrook's activities in Texas and Nevada.
    Accordingly, even assuming-without conceding-that Calvert's publications about Holbrook's
    activities in Texas and Nevada were defamatory (which they plaffily are not), such matters would
    be properly litigated in Texas or Nevada-not Ohio, which has no interest in such a controversy.
    Moreover, given that neither Calvert nor The Tribune have any connection-physical, personal,
    financial, or otherwise-to the State of Ohio, it would be entirely unreasonable and offensive to
    notions of fair play and justice to subject her to the jurisdiction of Ohio's courts.
    IV. CONCLUSION.
    This Court should dismiss Holbrook's claims against Calvert and The Tribune for lack of
    personal jurisdiction. Ohio's Long Arm Statute and Civil Rules do not allow for jurisdiction
    over Ms. Calvert or The Tribune or for legal service of process upon them. Moreover,
    Holbrook's attempt to assert jurisdiction over Ms. Calvert and The Tribune offends the Due
    Process Clause of the United States Constitution. Third-Party Defendants Cynthia Calvert and
    Hartburg Publications, LLC d/b/a The Tribune respectfully request that all claims against them
    be dismissed pursuant to Civ.R. 12(b)(2).
    12
    <<PAGE-DIVIDER>>
    Respectfully Submitted,
    /s/ Adam R. Webber
    ADAM R. WEBBER, Esq.
    Bar No. 0080900
    FALKE & DUNPHY, LLC
    30 Wyoming Street
    Dayton, Ohio 45409
    Phone: 937.222.3000
    Fax: 937.222.1414
    Email: webbergohiolawyers.ce
    KEVIN W. KITA, Esq.
    Bar No. 0088029
    SUTTER O'CONNELL
    3600 Erieview Tower
    1301 East Ninth Street
    Cleveland, Ohio 44114
    Phone: (216) 928-2200
    Fax: (216) 928-4400
    Email: kkitagsutter-law.com
    MATTHEW J. KITA, Esq.
    Admitted Pro Hac Vice
    Ohio Bar No. PHV - 2978-2012
    Texas Bar No. 2405o883
    P.O. Box 5119
    Dallas, Texas 75208
    Phone: (214) 699-1863
    Fax: (214) 347-7221
    Email: mattgmattkita.com
    Attorneysjor Third-Party Defendants
    HeatherDobrott, Cynthia Calvert, and
    Hartburg Publications, LLC
    13
    <<PAGE-DIVIDER>>
    CERTIFICATE OF SERVICE
    A copy of the forgoing was served upon the following via this Court's electronic filing
    system.
    L. Michael Bly
    Joshua M. Kin
    Pickrel Schaeffer & Ebeling Co.
    2700 Kettering Tower
    Dayton, Ohio 45423
    937-223-1130
    Fax: 937-223-0339
    mblygpselaw.c
    jkingpselaw.com
    Attorney for City of Huber Heights Ohio
    Andrew J. Reitz
    Robert P. Bartlett, Jr.
    Faruki Ireland & Cox P.L.L.
    500 Courthouse Plaza, S.W.
    10 North Ludlow Street
    Dayton, Ohio 45402
    937-227-3707
    Fax: 937-227-3717
    rbartlettgficlaw.com
    Attorneys for Craig Maliso
    Houston Press
    Sue Seeberger
    5975 Kentshire Drive, Suite D
    Dayton, Ohio 45440
    937-291-8646
    Fax: 937-291-8650
    sueseebergergbiegeltye.com
    Attorney for Don Allen Holbrook, LLC
    Dba Houston Press, LP
    Dba Village Voice Media Holdings, LLC
    Dba Backpage.com, LLC
    Pahrump Valley Times
    Dba Stephens Media Group
    Dba Stephens Media, LLC
    A copy of the foregoing has been sent by regular U.S. mail on this 3rd day of August,
    2012, to the following:
    Frank Maurizio
    581 China Street
    Pahrump, Nevada 89048
    /s/ Adam R. Webber
    Adam R. Webber (0080900)
    14
    <<PAGE-DIVIDER>>
    IN THE MONTGOMERY COUNTY COURT OF COMM6N PLEAS
    GENERAL DIVISION
    CITY OF HUBER HEIGHTS
    Plaintiff,
    V.
    DON ALLEN HOLBROOK, LLC
    CASE NO. 2012 CV 02947
    JUDGE MICHAE L TUCKER
    Defendant/Third Party Plaintiff,
    V. AFFIDAVIT OF CYNTHIA
    CALVERT
    HEATHER DOBROTT, et al.
    Third Party Defendants.
    <<PAGE-DIVIDER>>
    STATE OF TEXAS
    SS-
    COUNTY OF HARRIS
    Now comes Cynthia Calvert, and being first duly cautioned and sworn deposes and says
    that: I
    1. 1 am an adult, competent individual, and I reside, in Kingwood, Texas,
    2. 1 am a member of Hartburg Publications, LLC, a Texas limited liability corporation
    "/a:'The Tribune. At all times relevant, I served as its Chief Executive Officer.
    3. 1 have never been to Ohio, The Tribune does not operate in, circulate in, or market to
    Ohio readers.
    4. 1 do not own property in Ohio. The Tribune does not own property in Ohio.
    5. 1 do not maintain bank accounts in Ohio. The Tribune does not maintain bank
    accounts in Ohio.
    6. 1 do not maintain a place of business in Ohio.
    7. The Tribune is a small community newspaper (circulation approx. 50,000) covering
    the northeast suburbs of Houston, Texas. It does not circulate outside of Texas. The
    Tribune maintains no physical place of business in Ohio. It does not solicit for
    advertisers or readership in Ohio, It does not regularly report on events or persons in
    Ohio unless those events or persons are of national concern or of a special concern to
    our Texas readers.
    2
    <<PAGE-DIVIDER>>
    8. All of the articles that The Tribune published on the internet regarding Don Allen
    Holbrook, LLC prior to February 29, 2012 are attached hereto as Exhibit A.
    9. The statements on the attached Exhibit A were published in print for circulation in the
    Northeast suburbs of Houston, Texas on our newspaper's website,
    wwwourtribune.com.
    10, The published statements on the attached Exhibit A were published from the
    Tribune's office in Humble, Texas, and the website is maintained in Humble, Texas.
    11. All of the publications on the attached Exhibit A concern Holbrook's involvement
    with a project in a small municipality in Texas and a similar project in Pahrump,
    Nevada.
    12, Although Holbrook avers that The Tribune permitted "unknown persons" to "post and
    re-post comments" on its website that "included defamatory, derogatory, and false
    statements," The Tribune does not permit readers or any member of the public to post
    comments on its website, wwwourtrib-one.com.
    13. 1 did not receive information regarding Holbrook's relationship with the City of
    Huber Heights until after February 29, 2012.
    14. 1 did not know, and had no reason to suspect, that Holbrook was engaged in any
    business in the State of Ohio.
    is, None of the publications about Holbrook prior to February 29, 2012 were made with
    the purpose of inflicting an injury in Ohio, nor did I ever imagine t1lat anyone would
    ever allege that these publications would have ramifications in Ohio.
