vote tabulation

8/12/2019 Vote Tabulation

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UNITED STATES BANKRUPTCY COURTEASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

----------------------------------------------------- In re

CITY OF DETROIT, MICHIGAN,

Debtor.

-----------------------------------------------------

x:::::::x

Chapter 9

Case No. 13-53846

Hon. Steven W. Rhodes

DECLARATION OF MICHAEL J. PAQUE REGARDINGTHE SOLICITATION AND TABULATION OF VOTES ON, AND

THE RESULTS OF VOTING WITH RESPECT TO, FOURTH AMENDEDPLAN FOR THE ADJUSTMENT OF DEBTS OF THE CITY OF DETROIT

I, Michael J. Paque, make this Declaration under 28 U.S.C. 1746

and state as follows:

1. I am over 18 years of age and not a party to the

above-captioned action.

2. I am employed as a Director of Corporate Restructuring

Services with Kurtzman Carson Consultants LLC ("KCC"), the claims, noticing

and balloting agent for the above-captioned debtor, the City of Detroit, Michigan

(the "City"). I have been an employee of KCC for approximately nine years.3. I submit this Declaration in connection with the tabulation of

votes for the Fourth Amended Plan for the Adjustment of Debts of the City of

Detroit, dated May 5, 2014 (Docket No. 4392) (as it has been and may be further

13-53846-swr Doc 6179 Filed 07/21/14 Entered 07/21/14 23:26:53 Page 1 of 27


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modified, amended or supplemented, the "Plan"). Except as otherwise noted,

I could and would testify to the following based upon my personal knowledge.

4. Capitalized terms not otherwise defined herein have the

meanings given to them in: (a) the Plan; (b) the Order (I) Establishing Procedures

for Solicitation and Tabulation of Votes to Accept or Reject Plan of Adjustment

and (II) Approving Notice Procedures Related to Confirmation of the Plan of

Adjustment (Docket No. 2984) (the "Primary Solicitation Order"); and

(c) the Order Establishing Supplemental Procedures for Solicitation and Tabulation

of Votes to Accept or Reject Plan of Adjustment with Respect to Pension and

OPEB Claims (Docket No. 4400) (the "Retiree Solicitation Order" and, together

with the Primary Solicitation Order, the "Solicitation Orders").

5. The City retained KCC to provide, among other services,

solicitation and balloting services in this Chapter 9 Case. With the exception of the

Securities Classes (as defined below), I am the employee of KCC that was

responsible for coordinating all aspects of the solicitation, balloting and tabulation

process in this Chapter 9 Case. 1 This Declaration sets forth the actions taken by

1 The employee of KCC responsible for coordinating the solicitation, ballotingand tabulation process in this Chapter 9 Case for the Securities Classes wasPeter Walsh. Mr. Walsh has executed a separate declaration (the "WalshDeclaration" or "Walsh Decl.") regarding the actions taken by employees ofKCC in its capacity as Balloting Agent in this Chapter 9 Case with respect tothe solicitation and tabulation of votes in the Securities Classes. The Walsh



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employees of KCC, including persons working at my direction and under my

supervision, in KCC's capacity as Balloting Agent in this Chapter 9 Case.

6. As specified in paragraph 3 of the Retiree Solicitation Order,

March 1, 2014 was established as the record date for determining (a) each Pension

Claimant's employment status and (b) the amount of each OPEB Claim

(the "Pension/OPEB Record Date "). It is my understanding that, pursuant to the

Retiree Solicitation Order, the Pension/OPEB Record Date was used for purposes

of estimating Pension and OPEB Claims pursuant to the Claims Estimation

Procedures and for purposes of voting on the Plan. As specified in paragraph 3 of

the Primary Solicitation Order, April 14, 2014 was established as the record date

for purposes of determining which creditors other than Pension and OPEB

Claimants would be entitled to vote on the Plan.

7. Pursuant to the Fourth Amended Order Establishing

Procedures, Deadlines and Hearing Dates Relating to the Debtor's Plan of

Adjustment, dated April 21, 2014 (Docket No. 4202), May 12, 2014

(the "Solicitation Deadline") was established as the deadline for the mailing of

Solicitation Packages in accordance with the Solicitation Orders. Pursuant to the

Fifth Amended Order Establishing Procedures, Deadlines and Hearing Dates

(continued)

Declaration is attached hereto as Exhibit A and cited herein as necessary orappropriate.



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Relating to the Debtor's Plan of Adjustment, dated June 9, 2014 (Docket No. 5259)

(the "Fifth Amended Scheduling Order"), the deadline for voting to accept or reject

the Plan was established as July 11, 2014 (the "Voting Deadline"). 2

8. To be tabulated by KCC, the original form of Class 1A, 5, 7, 8,

9, 10, 11, 12, 13, 14 and 15 Ballots (including Master Ballots) with an original

signature must have been properly executed, completed and delivered to KCC

either by (a) mail, (b) overnight courier or (c) personal delivery so that, in each

case, they were received by KCC no later than the Voting Deadline. See Primary

Solicitation Order 8; Retiree Solicitation Order 10(b).

9. Paragraph 9 of the Primary Solicitation Order established

certain procedures governing the resolution of disputes related to the entity entitled

2 The Fifth Amended Scheduling Order amended: (a) the Primary SolicitationOrder (which previously had established, and approved solicitation materialsthat identified, 5:00 p.m., Eastern Time, on June 30, 2014 as the VotingDeadline); and (b) the Retiree Solicitation Order (which previously hadestablished, and approved solicitation materials that identified, 5:00 p.m.,Eastern Time, on July 11, 2014 as the Voting Deadline for Pension andOPEB Claimants) with respect to the Voting Deadline. Unlike the PrimarySolicitation Order and the Retiree Solicitation Order, the Fifth AmendedScheduling Order did not identify a time of day for the Voting Deadline.Likewise, the ASF Ballot Order (as such term is defined below) established

July 11, 2014 (no time specified) as the deadline for certain Class 11claimants to return modified replacement Ballots mailed by KCC pursuant tosuch order. See 30-31 below. As such, it is unclear if the deadline forsubmitting Ballots should be considered 5:00 p.m., Eastern Time, on theVoting Deadline, or at the end of the day. In any event, KCC did not receiveany properly submitted Ballots between 5:00 p.m., Eastern Time, and11:59 p.m., Eastern Time, on July 11, 2014.



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to vote a given Claim (the "Voting Dispute Resolution Procedures"). Pursuant to

the Voting Dispute Resolution Procedures, the Court entered the following orders

establishing the parties identified therein as the sole parties authorized to vote

certain Claims (collectively, the "Voting Rights Orders"):

Order Concerning Voting by Insurers of DWSD Bonds andCertain Holders of DWSD Insured Bond Claims (Docket

No. 5588);

Order Authorizing National Public Finance GuaranteeCorporation to Vote Certain Class 8 Unlimited Tax General

Obligation Bond Claims (Docket No. 5719) (the "NationalClass 8 Voting Order");

Order Authorizing National Public Finance GuaranteeCorporation to Vote the National DWSD Bond Claims (Docket

No. 5720);

Order Authorizing Assured Guaranty Municipal Corp. to VoteCertain Claims in Class 1A (Docket No. 5721);

Order Authorizing Assured to Vote Claims in Class 8 (Docket No. 5725) (the "Assured Class 8 Voting Order");

Order Authorizing Financial Guaranty Insurance Company toVote and Make Elections with Respect to Certain DWSD BondClaims (Docket No. 5758);

Order Authorizing Ambac Assurance Corporation to VoteCertain Class 7 Limited Tax General Obligation Bond Claimsand Certain Class 8 Limited Tax General Obligation Bond

Claims (Docket No. 5774) (the "Ambac Voting Order"); and Order Regarding Tabulation of Plan Votes and Elections with

Respect to Certain COP Claims (Docket No. 5927).



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10. KCC tabulated all votes in accordance with the Amended

Tabulation Rules and the Pension/OPEB Tabulation Rules, as applicable.

In addition, the Court has entered various orders and approved various stipulations

that established, among other things, the entities entitled to receive Solicitation

Packages to vote certain Claims or the voting amounts of certain Claims,

including, but not limited to, orders and stipulations granting or otherwise

resolving Rule 3018 Motions (collectively, the "Other Voting Orders"). The Other

Voting Orders include, but are not limited to, the following:

Order Approving Stipulation by and Between the City ofDetroit and the Public Safety Unions Regarding Ballots andVoting for Public Safety Unions (Docket No. 3799)(the "Public Safety Union Order");

Order, Pursuant to Bankruptcy Rule 3018(a), TemporarilyAllowing, for Voting Purposes Only, (A) Proof of Claim

Number 2958 Filed by Michigan AFSCME Council 25 and ItsAffiliated Detroit Locals and (B) Proof of Claim Number 2851Filed by the Coalition of Detroit Unions (Docket No. 5540);

Order Regarding the Voting of Claims Relating to the36th District Court (Docket No. 5905);

Order Resolving Motion of Syncora Guarantee Inc. andSyncora Capital Assurance Inc. to Enforce the SolicitationProcedures Order (Docket No. 5980); and

Order Regarding Motion for Temporary Allowance of Claim ofthe Macomb Interceptor Drain Drainage District (MIDDD)Pursuant to Fed. R. Bankr. P. 3018(a) (Docket No. 6162).

As applicable, KCC has tabulated votes to accept or reject the Plan in accordance

with the Other Voting Orders.



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11. Consistent with paragraph 10 of the Primary Solicitation Order,

those subclasses of Class 1A identified as "Unimpaired" on Exhibit I.A.110 to the

Plan and Classes 1B, 1C, 2A, 2B, 2C, 2D, 2E, 2F, 3, 4, 6 and 16 (collectively,

the "Non-Voting Classes") were identified as non-voting classes, with respect to

which votes to accept or reject the Plan were not required. Accordingly, consistent

with the Primary Solicitation Order, on or before May 12, 2014, KCC (a) served a

Notice of Non-Voting Status on all known holders of Claims in the Non-Voting

Classes and (b) did not provide holders of Claims in the Non-Voting Classes with a

Ballot to cast votes on the Plan with respect to Claims classified in such Classes. 3

See Certificate of Service (Docket No. 6174), at 15; Certificate of Service

(Docket No. 6177) at 20.