    FURTHER AFFIANT SAYETH NAUGHT.
    Cynthia Calvert, Affiant
    <<PAGE-DIVIDER>>
    Swom to before me and subscribed in my presence by the said Cynthia Calvert this
    day of August, 2012.
    STEPHANIE TODD
    Notary Niblic, State of Texas
    my commisoon Expites
    March 14, 2016
    Notary Public

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    EarthQuest land in bankruptcy
    Tuesday, January 10, 2012
    Cynthia Calvert
    Whitestone Houston Land Ltd. ("Whitestone"), an entity that owns approximately 1,564 acres
    near New Caney, a portion of which includes the planned EarthQuest theme park and museum,
    has filed for bankruptcy.
    The EarthQuest theme park and museum has been promoted for years as a soon-to-come
    entertainment center with retail shopping, a water park, hotels, an eco-tourism area, and a
    residential development, along with a dinosaur area. The project grew from $50 to $500 million+
    with numerous delays in breaking ground. To date, no construction has occurred.
    According to trollerbk.com, Whitestone filed a Chapter 11 petition (re- organization) for
    bankruptcy protection more than five months ago on August 1, 2011. The filing was made at the
    United States Bankruptcy Court, Eastern District of Texas (Sherman). The bankruptcy petition
    number is 11 - 42400.
    According to Schedule B of the petition, Whitestone has $0.00 in its business checking account.
    Schedule D shows a total indebtedness to secured creditors of $20,167,465.94.
    Schedule F of the petition indicates that Whitestone owes another $808,179.28 to various
    unsecured creditors. Notably, those unpaid amounts include $123,845.13 to local taxing agencies
    for unpaid property taxes for the 2008 to 2010 tax years. The status of payment for the property
    taxes due January 31, 2012, for the 2011 tax year is unknown.
    Also included in Schedule F is an unsecured $225,000 note payable to the East Montgomery
    County Improvement District ("EMCID"). However, more significant amounts have been funded
    by EMCID to Whitestone in the form of expense reimbursements.
    Whitestone is a limited partnership whose general partner is Whitestone Houston Holdings LLC.
    The manager of the general partner is John D. Marlin. Marlin is also manager of EQ Ventures
    GP LLC, the general partner of Global Earthquest Ventures LP ("Global"). Global is one of the
    parties to the contracts executed with EMCID.
    According to EarthQuest Institute, Marlin is also a director of the EarthQuest Institute
    ("Institute"), a nonprofit organization established to apparently manage the EarthQuest Museum
    and Institute. Marlin is shown on their website as a director of the Institute. The Institute is
    another of the parties to the contracts executed with EMCID.
    According to Eco-Resort, Hotel, Conference Center and Theme Park | Earth Quest Resort, Marlin's real estate and development company,
    Marlin-Atlantis, of which he is the chief executive officer, is the general partner and developer of
    the planned project through an entity called EarthQuest Resort. This company does not appear to
    be a party to the contracts executed with EMCID. Marlin-Atlantis is based in Dallas.
    <<PAGE-DIVIDER>>
    Marlin did not respond to a request for comment.
    Frank McCrady, President and CEO of EMCID, stands behind the development. "We have a
    new developer who is working with the bank to take over the property and the project.
    "It is not a matter of if, but when [it will be built]," he said.
    According to a w6site at www.landadvisors.com/whitcstone, Wbitestonc originally acquired the
    New Caney land for a residential development to be called Whitestone. As described in a special
    warranty deed dated June 14, 2004, the same being recorded in the public records of
    Montgomery County under Clerk's File Number 2004-06651 and film code number
    ~, the property was purchased from HS Tej as Ltd. The purchase price of the land, as stated in
    the first paragraph of the deed, was in the amount of $4,150,000 plus "$ 10 and other good and
    valuable consideration."
    Over time, the idea of a dinosaur-themcd park and resort was developed through the principals
    and affiliates of Whitestone. This new concept was then planned on about 500 acres of the land
    that was originally intended for residential development. Due to the projected economic impact
    on the surrounding region, discussions were initiated with EMCID.
    Those discussions ultimately resulted in a series of complex agreements between Global,
    EMCID and the Earthquest Institute. Briefly stated, for the perceived future benefits of having a
    major theme park and other related developments, EMCID agreed to sell millions of dollars in
    bonds in order to provide funds to Whitestone for "pre-development" and "pre- construction"
    expenses.
    Pursuant to a Houston Chronicle-This Week article dated August 26, 2009, the aggregate funds
    [then] paid by EMCID to Whitestone for the foregoing expenses totaled $7,800,000. The same
    article referenced a second request by Marlin for EMCID to provide another $2,800,000 to
    Global to pay for a "site locater fee," the recipient of which was unnamed in the article.
    McCrady said that EMCID subsequently did not advance the additional funds to pay the site
    locater fee.
    "We do not want people alarmed and think that the project will not be built. We have Contour
    Entertainment from Los Angeles. They are going to take over," he said.
    McCrady said he was aware Whitestone had filed for bankruptcy some months ago.
    "They have a restructuring plan - a hearing on this will be held Jan. 23 in Dallas," he said.
    The property is currently in bankruptcy but McCrady says Contour is currently working with the
    bank and hopes to purchase the property eventually.
    "Contour is an entertainment company with experience developing theme parks all over the
    world. Our board thinks that is very good," McCrady said. Contour, McCrady said, was a
    <<PAGE-DIVIDER>>
    subcontractor of Whitestone's and performed all the design work on the EarthQuest project, he
    said. "Chris Brown, CEO of Contour, has been prepared to step in from the inception," McCrady
    said. Owning the site would be a first for the Los Angeles-based design firm.
    According to Contour Entertainment's website, Contour Entertainment,
    the company performs many functions related to theme park management but they do not own
    theme parks. Contour's website states that they perforrn concept development and show design,
    project management, operational planning, market research and architectural design. EarthQuest
    is already listed as one of the six projects Contour is working on.
    The site states that, "Contour Entertainment is the Resort Masterplanner and lead designer for all
    aspects of this $530 million, 500-acre (Phase 1) entertainment resort as well as providing the
    initial design for the conceptual direction and facility design for the $20 million, 40,000-sqare
    foot, not-for-profit EarthQuest Institute."
    It appears that the general plan of repayment to EMCID was to receive about one-half of the
    proceeds at the beginning of construction of the theme park, with the second half being repaid
    after construction of the park was completed. However, there have been numerous changes and
    amendments to the original contracts and the current status of the repayment terms is uncertain.
    The filing of the bankruptcy petition has created concerns about any projected construction date
    and whether or not the bankruptcy filing has jeopardized the repayment of the monies funded by
    EMCID to Global.
    "Whitestone was just a landholding company," McCrady said. "The bond paid for
    predevelopment expenses, engineers, drainage, things like that all related to EarthQuest."
    McCrady said that repayments are certain, based on future sales tax recapture as well as future
    taxes attached to the development zone and future hotel taxes.
    "We would not have issued bonds if there was any chance of the funds not being recovered," he
    said.