12. Consistent with paragraph 7 of the Primary Solicitation Order

and paragraph 10 of the Retiree Solicitation Order, those subclasses of Class 1A

identified as "Impaired" on Exhibit I.A.110 to the Plan (the "Voting DWSD Bond

Claim Classes") and Classes 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15 (collectively with

3 The Primary Solicitation Order identifies as non-voting classes those Classes

that were either (a) unimpaired or (b) impaired and receiving no distributionunder the Plan for the Adjustment of Debts of the City of Detroit, datedFebruary 21, 2014 (Docket No. 2708) (the "Original Plan"), which wassubsequently amended. In consultation with the City's counsel, KCC hasapplied the rules established by the Primary Solicitation Order regarding thesolicitation of non-voting classes under the Original Plan to the revised Planand its Classes.



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the Voting DWSD Bond Claim Classes, the "Voting Classes") were entitled to vote

to accept or reject the Plan. 4

13. Holders of Claims in the Voting DWSD Bond Claim Classes

and Classes 9 and 14 were permitted to make certain elections on their Ballots.

Specifically, each Beneficial Holder or each Insurer of securities giving rise to a

claim in the Voting DWSD Bond Claim Classes was permitted to elect the form of

Distribution they are entitled to receive under the Plan (the "Distribution

Election"). Each Beneficial Holder or each Insurer of securities giving rise to a

Class 9 COP Claim was permitted to elect to participate in the Plan COP

Settlement (the "COP Settlement Election"). Finally, each holder of a Class 14

Other Unsecured Claim was permitted to elect to reduce its claim to $25,000 in the

aggregate and obtain treatment of such reduced claim as a Class 15 Convenience

Claim (the "Convenience Class Election" and, collectively with the Distribution

Election and the COP Settlement Election, the "Elections").

14. As described in greater detail below, KCC solicited votes from

the holders of Claims in the following impaired Classes:

Class 1A Impaired Classes of DWSD Bond Claims;

4 The Primary Solicitation Order identifies those Classes that were impairedand receiving a distribution under the Original Plan as being entitled toreceive a Ballot. In consultation with the City's counsel, KCC has appliedthe rules established by the Primary Solicitation Order regarding thesolicitation of classes entitled to vote under the Original Plan to the revisedPlan and its Classes.



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Class 5 COP Swap Claims;

Class 7 Limited Tax General Obligation Bond Claims;

Class 8 Unlimited Tax General Obligation Bond Claims;

Class 9 COP Claims;

Class 10 PFRS Pension Claims;

Class 11 GRS Pension Claims;

Class 12 OPEB Claims;

Class 13 Downtown Development Authority Claims;

Class 14 Other Unsecured Claims; and

Class 15 Convenience Claims.

Classes 1A, 7, 8 and 9 (Securities Classes)

Solicitation of Securities Classes

15. Solicitation of Beneficial Holders Through Nominees.

Pursuant to the Primary Solicitation Order, in an effort to identify all known

members of the Voting DWSD Bond Claim Classes and Classes 7, 8 and 9

(collectively, the "Securities Classes"), KCC relied on the listings of Nominees

received from the Depository Trust Company ("DTC") to identify the Holders of

Claims in the Securities Classes entitled to vote to accept or reject the Plan and

make or not make the Distribution Election or the COP Settlement Election, as



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applicable, and in each case in accordance with the terms of the Primary

Solicitation Order. See Walsh Decl., at 6.

16. There are approximately 60 Nominees representing the

Beneficial Holders of Claims in the Voting DWSD Bond Claim Classes;

40 Nominees representing the Beneficial Holders of Class 7 Limited Tax General

Obligation Bond Claims; 50 Nominees representing the Beneficial Holders of

Class 8 Unlimited Tax General Obligation Bond Claims; and 20 Nominees

representing the Beneficial Holders of Class 9 COP Claims. Id. at 7. Pursuant to

the Primary Solicitation Order (as amended by the Fifth Amended Scheduling

Order), on or before May 12, 2014, KCC sent Solicitation Packages to the

Nominees of the Beneficial Holders of Claims in the Securities Classes with

instructions to: (a) forward the applicable Solicitation Packages to the Beneficial

Holders; (b) collect Ballots from the Beneficial Holders (the "Beneficial Ballots");

(c) prepare a master ballot (the "Master Ballot") based on the contents of the

Beneficial Ballots; and (d) return the Master Ballot to KCC by the Voting

Deadline. Id. at 8.

17. KCC provided Solicitation Packages directly to: (a) Broadridge

Financial Solutions, Inc., Mediant Communications and INVeSHARE

(collectively, the "Agents"), which entities act as agents on behalf of the Nominees

for the Beneficial Holders of Claims in the Securities Classes; or (b) the Nominees



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appearing on the listings received from DTC, for subsequent forwarding to the

underlying Beneficial Holders of Claims in the Securities Classes. Id. at 9. KCC

also provided a Master Ballot to each Nominee for their use in reporting the voting

and election instructions from the underlying Beneficial Holders. Id. In total,

KCC provided approximately 26,000 individual Solicitation Packages to the

Nominees and the Agents for forwarding to the underlying Beneficial Holders. Id.

An affidavit evidencing the mailing of the Solicitation Packages from the Agents

to the respective Beneficial Holders was filed with the Court on July 21,

2014, 2014 (Docket No. 6174).

18. Direct Solicitation of Insurers. Also pursuant to the Primary

Solicitation Order (as amended by the Fifth Amended Scheduling Order), on or

before May 12, 2014, KCC sent Solicitation Packages to the Insurers of the

securities giving rise to claims in the Securities Classes, at the addresses provided

by the Insurers, with instructions to return their Ballots directly to KCC by the

Voting Deadline. Walsh Decl. at 10.

Tabulation of Securities Classes

19. Pursuant to the Primary Solicitation Order, KCC received and

tabulated Securities Class Ballots as follows: (a) each returned Ballot and Master

Ballot was opened and inspected at KCC's offices; (b) Ballots and Master Ballots

were date-stamped and time-stamped; and (c) all Ballots and Master Ballots



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received on or before the Voting Deadline were tabulated in accordance with

(i) the Amended Tabulation Rules, (ii) the applicable Voting Rights Orders and

(iii) any applicable Other Voting Orders. Id. at 11.

20. In total, KCC received and processed 1,323 Master Ballots

representing over 3,100 Beneficial Holder accounts. Id. at 12. Of these Master

Ballots: (a) 921 were received from Nominees of Claims in Voting DWSD Bond

Claim Classes; (b) 78 were received from Nominees of Limited Tax General

Obligation Bond Claims; (c) 302 were received from Nominees of Unlimited Tax

General Obligation Bond Claims; and (d) 22 were received from Nominees of

COP Claims. Id.

21. KCC also received: (a) three Insurer Ballots directly from

Insurers of DWSD Bond Claims; (b) one Insurer Ballot directly from the Insurer

(i.e., Ambac) of Limited Tax General Obligation Bond Claims; (c) four Insurer

Ballots directly from Insurers of Unlimited Tax General Obligation Bond Claims;

and (d) three Insurer Ballots directly from Insurers of COP Claims. Id. at 13.

22. In accordance with the National Class 8 Voting Order, the

Ambac Voting Order and the relevant notices of voting rights associated therewith

(Docket Nos. 5026 and 5030, respectively), the Insurer Ballots submitted by

National and Ambac were tabulated in Class 7 and Class 8 as follows: (a) each

Insurer was deemed to have voted the entire amount of general obligation debt



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insured by such Insurer in the relevant Class of Claims; and (b) each Insurer was

deemed to have cast a discrete vote on behalf of each Beneficial Holder that

(i) held debt instruments in a series of general obligation debt insured by such

Insurer as of the applicable record date and (ii) cast a timely and valid vote with

respect to such debt. 5 Walsh Decl. at 14.

5 The total number of Beneficial Holders holding general obligation debt inClasses 7 and 8 is not known to the City, the Insurers and KCC because suchdebt is held through Nominees in street name. Walsh Decl. at 15. Assuch, although National Public Finance Guarantee Corporation ("National")and Ambac Assurance Corporation ("Ambac") have been deemed to vote theentire amount of their insured debt in Classes 7 and 8, it is not possible todetermine the precise number of Beneficial Holders holding Class 7 Claimsor Class 8 Claims to whose rights the Insurers were subrogated pursuant tothe applicable Voting Rights Orders. Id. Nevertheless, the City and KCCknow that the number of Beneficial Holders in each insured CUSIP is notless than the number of Beneficial Holders who actually cast votes on the

Plan consistent with the Primary Solicitation Order, as reflected in timelyand proper Master Ballots. Id. As such, National and Ambac have beendeemed to have voted on behalf of each Beneficial Holder that actually casta vote in Class 7 or Class 8 in the applicable insured CUSIP (which Holdersrepresent a subset of all Beneficial Holders holding Claims that National andAmbac are entitled to vote pursuant to the Voting Rights Orders). Id. Thisensures that National and Ambac are permitted to vote on behalf of theirinsured Beneficial Holders in Classes 7 and 8 consistent with the VotingRights Orders, while also ensuring that the votes of National and Ambac arenot overstated. Id. For the same reasons, Insurers submitting Insurer Ballotsvoting Claims in impaired Voting DWSD Bond Claim Classes and Class 9

pursuant to the Voting Rights Orders are likewise deemed to have voted on behalf of each Beneficial Holder that actually cast a vote in the applicableinsured CUSIP, as reflected in timely and proper Master Ballots. Id. at 16.With respect to impaired Voting DWSD Bond Claim Classes 1A-10, 1A-11,1A-126 and 1A-142, (a) no Beneficial Holder submitted a timely and properBallot and (b) KCC tabulated only the votes cast by the applicable Insurers



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23. The notice of voting rights (Docket No. 5015) filed by Assured

Guaranty Municipal Corporation ("AGMC") and Assured Guaranty Corp. ("AGC"

and, together with AGMC, "Assured") provides that "[a]s the sole voting party

with respect to the Assured UTGO Bonds, Assured should be granted a single vote

for the full allowed amount of the claims arising from the Assured UTGO Bonds."

Paragraph 2 of the Assured Voting Order provides that "Assured is the sole party

authorized to vote claims arising from the Assured UTGO Bonds, as set forth in

the Voting Notice ." (emphasis added) Pursuant to the Assured Voting Order,

AGMC and AGC each submitted a Class 8 Ballot. As such, each of AGMC and

AGC is granted only a single vote in Class 8 consistent with the Assured Voting

Order even though each party otherwise would have been entitled to vote on behalf

of each of the Beneficial Holders in CUSIPs that it insures.

24. Accordingly, consistent with the Assured Voting Order (and the

associated notice of voting rights), the Insurer Ballots submitted by AGMC and

AGC were tabulated in Class 8 as follows: (a) AGMC and AGC were deemed to

have voted the entire amount of unlimited tax general obligation debt each insured

in Class 8; and (b) each was deemed to have cast one vote in Class 8. Walsh Decl.

at 19.