    The contracts further provide that, should the project not be constructed, then EMCID would
    have the right to purchase certain properties owned by the Institute. That purchase option is for
    the 50 acres upon which the Dino Institute and Museum would be built. The option price for that
    tract is $1,250,000. This amount would be in addition to the original $7,800,000 already known
    to be approved by the bond to Global.
    McCrady said that EMCID and the bond has put up about $9 million. He said "you can add
    another million to the bond money" for expenses to date.
    Marlin Atlantis also received approval from taxing authorities for property tax abatements to
    enhance the profitability of the project via Montgomery County Commissioners Court and from
    the passage of House Bill 4015. At the same time, the contracts between Global and EMCID
    would have set in motion a set of new taxes and user fees in connection with the development
    <<PAGE-DIVIDER>>
    and operation of the theme park and museum, including Improvement Zone sales taxes and hotel
    occupancy taxes, along with event admission taxes and parking fees and taxes.
    In fact, McCrady said,"Without a doubt, this will happen. If Contour fails, others are willing to
    step up. We are not putting all our faith in one developer. That is not the way we do business.
    We have backup plans A, B, C and D."
    "From our perspective, the board thinks the future sales tax will pay back the money. The
    property is well suited to retail development.
    "Contour is hoping to pick up the project after the bankruptcy is complete," McCrady said.
    "Houston is poised for theme park projects. We have three different economic reports that say
    that. I I
    List of creditors and amounts owed listed in the bankruptcy filing:
    Creditors holding secured claims, according to Schedule D:
    J.R. Moore, Jr. Tax Assessor, $15,970.81; County of Montgomery Tax Office, $61,943.94;
    Hillcrest Bank, $20,043,611.21; J. R. Moore, Jr. Tax Assessor, $45,939.98.
    Creditors Holding Unsecured Claims, according to Schedule F:
    Anco-McDonald Waterworks, $5,385; Bracewell & Guiliani LLP, $952.50; Cindy A Schmidt,
    $2,521.57; Coasts, Rose, Yale Ryman & Lee, $3858.83; East Montgomery County Improvement
    District, $225,000; Hayne and Associates PC, $155; Hesse & Hesse LLP, $225; Ryan &
    Company PC, $1025; Sammons Realty Corp., $275,683.88; Texas Commission-Environmental
    Quality, $2,565.38; Thompson & Knight LLP, $11,978.74, and WMA Whitestone Land LP,
    $278,828.38.
    EMCID may lose millions unless dino-project built.

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    re: Don Allen Holbrook IEDC Rogue Former Member / Jeff Finkle Orchestrates Cover-up

    Tuesday, January 24, 2012
    Cynthia Calvert
    Marlin-Atlantis ousted as developer of EarthQuest
    Marlin-Atlantis, the Dallas-based real estate developer of Whitestone and the related EarthQuest
    theme park, is no longer associated with the project.
    Frank McCrady, president and CEO of the East Montgomery County Improvement District,
    ("EMCID"), said Marlin-Atlantis is not associated with the dinosaur theme park any longer and,
    <<PAGE-DIVIDER>>
    in fact, said that Marlin-Atlantis has no legal liability to repay the millions of dollars EMCID has
    given them until and unless the park project is opened.
    The Marlin-Atlantis company which purchased the land several years ago, Whitestone Houston
    Land Ltd., filed for bankruptcy last summer.
    McCrady said that a new developer, Contour Entertainment of Los Angeles, has assumed the
    financial responsibilities for the bankrupt project.
    "Marlin-Atlantis is no longer capable of delivering the theme park project. They have an
    obligation for repayment once the project occurs. That obligation has been assumed by our
    existing developer, Contour Entertainment. Our approach has been for the bond repayment to be
    project specific and not developer specific. Developers come and go, however the project
    remains viable and is moving forward as we speak."
    Chris Brown, president of Contour Entertainment offered a somewhat different answer as to his
    firm's involvement.
    "That is not how I would characterize it," Brown said. "Actually, we have an agreement in place
    with an option on the intellectual property licensing agreements with EMCID. We are working to
    raise the money, $500 million. That is a lot of money. However, we have not raised it yet. That is
    something we are working on."
    Brown said Contour was not looking to EMCID for money. "We have not received any funds
    from EMCID. They have already written a lot of checks [to the previous developers]." Brown
    said Contour expected to get financial assistance from EMCID once the park is built.
    "EMCID has a partnership role with us and through their backing and support, we have achieved
    legislative changes that will support the project once it is built, once it is operating. But not in the
    current development phase. Raising this kind of money in this economy is entirely different for
    us and a big challenge."
    Brown said the impending bankruptcy and possible foreclosure on the original property was not
    a concern to Contour as they had built land costs into their business plan. If the original site
    becomes unavailable, Contour has chosen several other nearby alternative sites.
    "We are interested in that property, but we have also looked at other sites. Our preference is that
    particular piece of land but it doesn't have to be. The project is not dependent exclusively on
    that," Brown said.
    McCrady remains emphatic that the project will be built and that EMCID will recoup the $9-$13
    million already invested with the previous developer. The project must be built for EMCID to
    recapture the money, unless another form of retail development occurs.
    "Our incentives are what makes the project viable. Any developer wanting access to these
    incentives would have to come to EMCID and negotiate to receive these and in that negotiation,
    <<PAGE-DIVIDER>>
    we would require them to repay the outstanding bonds in order to receive our incentives,"
    McCrady said.
    Notwithstanding McCrady's confidence, the threat of the park not getting built was voiced
    almost two-and-one-half years ago by John Howell, bond counsel to EMCID. In a board meeting
    on August 24, 2009, Howell expressed his concern to the EMCID board about the possibility of
    the theme park not being constructed. Howell advised the board that they should make efforts "to
    protect the [Improvement] District in the event no park is developed."
    He advised the EMCID board that the [Improvement] District "should request an interest in the
    land with a preferred return on land sales." McCrady answered that the developer (Martin-
    Atlantis) would not agree to that option. The board then directed McCrady to discuss other
    possible options with the developer to protect the interests of the Improvement Zone in the event
    no park is ever built. What, if any, actions were taken by McCrady to protect the interests of the
    Improvement Zone are not mentioned in the board minutes.
    As if the possibility of the park not getting built isn't serious enough by itself, the bank holding
    the lien on the property has filed a motion with the bankruptcy court to allow it to foreclose its
    lien.
    On January 16, 2012, according to Research Bankruptcy Records Online | TrollerBk.com, Bank Midwest, N.A., successor in
    interest to Hillcrest Bank, N.A. (Whitestone's tender), filed a motion of objection with the
    bankruptcy court 'in response to Whitestone's plan of reorganization. The objection motion is
    quite lengthy and can be read in its entirety at the end of this article.
    The purpose of the motion is for Whitestone's lender to be granted permission by the bankruptcy
    court to proceed with a foreclosure on all of the properties that Whitestone owns, including the
    Dino-Park land.