(continued)

on their respective Insurer Ballots (i.e., as a single vote in each applicableClass). Id. at 17.



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25. Due to its voluminous nature, attached hereto as Exhibit B is a

summary of the voting results with respect to each of the Voting DWSD Bond

Claim Classes. The far right column of Exhibit B sets forth my belief, after

consulting with the City's legal counsel, as to whether the particular Voting DWSD

Bond Claim Class accepted or rejected the Plan under the standards of

section 1126 of the Bankruptcy Code.

26. Set forth below is a summary of the voting results with respect

to Classes 7, 8 and 9:

IMPAIREDCLASS AND DESCRIPTION

ACCEPT REJECT

VOTESCOUNTED AMOUNT

VOTESCOUNTED AMOUNT

Class 7Limited Tax GeneralObligation Bond Claims

114.20%

$395,000.000.23%

25195.80%

$174,907,359.0099.77%

Class 8

Unlimited Tax GeneralObligation Bond Claims

32287.26%

$366,178,494.0097.35%

4712.74%

$9,950,000.002.65%

Class 9COP Claims

00.00%

$0.000.00%

40100.00%

$2,357,934,201.68100.00%

27. After consulting with the City's legal counsel, I believe that the

voting results set forth above demonstrate that Class 8 has accepted the Plan and

Classes 7 and 9 have rejected the Plan under the standards of section 1126 of theBankruptcy Code. 6 To the best of my knowledge, none of the parties voting

6 It is my understanding that: (a) the City, Ambac and certain holders ofClass 7 Claims currently are negotiating the terms of a settlement



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Claims in the Securities Classes are insiders of the City, as that term is defined in

section 101(31) of the Bankruptcy Code.

28. A ballot report containing a more detailed summary of voting in

each of the Securities Classes is attached hereto as Exhibit C. A report showing

the results of the Distribution Election (for the Voting DWSD Bond Claim

Classes) and the COP Settlement Election (for Class 9), expressed as an aggregate

dollar amount of such Claims making the respective Elections, is attached hereto as

Exhibit D.

Unacceptable Ballots

29. Attached hereto as Exhibit E is a detailed report of any Ballots

that were not included in the tabulation of the Securities Classes because they did

not satisfy the requirements for a valid Ballot as set forth in the Primary

Solicitation Order for the reasons described below:

a. Late-Filed: Any Ballot received after the Voting Deadline(see Primary Solicitation Order, Exhibit 1, Rule VI);

b. Electronic Submission: Any Master Ballot submitted to KCCvia facsimile or email (see id., at Rule XIX); or

(continued)establishing the treatment of Class 7 Claims pursuant to the Plan; and(b) upon the execution of any such settlement, the settling parties intend toseek relief from the Court to allow them to change their votes rejecting thePlan (which votes are reflected in the tabulation set forth herein) toacceptances. In the event such relief is granted, KCC will file a supplementto this Declaration.



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c. Improper Submission: Any Beneficial Ballots returned directlyto KCC rather than to Nominee (see Primary Solicitation Order,at 7). 7

Classes 10, 11 and 12 (Retiree Classes)

Solicitation of Retiree Classes

30. In an effort to identify all known members of Classes 10, 11

and 12 (collectively, the "Retiree Classes"), and consistent with the Retiree

Solicitation Order, KCC relied on data provided by the City (through its Human

Resources Department), the Retiree Committee, the Retirement Systems or their

respective professionals to identify the Holders of Claims in the Retiree Classes

entitled to vote to accept or reject the Plan. Pursuant to the Retiree Solicitation

Order (as amended by the Fifth Amended Scheduling Order), on or before

May 12, 2014, 8 KCC mailed Pension/OPEB Solicitation Packages (in lieu of the

standard Solicitation Package) to all Pension and OPEB Claimants as of the

7 In addition to the language of the Primary Solicitation Order, the BeneficialBallots provided to Beneficial Holders by their respective Nominees, in theform approved by the Court, expressly instructed the Beneficial Holders tosubmit their Beneficial Ballots to such Nominees.

8 KCC mailed Pension/OPEB Solicitation Packages to a limited number of

Pension and OPEB Claimants after May 12, 2014 (but prior to the VotingDeadline) on an ad hoc basis upon (a) certain claimants contacting the City

because they had not received Ballots and (b) the City's, the RetireeCommittee's or the Retirement Systems' professionals having determined(and confirmed to KCC) such claimants' entitlement to vote on the Plan.See Certificate of Service (Docket No. 6177) at 22-24, 31-32, 35-36,38-41.



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Pension/OPEB Record Date, regardless of whether such claimants were listed on

the List of Creditors or had filed proofs of claim. 9 See Certificate of Service

(Docket No. 6177) at 13-15.

31. It is my understanding that, after the initial mailing of the

Pension/OPEB Solicitation Packages on May 12, 2014, the City determined that

there was a discrepancy between the language of the Plan, on one hand, and certain

calculations that were included in Ballots distributed to certain claimants in

Class 11, on the other, with respect to the amount of ASF Recoupment. This

discrepancy required recalculation of the ASF Recoupment amounts included in

such Ballots. On June 4, 2014, the Court entered an Order Approving the

Stipulation Regarding Certain Class 11 and Class 10 Ballots (Docket No. 5206)

(the "ASF Ballot Order"), which order, among other things, required the City to

send modified, replacement Class 11 Ballots to affected Class 11 claimants

utilizing the proper calculation of their respective ASF Recoupment. ASF Ballot

Order, at 1. Pursuant to the ASF Ballot Order, on June 5, 2014, KCC mailed

modified replacement Class 11 Ballots to approximately 3,200 individuals

9 Pursuant to paragraph 8 of the Order, Pursuant to Sections 105, 501 and 503of the Bankruptcy Code and Bankruptcy Rules 2002 and 3003(c),Establishing Bar Dates for Filing Proofs of Claim and Approving Form andManner of Notice Thereof (Docket No. 1782), holders of Pension Claimsand OPEB Claims (i.e., holders of Claims in the Retiree Classes) were notrequired to file proofs of claim in the Chapter 9 Case.



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reflecting the updated ASF Recoupment calculations. See Certificate of Service

(Docket No. 6177) at 27.

Tabulation of Retiree Classes

32. Pursuant to the Solicitation Orders, KCC received and tabulated

Class 10, 11 and 12 Ballots as follows: (a) each returned Ballot was opened and

inspected at KCC's offices; (b) Ballots were date-stamped and time-stamped when

received; and (c) all Ballots received on or before the Voting Deadline were then

tabulated in accordance with (i) the Pension/OPEB Tabulation Rules and (ii) any

applicable Other Voting Order. On June 17, 2014, counsel for the Retiree

Committee and counsel for the Retirement Systems were granted access to KCC's

El Segundo offices to oversee and inspect the tabulation process and controls and

to consult with KCC professionals regarding the same.


to the Retiree Classes:


ACCEPT REJECT

VOTESCOUNTED AMOUNT

VOTESCOUNTED AMOUNT

Class 10PFRS Pension Claims

5,82282.17%

$622,376,749.0082.10%

1,26317.83%

$135,649,351.0017.90%

Class 11GRS Pension Claims

6,24873.15%

$780,642,988.0072.94%

2,29326.85%

$289,621,544.0027.06%

Class 12OPEB Claims

9,20188.25%

$1,892,906,817.9684.62%

1,22511.75%

$344,003,106.1815.38%



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voting results set forth above demonstrate that Classes 10, 11 and 12 have accepted

the Plan under the standards of section 1126 of the Bankruptcy Code. To the best

of my knowledge, only three ballots in Class 11 and one Ballot in Class 12 were

submitted by insiders of the City, as that term is defined in section 101(31) of the

Bankruptcy Code.


each of the Retiree Classes is attached hereto as Exhibit F. Detailed ballot reports

for each of the Retiree Classes are attached hereto collectively as Exhibit G. 10

36. Approximately 138 Ballots sent to KCC via certified U.S. mail

were tracked by the United States Post Office as having been delivered to KCC on

July 11, 2014, the Voting Deadline (the "Certified Timely Ballots"). However, the

Certified Timely Ballots still were physically located at the United States Post

Office on July 11, 2014, and were not delivered to KCC until either July 14, 2014

or July 15, 2014 (i.e., the next two Business Days after the Voting Deadline). The

10 To avoid the disclosure of personally identifiable financial information,Exhibit G to this Declaration identifies the Ballots cast by Claimants within

the Retiree Classes by reference to the unique numbers assigned by KCC tothe Ballots sent to, and submitted by, such Claimants. Exhibit G does notidentify the name of any Claimant in the Retiree Classes. The City and KCCare prepared to make all information related to votes cast by Claimants in theRetiree Classes available to the Court at any time for in camera review, or toother parties in interest pursuant to an order of the Court or subject toappropriate agreements regarding the confidentiality of such information.



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-21

-

Post Office's delivery receipts for these Ballots designate them as "Delivered" on

July 11, 2014 (despite not having been delivered to KCC until July 14, 2014 or

July 15, 2014). For purposes of tabulating votes to accept or reject the Plan, KCC,

upon consultation with the City's counsel, has tabulated the Certified Timely

Ballots as having been received prior to the Voting Deadline. The results

including the Certified Timely Ballots are set forth in the chart above.

37. Of the Certified Timely Ballots, 39 were Class 10 Ballots,

59 were Class 11 Ballots and 34 were Class 12 Ballots. Set forth below is a

summary of the voting results with respect to the Retiree Classes, excluding the

Certified Timely Ballots:

EXCLUDING CERTIFIED TIMELY BALLOTS


ACCEPT REJECT

VOTES

COUNTEDAMOUNT

VOTES

COUNTEDAMOUNT

Class 10PFRS Pension Claims

5,80482.37%

$620,324,438.0082.31%

1,24217.63%

$133,314,176.0017.69%

Class 11GRS Pension Claims

6,22173.33%

$778,111,577.0073.09%

2,26226.67%

$286,549,905.0026.91%

Class 12OPEB Claims

9,17988.33%

$1,885,701,595.9684.69%

1,21311.67%

$340,963,333.1815.31%


voting results set forth above demonstrate that, even excluding the Certified

Timely Ballots, Classes 10, 11 and 12 have accepted the Plan under the standards

of section 1126 of the Bankruptcy Code.