    This motion paints a far different picture of the status of the EarthQuest project than what has
    been commonly portrayed by various interested parties and some publications. Excerpts from the
    lender's motion include the following quotations which are in response to Whitestone's plan of
    reorganization (the "Plan"):
    "On or about July 31, 2007, Hillcrest Bank, N.A., loaned Whitestone up to $19.6 million for the
    acquisition of real property in New Caney, Texas. The initial maturity date of the note was
    January 1, 2009 ... but was extended to November 1, 2010 ... at which time Whitestone
    defaulted in its obligations ... and was subsequently declared in default on November 19, 2010.
    . . The indebtedness remains unpaid ... in the [current] amount of $21,377,520.24."
    "The Plan 'envisions a new third-party debt facility' and [that] the Plan will be implemented
    through 'the revenue from Whitestone's future business operations and an equity investment put
    in by the 'New Capital Partner.' The alleged New Capital Partner is not identified, disclosed or
    supported. Whitestone's future business operations and 'development' are not explained or
    supported. In addition, there is no support for the Plan's feasibility because ... the Plan is not
    feasible.
    <<PAGE-DIVIDER>>
    "Whitestone has no equity in the property ... Whitestone has no history ... [and] is a start-up
    venture ... Considering Whitestone's prior inadequate performance in regards to developing the
    property ... the current state of the new home market ... and the speculative nature of an
    amusement park ... the Plan is not feasible."
    The objection motion goes on to state that, although Whitestone contends that the property is
    worth $27.4 million, the lender has certified appraisals stating that the property's current value is
    only $9.88 million.
    The bankruptcy court has not yet ruled on the lender's motion of objection. If the court does rule
    in Hillcrest's favor, then it is expected the lender will foreclose its lien on the property, take
    ownership of the land and subsequently place the land on the market for re-sale. The act of
    foreclosure will terminate the interests of all prior owner(s) and any other interested parties.
    If the property is foreclosed, the feasibility of the EarthQuest project going forward is, at best,
    questionable. More importantly, once the foreclosure occurs, it is doubtful Whitestone's lender
    will have an interest in reinvesting in another speculative venture. The most likely scenario is
    that the lender's focus will be to sell the property in order to recover its loan proceeds.
    Although many have been surprised at the seemingly current problems of the EarthQuest project,
    it appears the EMCID board has been in damage control mode for almost a year. Based on
    comments recorded in the EMCID board minutes, warning signs about the project apparently
    surfaced as early as mid-2009.
    Examples of these concerns, listed by board meeting dates, are as follows:
    August 24, 2009
    The first of two major restructures of the contractual arrangement between the developer
    (Marlin-Atlantis) and EMCID is proposed. The developer requested: (i) forgiveness of its
    obligation to repay several million dollars of bond proceeds previously given to the developer by
    EMCID; (ii) forgiveness of its obligation to repay $1.5 million in bond proceeds utilized for the
    benefit of ESD # 7; (iii) a request for EMCID, rather than the developer, to pay a 'site locater'
    fee of @ $3 million; along with other concessions.
    According to the minutes, the EMCID counter-proposed that a $1 parking tax would be levied on
    all future park visitors to: (i) repay the millions of dollars of bond indebtedness owed by the
    developer (as requested); (ii) utilize the same parking levy to payoff the $1.5 million bond
    indebtedness related to ESD #7 (as requested) (iii) ask the developer to donate to EMCID the
    planned site of the future EarthQuest Institute; and other considerations.
    The Tribune does not have a copy of the final restructured agreement therefore, the final terms
    are unknown. Furthermore, what, if any, additional assurances McCrady was able to achieve
    with the developer is unknown.
    November 9, 20 10
    <<PAGE-DIVIDER>>
    The EMCID board learns that the project is not going to happen as planned. A second major
    restructure of the project is proposed. John Marlin, president of Marlin-Atlantis, informed the
    EMCID board that a $500 million "greenfield" project like EarthQuest was not feasible in the
    current market. Consequently, the project would have to be "phased" to reduce development and
    construction costs. The phasing of the project proposed that the theme park would be constructed
    first, followed by subsequent phases for related amenities.
    February 1, 2011
    In the meeting, McCrady states that the [Improvement] District is "a little behind on revenue
    projects . . ." The board then discussed areas where the budget could be reduced if the revenues
    did not match the budget. Director Linda Floyd "recommended that the travel by the EarthQuest
    consultants "be restricted or elimmiated."
    There is no mention of why Floyd was so concerned about the traveling expenses of the
    EarthQuest consultants. But from financial records obtained by The Tribune it is obvious that
    EMCID has paid for extensive travel and other accommodations for the EarthQuest consultants.
    March 10, 2011
    EMCID director Floyd again appears concerned about money. She questioned a wire transfer of
    funds to EarthQuest Institute. Floyd is on the record as saying, "It was her understanding that
    such funding had ended." She further asked the board "to recall the EarthQuest Institute wire."
    The amount of this wire transfer was not referenced in the minutes and is unknown. What is clear
    is that Floyd's concern about the wire transfer to EarthQuest reflected a growing concern on the
    part of some of the EMCID board members.
    June 16, 2011
    Chris Brown, president of Contour Entertainment, informed the EMCID board that his company
    was "assuming" the position of Marlin-Atlantis as developer for the EarthQuest project. In light
    of the complex contractual agreements that exist between EMCID and various Marlin-Atlantis
    entities, it is unknown if this is a formal assumption of the developer's role or a temporary
    measure until a more permanent solution is determined.
    November 10, 2011
    The EMCID board approved an assignment and release with "Dino" Don Lessem. Reportedly
    renowned worldwide for his expertise in paleontology, Lessem was the brainchild, founder and
    director of the EarthQuest Institute. Lessem received thousands of dollars consulting on the
    project for several years and his extensive travel and entertainment expenses were paid by
    EMCID. The circumstances of Lessem's departure were not disclosed in the minutes. What
    effect his leaving will have on the project is unknown. The EarthQuest Institute was a tax-
    exempt entity which held several fund raisers to raise money for the museum facilities. The
    status of those funds is unknown.
    <<PAGE-DIVIDER>>
    December 8, 2011
    The EMCID board approved the expenditure of $25,000 to renew the Wbitestone [sanitary
    sewer] waste discharge permit to Caney Creek. Reportedly, the permit will be assigned to
    EMCID. It appears that EMCID is trying to preserve the early (and limited) development work
    that Marlin- Atlantis performed on the Whitestone property when it was originally planned as
    only a residential community. This specific permit most likely was the Caney Creek Plant Permit
    No. WQ0014559001, which was originally issued in April of 2005. There is a companion waste
    permit that will also soon need to be renewed, if that has not already been done. That will be for
    the Peach Creek Plant Permit No. WQ0014559001, which was also first issued in April of 2005.
    With Marlin-Atlantis having left the project, these type of real estate expenses will be regular
    occurrences as EMCID tries to preserve whatever interests it can in the EarthQuest property.
    Chris Brown of Contour emphasized this. "EMCID is trying to do what it can to protect the
    investment it has made in the project," he said.
    Questions Remain
    This complex and convoluted situation, the seriousness of which has been further magnified by
    the potential foreclosure of the EarthQuest property, has prompted valid inquiries by this
    newspaper and the public to the EMCII) board.