22/370

-22

-


39. Attached hereto as Exhibit H is a detailed report of any Ballots

that were not included in the tabulation of the Retiree Classes because they did not

satisfy the requirements for a valid Ballot as set forth in the Solicitation Orders for

the reasons described below:

a. Late-Filed: Any Ballot received after the Voting Deadline(see Primary Solicitation Order, Exhibit 1, Rule VI; RetireeSolicitation Order, at 10.b);

b. Not Signed: Any Ballot that was not executed (see PrimarySolicitation Order, Exhibit 1, Rule XV; Retiree SolicitationOrder, at 10.b);

c. Improper Vote: Any Ballot that did not vote to accept the Planor reject the Plan, or that voted both to accept and to reject thePlan (see Primary Solicitation Order, Exhibit 1, Rule XI); or

d. Superseded Vote: Any Ballot with respect to which a separateBallot voting the same Claim was subsequently received by

KCC (see Primary Solicitation Order, Exhibit 1, Rule XVI).Classes 5, 13, 14 and 15 (Non-Security, Non-Retiree Classes)

Solicitation of Non-Security, Non-Retiree Classes

40. Pursuant to the Primary Solicitation Order, and in consultation

with Jones Day, KCC relied on the List of Creditors and KCC's database of the

timely proofs of claim filed in the City's Chapter 9 Case to identify the Holders of

Claims in Classes 5, 13, 14 and 15 (the "Non-Security, Non-Retiree Classes")

entitled to vote to accept or reject the Plan.



23/370

-23

-

41. Using this information, and with guidance and approval from

the City's professionals, KCC created a voting database reflecting the names of

Holders in the Non-Security, Non-Retiree Classes, addresses of such Holders,

voting amounts and classification of Claims in those Classes. Using its KCC

CaseView voting database ("KCC CaseView"), KCC generated Ballots for Holders

of Claims in the Non-Security, Non-Retiree Classes. On or before May 12, 2014,

KCC caused to be served Solicitation Packages on all known members of the

Non-Security, Non-Retiree Classes in accordance with the Primary Solicitation

Order (as amended by the Fifth Amended Scheduling Order). See Certificate of

Service (Docket No. 6177) at 12, 16-18.

Tabulation of Non-Security, Non-Retiree Classes

42. In accordance with the Primary Solicitation Order, KCC

received and tabulated Class 5, 13, 14 and 15 Ballots as follows: (a) each returned

Ballot was opened and inspected at KCC's offices; (b) Ballots were date-stamped

and time-stamped when received; and (c) all Ballots received on or before the

Voting Deadline were then entered into KCC CaseView and tabulated in

accordance with the Amended Tabulation Rules.


to the Non-Security, Non-Retiree Classes:



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-24

-


ACCEPT REJECT

VOTESCOUNTED AMOUNT

VOTESCOUNTED AMOUNT

Class 5COP Swap Claims

2100.00%

$290,000,000.00100.00%

00.00%

$0.000.00%

Class 13Downtown DevelopmentAuthority Claims

1100.00%

$33,600,000.00100.00%

00.00%

$0.000.00%

Class 14Other Unsecured Claims

9146.67%

$57,043,403.1238.89%

10453.33%

$89,629,365.0161.11%

Class 15Convenience Claims

15344.74%

$1,510,158.6942.08%

18955.26%

$2,078,651.8657.92%


voting results set forth above demonstrate that Classes 5 and 13 have accepted the

Plan and Classes 14 and 15 have rejected the Plan under the standards of

section 1126 of the Bankruptcy Code.


the Non-Security, Non-Retiree Classes is attached hereto as Exhibit I. Detailed

ballot reports for each of the Non-Security, Non-Retiree Classes are attached

hereto collectively as Exhibit J. A detailed report showing the results of the

Convenience Class Election (for Class 14) is attached hereto as Exhibit K.

46. Six of the Certified Timely Ballots were Class 14 Ballots.

Two of the six Class 14 Certified Timely Ballots were duplicative of other timely

and proper Class 14 Ballots. Set forth below is a summary of the voting results

with respect to Class 14, excluding the Certified Timely Ballots:



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-25

-

EXCLUDING CERTIFIED TIMELY BALLOTS


ACCEPT REJECT

VOTESCOUNTED

AMOUNT VOTESCOUNTED

AMOUNT

Class 14Other Unsecured Claims

9046.88%

$56,923,403.1238.85%

10253.13%

$89,599,364.0161.15%


47. Attached hereto as Exhibit L is a detailed report of any Ballots

or Claims that were not included in the tabulation of the Non-Security, Non-

Retiree Classes because they did not satisfy the requirements for a valid Ballot for

the reasons described below:

a. Late-Filed: Any Ballot received after the Voting Deadline(see Primary Solicitation Order, Exhibit 1, Rule VI);

b. Not Signed: Any Ballot that is not executed (see id.,at Rule XV);

c.

Improper Vote: Any Ballot that did not vote to accept the Planor reject the Plan, or that voted both to accept and to reject thePlan (see id., at Rule XI);

d. Subject to Disallowance Objection: Any Ballot voting Claimsthat (i) are subject to an objection filed by the City seeking todisallow such Claims or (ii) were disallowed pursuant to anorder of the Court sustaining any such objection (see id.,at Rule VII);

e.

Not Member of Class: Any Ballot relating to a claim (i) forwhich there is no timely-filed proof of claim and there is nocorresponding noncontingent, liquidated, undisputed claim held

by such claim holder set forth in the List of Creditors and(ii) not classified in the relevant Class (see id., at Rule X); or



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-26

-

f. Duplicative of Public Safety Union Claim: Any Ballot(i) voting Claims identified in proofs of claim filed by theDetroit Fire Fighters Association, the Detroit Police OfficersAssociation, the Detroit Police Lieutenants & SergeantsAssociation or the Detroit Police Command OfficersAssociation and (ii) submitted by a member of any such union(see Public Safety Union Order, at 3).