    How much money has EMCID funded to the various entities involved in the proposed
    EarthQuest / Dino-Park venture?
    The Tribune previously asked both EMCID attorney David Marks and McCrady this specific
    question. Marks said he did not know but "Frank should." McCrady responded that EMCID has
    funded "about" $9 million "for expenses to date." (Note: The original Tribune article reported an
    amount of $7.8 million). However, in a Houston Chronicle-This Week article dated August 26,
    2009, Connie Bloodworth, a board member of EMCID, then stated that EMCID had a potential
    exposure to the project of $13 million. "Director Connie Bloodworth said the requested changes
    will add up to a net initial incentive cost to the district of some $13 million. 'Right now we're
    putting ourselves and the community on the line," said Bloodworth. "He's (Marlin) got his neck
    on the line, but we do too."'
    Why did the EMCID board not inform the public that the entity owning the land for the proposed
    EarthQuest property filed for bankruptcy protection more than five months ago on August 1,
    2011?
    Why did the EMCID board not inform the public about Marlin-Atlantis leaving the project?
    Why did the EMCID board ignore the advice of its own bond counsel to seek additional security
    in order to protect its multi-million dollar investment in Marlin-Atlantis and the EarthQuest
    project.
    <<PAGE-DIVIDER>>
    How much money has EMCID expended for travel, accommodations, food, gifts, etc. for the
    various EarthQuest personnel and consultants?
    Based on financial records in the possession of The Tribune it appears to be extensive. A review
    of those expenses is underway and will be reported on in a future article.
    Samuel M. Stricklin (State Bar No. 19397050)
    Michael L. Dinnin (State Bar No. 05888100)
    Brian C. Mitchell (State Bar No. 24046452)
    Bracewell and Giuliani LLP
    1445 Ross Avenue, Suite 3800
    Dallas, Texas 75202-2711
    Telephone: (214) 468-3800
    Facsimile: (214) 468-3888
    Email: sam.stricklin@bgllp.com
    Email: michael.dinnin@bgllp.com
    Email: brian.mitchell@bgllp.com
    Attorneys for Hillcrest Bank, N.A.
    IN THE UNITED STATES BANKRUPTCY COURT
    FOR THE EASTERN DISTRICT OF TEXAS
    SHERMAN DIVISION
    IN RE: 
     CHAPTER I I
    WHITESTONE HOUSTON LAND, LTD.,  CASE NO. 11-42400
    <<PAGE-DIVIDER>>
    Debtor. 
    HILLCREST BANK, N.A.'S OBJECTION TO CONFIRMATION OF
    DEBTOR'S FIRST PLAN OF REORGANIZATION DATED OCTOBER 28,2011
    Hillcrest, N.A. ("Hillcrest"),
    1
    secured creditor and party in interest herein, files this
    Objection to Confirmation of Debtor's First Plan of Reorganization Dated October 28, 2011
    ("Objection"), and in support thereof would show the Court the following:
    JURISDICTION AND VENUE
    1. This Court has jurisdiction over this matter pursuant to 28 U.S.C.  157 and
    1334. This Objection is a core proceeding pursuant to 28 U.S.C.  157(b)(2). Venue is proper in
    this district pursuant to 28 U.S.C.  1409.
    1
    On November 7, 2011, Hillcrest Bank, N.A. merged with Bank Midwest, N.A., and now
    operates under the name
    Bankr Midwest, N.A.OBJECTION OF HILLCREST BANK, N.A. TO CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 2
    RELEVANT BACKGROUND
    A. Debtor's Bankruptcy Filing
    1. On August 1, 2011 (the "Petition Date"), Whitestone Houston Land, Ltd.
    ("Whitestone" or "Debtor") filed a voluntary petition for relief under chapter I I of title I I of the
    United States Code (the "Bankruptcy Code") in the Eastern District of Texas, Plano Division (the
    "Bankruptcy Court"), Cause No. 11-42400. This is a Single Asset Real Estate case.
    <<PAGE-DIVIDER>>
    2. On October 28, 2011, the Debtor filed its First Disclosure Statement Dated
    October 28, 2011 [Dkt. No. 15 ] ("Disclosure Statement") and its Chapter I I Plan of
    Reorganization Dated October 28, 2011 [Dkt. No. 14] ("Plan"). The Debtor filed its First
    Modification to Disclosure Statement on December 11, 2011 ("Disclosure Statement
    Modification"). [Dkt. No. 24]. On December 20, 2011, the Court entered an Order Approving
    First Disclosure Statement Dated October 28, 2011 as Modified. [Dkt. No. 27].
    B. Hillcrest Bank's Secured Claim
    3. On or about July 31, 2007, Hillcrest and Whitestone entered into a secured loan
    agreement (the "Loan Agreement") whereby Hillcrest agreed to loan Whitestone up to
    $19,600,000.00 in connection with the acquisition of real property located in New Caney,
    Montgomery County, Texas (the "Property"). Pursuant to the terms of the Loan Agreement, and
    contemporaneously therewith, Whitestone executed a Promissory Note (the "Note") for the
    principal sum of $19,600,000.00 in favor of Hillcrest. The Note was secured by a Deed of Trust
    granted by Whitestone in favor of Hillcrest, which provided Hillcrest a security interest in the
    Property (the "Deed of Trust"). OBJECTION OF HILLCREST BANK, N.A. TO
    CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 3
    4. The initial maturity date of the Note, for full repayment of the entire principal
    balance and unpaid interest to Hillcrest by Whitestone, was January 1, 2009. The maturity date
    was subsequently modified twice via agreement, so that the maturity date under the Note was
    November 1, 2010. However, Whitestone defaulted under the Loan Agreement and Note, and
    Hillcrest notified Whitestone of the events of default on November 1, 20 10. Whitestone failed to
    cure the default, and on November 19, 2010, Hillcrest accelerated the outstanding indebtedness
    (the "Indebtedness") under the Note and Loan Agreement. The Indebtedness remains unpaid,
    <<PAGE-DIVIDER>>
    and as of August 1, 2011, the approximate amount due and owing by Whitestone under the Note
    and Loan Agreement, including principal and accrued interest, was $21,377,520.24. Interest and
    fees continue to accrue on this amount.
    BASIS FOR OBJECTIONS
    C. The Debtor Bears the Burden of Proof for Confirmation
    2. A debtor in bankruptcy bears the burden of proving each and every element of
     1129(a) by a preponderance of the evidence in order to attain confirmation of its plan. In re
    Cajun Electric Power Cooperative, Inc., 230 B.R. 715, 728 (Bankr. M.D. La. 1999); In re
    Barnes, 309 B.R. 888, 895 (Bankr. N.D. Tex. 2004) (citing In re T-H New Orleans Ltd. P'ship,
    116 F.3d 790, 801 (5th Cir. 1997)); In re 8315 Fourth Avenue Corp., 172 B.R. 725, 735 (Bankr.
    E.D.N.Y. 1994). Furthermore, the court has a mandatory duty to determine whether the plan has
    met all of the requirements for confirmation, whether specifically raised by dissenting creditors
    or not. Williams v. Hibernia National Bank, 850 F.2d 250, 253 (5th Cir. 1988). The Debtor in
    this case is unable to meet its burden for confirmation.OBJECTION OF HILLCREST BANK,
    N.A. TO CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 4
    B. The Plan Violates  1123(a)(5) Because it Does Not Provide Adequate Means For Its
    Implementation
    3. The Court cannot confirm a plan unless it complies with the applicable provisions
    of title 11. See 11 U.S.C.  1129(a)(1). A debtor's plan must provide adequate means for the
    plan's implementation. See I I U.S.C.  1123(a)(5). Whitestone's Plan does not provide
    adequate means for the Plan's implementation; therefore, the Plan cannot be confirmed.
    4. The only information in the Plan regarding its implementation is in Article 11,
    Concept of the Plan, Generally, and Article VI, Means for Implementation of Plan. The Concept
    <<PAGE-DIVIDER>>
    of the Plan is merely a "plan of reorganization." See Plan, 2.0 1. The Plan "envisions a new third
    party debt facility," and the Plan will be implemented through "the revenue from the Debtor's
    future business operations and an equity investment put in by the New Capital Partner." Id. The
    alleged New Capital Partner is not identified, disclosed, or defined. Id. The Debtor's future
    business operations and "development" are not explained or supported. Id. In addition, there is
    no support for the Plan's feasibility, likely because, as discussed infra, the Plan is not feasible.
    The Means for Implementation of Plan simply states that the "Plan will be implemented pursuant
    to  1123(a)(5) of the Code, by the commencement of payments as called for above." See Plan,
    6. 0 1. Further, the Plan "relies on the revenues generated from the Debtor's property and the
    Equity Investment." Id. Similar to New Capital Partner, the Equity Investment is not defined,
    explained, or identified. Therefore, the Plan does not provide any means for implementation
    other than the baseless and conclusory statements that it will be implemented. The Plan does not
    comply with the provisions in section 1123(a)(5) and, as a result, should not be confirmed.
    C. The Plan Violates I I U.S.C.  I 129(a)(7) Because Hillcrest Receives Less Under the
    Plan Than it Would in a Chapter 7 Liquidation
    5. Pursuant to 11 U.S.C.  1 129(a)(7), impaired classes of claims under the Plan
    must receive property on account of their claim that is not less than the amount they would
    OBJECTION OF HILLCREST BANK, N.A. TO CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 5
    receive in a case under chapter 7. The Plan is not confirmable because the Debtor has failed to
    meet its burden under  1129(a)(7). The Debtor bears the burden of proving  1129(a)(7) by a
    preponderance of the evidence. Heartland Fed. Sav. & Loan Ass'n v. Briscoe Enters. (In re
    Briscoe Enters.), 994 F.2d 1060 (5th Cir. 1993).
    6. There is nothing in the Plan regarding liquidation, and in its Disclosure Statement
    <<PAGE-DIVIDER>>

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    Modification, the Debtor merely states that "in a liquidation the property would sell for less than
    the secured debts given today's market conditions and the costs of sale." Disclosure Statement
    Modification, 16. The Debtor states the Whitestone Houston Property Value is $25,000,000.00
    (reduced by $2,000,000.00 for a liquidation) and its secured debt is listed as $21,377,520.24. Id.
    Therefore, the Debtor's statement that the property would sell for less than the secured debts is
    incorrect, even with a $2,000,000.00 reduction in property value. There is no evidence that the
    impaired classes will not receive less through the Plan than they would in a liquidation. The
    Debtor has not met its burden to prove the requirements under  1129(a)(7).
    7. Further, Hillcrest will receive less under the Plan that it would under a chapter 7
    liquidation. Under a liquidation, Hillcrest will receive the value of its secured claim
    immediately.
    2
    However, under the Plan, Hillcrest must wait 120 days after confirmation before
    it will receive payment of its secured claim, and will not be paid a market or otherwise
    appropriate rate of interest. Further, it is unclear how Debtor intends to pay Hillcrest's
    $19,389,607.91 claim (plus continued accrued fees and interest) when there is no indication of
    who the New Equity Investor is or how the Debtor will implement the Plan. Accordingly,
    2
    Debtor contends the Property is worth 27,400,00.00, which would allow Hillcrest to receive the
    full amount of its
    secured claim through liquidation. However. even if the Property value is $9,880,000.00, as
    Hillcrest contends
    based on its certified appraisal, Hillcrest will still receive more through a liquidation that it
    would under the Debtor's
    Plan. OBJECTION OF HILLCREST BANK, N.A. TO CONFIRMATION
    <<PAGE-DIVIDER>>
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 6
    Hillcrest will receive less than it would under a chapter 7 liquidation and confirmation of the
    plan should be denied under  1129(a)(7).
    D. The Plan Violates  1 129(a)(1 1) Because it is Not Feasible
    8. Whitestone's Plan is not feasible and cannot be confirmed under section
    1129(a)(11). Courts must scrutinize the plan carefully to determine whether it offers a
    reasonably prospect of success and is workable. In re Beyond.com Corp., 289 B.R. 138, 145
    (Bankr. N.D. Cal. 2003). Whitestone has failed to offer anything other than hope and
    speculation regarding its ability to satisfy the obligations of creditors. See, e.g., In re M&S
    Assocs., Ltd., 138 B.R. 845, 852 (Bankr. W.D. Tex. 1992) ("Confirmation of the Plan would
    merely allow the Debtor to postpone the inevitable, and to gamble, with the [secured creditor's]
    money, on the long shot possibility of a drastic improvement in the real estate market"); In re
    Pelham St. Assocs., 134 B.R. 700, 701 (Bankr. D.R.I. 1991) (denying confirmation of plan
    predicated on a 5-year balloon payment to the secured creditor, concluding that the plan was
    11 pure pie in the sky, and no secured creditor should be required to depend on such illusory pie.").
    Whitestone has no equity in the Property, and this is a Single Asset Real Estate bankruptcy.
    9. The proposed Plan does not have a reasonable probability of success because it
    requires Whitestone to enter into a new third party debt facility and receive an equity investment
    from a New Capital Partner in order to fund the reorganization. See Plan, 2,01. Simultaneously
    with the refinancing, Whitestone will also place the Property for sale on the market. Id.
    However, Whitestone does not explain how it will obtain a New Equity Partner and a new debt
    financing facility when it intends to sell the Property, and Whitestone has no equity in the
    Property. OBJECTION OF HILLCREST BANK, N.A. TO CONFIRMATION
    <<PAGE-DIVIDER>>
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 7
    10. Neither the Disclosure Statement nor the Plan provides any concrete explanation
    for how creditors in this case will receive the value of their claims. Whitestone has no equity in
    the Property, and this is a Single Asset Real Estate bankruptcy. More specifically, this case
    involves more than 1,564.55 acres of raw/undeveloped land located in New Caney, Texas that
    the Debtor purchased in 2005 and plans (at least in 2005) to develop into a mixed-use
    multifamily, commercial, and retail development, a segment of the economy that is notoriously
    struggling. See Disclosure Statement, Exhibit B, Development Overview. However, upon
    information and belief, the Debtor actually intends to develop the majority of the Property into
    an amusement park.
    11. The only support for the Plan's success is contained in the Metrostudy Market
    Overview and Development Feasibility Performa sections of Exhibit B of the Disclosure
    Statement. However, the Market Overview is merely a conclusory summary of a pie in the sky
    hope for what may happen to the real estate market, and there is no support for the Development
    Feasibility of the Debtor's Plan. Speculative and unrealistic projections are not sufficient to
    prove the feasibility of a plan of reorganization. In re Canal Place Ltd. P'ship, 921 F.2d 569,
    579 (5th Cir. 1991). Moreover, it is unclear when the Development Feasibility Proforma was
    prepared (although it appears to be years ago), who prepared it, how the figures contained in the
    Proforma were determined, what assumptions were made, etc. Notably, the proposed Plan relies
    on revenues generated from the Property (which, to date, amount to zero) and additional
    financing. "Section I 129(a)(1 1) requires the plan proponent to show concrete evidence of a
    sufficient cash flow to fund and maintain both its operations and obligations under the plan." See
    In re 8315 Fourth Ave. Corp., 172 B.R. 725, 735 (Bankr. E.D.N.Y. 1994); In re SM 104 Ltd.,
    <<PAGE-DIVIDER>>
    160 B.R. 202, 234 (Bankr. S.D. Fla. 1993). Plans often fail on feasibility grounds where the
    OBJECTION OF HILLCREST BANK, N.A. TO CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 8
    assets needed to fund the Plan are speculative. See In re 8315 Fourth Ave. Corp., 172 B.R. at
    735; In re Lakeside Global 11, Ltd., 116 B.R. 499, 506-09 (Bankr. S.D. Tex. 1989).
    12. Further, where a plan relies on operating revenues, "a debtor's past and present
    financial history are probative of the plan's feasibility." Id. The Debtor effectively has no
    history - this is a start-up venture in bankruptcy. Considering the Debtor's prior inadequate
    performance in regards to developing the property (Whitestone has owned the Property since
    2005, yet no development has taken place), the current state of the new home market (and the
    speculative nature of an amusement park) and the conjectural and speculative projections in
    support of the Debtor's proposed Plan, the Plan is not feasible and cannot be confirmed as a
    matter of law.
    PRAYER
    For the foregoing reasons, Hillcrest respectfully requests that the Court deny
    confirmation of the Plan and grant Hillcrest such other and further relief as is just and proper.
    Dated: January 13, 2012
    Respectfully submitted,
    BRACEWELL & GIULIANI LLP
    By: /s/ Brian C. Mitchell
    Samuel M. Stricklin
    State Bar No. 19397050
    Michael L. Dinnin
    State Bar No. 05888100
    <<PAGE-DIVIDER>>
    Brian C. Mitchell
    State Bar No. 24046452
    1445 Ross Avenue Suite 3800
    Dallas, TX 75202-2711
    Telephone: (214) 468-3800
    Facsimile: (214) 468-3888
    ATTORNEYS FOR HILLCREST BANK, N.A.OBJECTION OF HILLCREST BANK, N.A.
    TO CONFIRMATION
    OF DEBTOR'S FIRST PLAN OF REORGANIZATION - PACE 9
    CERTIFICATE 0
    Court gives EarthQuest developer time to raise money, save project
    Tuesday, February 07, 2012
    Cynthia Calvert
    -Questions arise over EMCID,consultant contracts-
    The Eastern District Court of Texas, which is administering the bankruptcy proceedings of
    Whitestone Houston Land, Ltd. (the legal owning entity of the EarthQuest / Dino-Park land), has
    established a multi-step plan to allow
    for the sale and disposition of the Dino - Park property.
    On Jan. 23, 2012, the court decreed that the owners of Whitestone have until March 5, 2012, to
    raise $ 10 million in capital in order to move forward with a plan to reorganize. N"itestone must
    also file a Motion to Establish Bid procedures. If they achieve this, they then have until April 6,
    2012, to obtain court approval of the bid
    procedures for a sale of the property and they must conduct an auction to sell the property by
    April 30 and close on the sale by June 4, 2012.
    Failure to meet with any of these steps means that the court will allow foreclosure on the land.
    <<PAGE-DIVIDER>>
    Frank McCrady, president and CEO of the East Montgomery County Improvement District
    (EMCID), said in January that Chris Brown, CEO of Contour Entertainment, is now the
    EarthQuest developer and is actively seeking to raise capital in order to save the project. Brown
    said, " We are working to raise the money. However, we have not raised it yet. That is something
    we are working on. There is a list of bills to be paid first before we can complete the project. A
    project like this comes in steps. It is a $500 million project and the reality is, that is a lot of
    money.
    "This is distinctively different for us - we have partnered financially on a much smaller scale but
    this is our first time, basically, to be owners on this scale. The money side is definitely a
    challenge. Outside of the cash issue, everything else is normal for us. We know we can do the
    project, but raising the money is the big challenge," Brown added.
    Brown is also working on another project, in Pahrump, Nevada. The town, an hour's drive from
    Las Vegas, recently gave Brown, and Donald Allen Holbrook, a consultant paid also by EMCID,
    thousands of dollars to conduct a study as to the feasibility of building a theme park in that rural
    area. Brown and Holbrook struck a deal with the town board for a study, which Holbrook said
    they should consider either an alien-themed park or a park he called Think Tank!, an
    entertainment project where patrons could drive military tanks through explosive elements. In
    later meetings, this idea was expanded to become "Adventure Springs," described in remarkably
    similar language as the dinosaur-park-turned-EarthQuest-Global-Adventures.
    Pahrunip paid $150,000 to Holbrook and his subcontractor, Contour Entertainment, and signed a
    contract obligating them to give them thousands more if the study showed the area could support
    a park, even if the park is never built.
    Holbrook is a familiar face to many closely associated with EarthQuest.
    In the October, 2007, the EMCID board agreed to hire the Vercitas Group, which is controlled
    Holbrook, as a consultant "for services in connection with the Earth-Quest project." The minutes
    authorized the contract "at a cost not to exceed $25,000 for hourly fees and expenses."
    Holbrook presented to EMCID, and to projects before and since, a dazzling resume of scholarly
    degrees and accomplishments. It's easy to see why Frank McCrady characterized Holbrook as
    11 an expert in the theme park entertainment venue industry and ... is recognized across the
    country as a premier economic development professional. We looked at his credentials and
    discussed his interaction with other cities and counties in which they all had numerous positive
    comments on their projects."
    But the road that Holbrook has traveled, both to New Caney, Texas, and numerous other towns
    across the U.S.A., is a long and winding journey, littered with disappointment and controversy.
    Furthermore, a diligent search by The Tribune of documents, newspaper articles, public filings,
    websites, etc., paints a vastly different portrait of this supposed 'entrepreneur extraordinaire'.
    And it seems that trouble follows Holbrook to almost very town that invites him into their
    community, and their coffers. For example:
    <<PAGE-DIVIDER>>
    Proposed Project - EarthQuest, New Caney, Texas (2007)
    One of Holbrook's first interactions with EMCID was to prepare a site selection report which he
    claimed verified that New Caney had been chosen as a prime spot to develop a theme park.
    Recently, The Tribune asked EMCID for a copy of the 2007 site study. This report purportedly
    selected the New Caney, Texas area over several dozens of other communities throughout
    America as the preferred location for the EarthQuest project. It was presumed that such a study
    would have been prepared by an independent, third-party firm, not affiliated with any of the
    interested parties in order to preclude any conflicts of interest.
    What was delivered to The Tribune was a 177-page report prepared by Baker Leisure Group,
    LLC and being paid for by EMCID at a cost of $125,000. This report makes no mention
    whatsoever of any 'national search' and focuses solely on the Houston area. It includes no
    recommendations as to whether or not EarthQuest should be built, although it does list potential
    strengths and weaknesses in the market. It appears to be a detailed demographic review of the
    Houston region with various pro-forma's based on the early plans for EarthQuest. By any
    account, it is a preliminary report based on preliminary assumptions.
    At this point, the story gets more complicated. The report The Tribune received was not prepared
    on behalf of EMCID, but for Dino Don, Inc. Dino Don, Inc. is a company affiliated with Don
    Lessem, once a consultant on the move "Jurassic Park" and the (now former) Director of the
    EarthQuest Institute. On the cover of the report, Dino Don, Inc. is shown as being represented by
    Don Holbrook of Holbrook Development Company. Nowhere does EMCID appear in the report,
    even though EMCID is the only party risking millions of dollars of taxpayer funds to build the
    project.
    About the same time, Lessem is quoted on the EarthQuest website as stating that "we,"
    presumably the EarthQuest Institute (and EMCID?), engaged Holbrook to conduct a national
    search for a site. However, no national search report has yet been given to The Tribune, as
    requested.
    The foregoing facts present a confused situation that is difficult to grasp. Were there two studies
    conducted? One by Baker Leisure and one by Holbrook? If so, where is the Holbrook national
    search report? If Holbrook did conduct the national study, why would EMCID allow its own
    consultant to prepare the report when the same consultant clearly has a vested financial interest
    in seeing that the project goes forth? The conflict of interests appear obvious.
    So who does Holbrook represent? EMCID, Dino Don, Inc. or himself? Why did he conduct the
    national search report? Why was a third-party not engaged for the study? What parties divvied
    up the $125,000 fee? And last, but not least, where is the national search report that selected New
    Caney, Texas, over all other potential locations in the United States?
    Continuing the Holbrook saga, it seems that Holbrook doesn't travel alone. He clearly has a
    business relationship with Lessem, as mentioned above. He also has strong ties to Contour
    Entertainment, the new developer, according to McCrady [Tribune, Jan. 11] of the EarthQuest
    <<PAGE-DIVIDER>>
    project, replacing Marlin - Atlantis. Holbrook and Contour have teamed up on other proposed
    theme parks in several cities across the country. However, it may prove telling for New Caney
    residents that when officials in Pahrump, Nevada, questioned Holbrook in the fall of 2011 about
    prior theme parks he had completed, Holbrook could not recall a single one.
    Another disturbing fact is that The Tribune has not been able to get answers as to how much
    Holbrook or Lessem were paid by EMCID for his EarthQuest-related efforts. A brief analyis of
    EMCID payments in 2008 and 2009 reveal thousands of dollars spent on airfare, hotels and
    meals for Holbrook to travel to New Caney as well as for EMCID staff and board members to
    travel to Nevada to see Holbrook. Notwithstanding, The Tribune has learned from similar
    contracts made available by other cities in which Holbrook and/or Contour are involved, that
    their contracts are not simple documents for a single stated amount. In fact, quite the opposite is
    true.
    For example, the contract executed with Pahrump, Nevada, to determine if it was a good
    candidate for a major theme park, was initially presented to the public as a $154,000 agreement.
    The primary thrust of the initial contract was for Holbrook and Contour to conduct a survey and
    see if Pahrump was a suitable site. Not surprisingly, the search (conducted by Contour &
    Holbrook) did conclude that Pahrump was a viable venue.
    In later town hall meetings it was disclosed to the general public that the contract was not a
    single-purpose document, but an on-going, multi-phase commitment, with those future phases
    triggered by specific events. Those future phases will commit the city to almost $900,000 in total
    fees as additional phases are completed. Furthermore, the contract provides for "Success Fees"
    should the project be constructed. Contour and Holbrook will receive I percent of all investor
    money raised, and 3 percent of all public funding committed to the project. On a $500 million
    project, the approximate cost of the EarthQuest park, that stipulation could generate a fee as high
    as $10 million+ to the developers.
    Since the Tribune has not received a copy of the contract executed with Holbrook, or the new
    development agreement executed with Contour, it cannot comment on what terms those
    contracts may include. Consequently, it is unknown if similar conditions in the Pahrump contract
    are contained in the Holbrook and Contour contracts with EMCID. The Tribune will continue its
    efforts to obtain copies of the contract.
    But Holbrook's difficulties and inconsistencies don't end with his work.
    Resume Problems
    In the mid- and late 1990's, Holbrook's resume included a master's and a doctoral degree from
    LaSalle University (Mandeville). But LaSalle was raided and closed by the F.B.I. in 1996. In
    2004, the U.S. General Accounting Office determined that LaSalle was a "joke" where
    11 students" simply paid a fee for their "degrees." Holbrook has since removed the degrees from
    his resume.
    <<PAGE-DIVIDER>>
    Subsequently, Holbrook started listing on his resume three new degrees. These included a
    Bachelor of Science in Environmental Studies and a Bachelor of Arts in Urban Economic
    Planning Geography from Wright State University. The third (new) degree is a Masters of
    Business Administration in Technology Management from the University of Phoenix. Holbrook
    further claims, in another resume, to be a doctoral candidate at Walden University. According to
    the National Student Clearinghouse website at National Student Clearinghouse, Holbrook
    did get the geography degree and the MBA but never obtained the bachelor's degree in
    environmental studies or the doctorate.
    The Tribune has inquired of each university to determine if all of the forgoing degrees were
    conferred unto Holbrook. The results of those inquiries will be published upon receipt.
    Holbrook's employment history over recent years is also troubling. He was hired and
    subsequently fired in several locations, mired in controversy. In 1996, Holbrook hired by the
    Port Authority in Red Wing, Minnesota, and terminated in 1998 for questionable spending
    practices, falsifying his resume, etc. In 2001, he was hired by the Lake Havasu Partnership for
    Economic Development but less than two years later, his employment contract not renewed. In
    2004, Holbrook was hired by the Richmond, Indiana Economic Development Corporation but 16
    months later, left in an acrimonious departure after excessive spending, unauthorized
    expenditures and other questonable practices came to light in the local newspaper. In 2007,
    Holbrook hired by EMCID as a consultant to the EarthQuest project.
    Holbrook is clearly a prominent participant in the EarthQuest story, but he is only one of several.
    Future articles will explore the roles of other individuals. There will also be detailed analyses of
    the financial implications that have occurred, and will continue to occur, as the full story of the
    EarthQuest venture unfolds.

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