27/37013-53846-swr Doc 6179 Filed 07/21/14 Entered 07/21/14 23:26:53 Page 27 of 27


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EXHIBIT A

13-53846-swr Doc 6179-1 Filed 07/21/14 Entered 07/21/14 23:26:53 Page 1 of 10


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UNITED STATES BANKRUPTCY COURTEASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION

----------------------------------------------------- In re

CITY OF DETROIT, MICHIGAN,

Debtor.

-----------------------------------------------------

x:::::::x

Chapter 9

Case No. 13-53846

Hon. Steven W. Rhodes

DECLARATION OF PETER J. WALSH REGARDINGTHE SOLICITATION AND TABULATION OF VOTES ON, AND

THE RESULTS OF VOTING WITH RESPECT TO, FOURTH AMENDEDPLAN FOR THE ADJUSTMENT OF DEBTS OF THE CITY OF DETROIT

I, Peter J. Walsh, make this Declaration under 28 U.S.C. 1746 and

state as follows:

1. I am over 18 years of age and not a party to the

above-captioned action.

2. I am employed as a Senior Managing Consultant of Public

Securities Services with Kurtzman Carson Consultants LLC ("KCC"), the claims,

noticing and balloting agent for the above-captioned debtor, the City of Detroit,

Michigan (the "City"). I have been an employee of KCC for approximately four

years and eight months. My business address is 1290 Avenue of the Americas,

9th Floor, New York, New York 10104.



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3. I submit this Declaration (a) in connection with the tabulation

of votes for the Fourth Amended Plan for the Adjustment of Debts of the City of

Detroit, dated May 5, 2014 (Docket No. 4392) (as it has been and may be further

modified, amended or supplemented, the "Plan") and (b) in support of

the Declaration of Michael J. Paque Regarding the Solicitation and Tabulation of

Votes on, and the Results of Voting with Respect to, Fourth Amended Plan for the

Adjustment of Debts of the City of Detroit (the "Paque Declaration"). Except as

otherwise noted, I could and would testify to the following based upon my

personal knowledge.

4. Capitalized terms not otherwise defined herein have the

meanings given to them in the Paque Declaration.

5. The City retained KCC to provide, among other services,

solicitation and balloting services in this Chapter 9 Case. I am the employee of

KCC that was responsible for coordinating the solicitation, balloting and tabulation

process in this Chapter 9 Case for the Securities Classes. This Declaration sets

forth the actions taken by employees of KCC in its capacity as Balloting Agent in

this Chapter 9 Case with respect to the solicitation and tabulation of votes in the

Securities Classes.



31/370


32/370


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securities giving rise to claims in the Securities Classes, at the addresses provided

by the Insurers, with instructions to return their Ballots directly to KCC by the

Voting Deadline.

Tabulation of Securities Classes

11. Pursuant to the Primary Solicitation Order, KCC received and

tabulated Securities Class Ballots as follows: (a) each returned Ballot and Master

Ballot was opened and inspected at KCC's offices; (b) Ballots and Master Ballots

were date-stamped and time-stamped; and (c) all Ballots and Master Ballots

received on or before the Voting Deadline were tabulated in accordance with

(i) the Amended Tabulation Rules, (ii) the applicable Voting Rights Orders and

(iii) any applicable Other Voting Orders.

12. In total, KCC received and processed 1,323 Master Ballots

representing over 3,100 Beneficial Holder accounts. Of these Master Ballots:

(a) 92 were received from Nominees of Claims in Voting DWSD Bond Claim

Classes; (b) 78 were received from Nominees of Limited Tax General Obligation

Bond Claims; (c) 302 were received from Nominees of Unlimited Tax General

Obligation Bond Claims; and (d) 22 were received from Nominees of COP Claims.

13. KCC also received: (a) three Insurer Ballots directly from

Insurers of DWSD Bond Claims; (b) one Insurer Ballot directly from the Insurer of

Limited Tax General Obligation Bond Claims (i.e., Ambac); (c) four Insurer



34/370

Ballots directly from Insurers of Unlimited Tax General Obligation Bond Claims;

and (d) three Insurer Ballots directly from Insurers of COP Claims.

14. In accordance with the National Class 8 Voting Order and the

Ambac Voting Order (and the relevant notices of voting rights associated therewith

(Docket Nos. 5026 and 5030, respectively)), the Insurer Ballots submitted by

National and Ambac were tabulated in Class 7 and Class 8 as follows: (a) each

Insurer was deemed to have voted the entire amount of general obligation debt

insured by such Insurer in the relevant Class of Claims; and (b) each Insurer was

deemed to have cast a discrete vote on behalf of each Beneficial Holder that

(i) held debt instruments in a series of general obligation debt insured by such

Insurer as of the applicable record date and (ii) cast a timely and valid vote with

respect to such debt.

15. The total number of Beneficial Holders holding general

obligation debt in Classes 7 and 8 is not known to the City, the Insurers and KCC

because such debt is held through Nominees in street name. As such, although

National and Ambac have been deemed to vote the entire amount of their insured

debt in Classes 7 and 8, it is not possible to determine the precise number of

Beneficial Holders holding Class 7 Claims or Class 8 Claims to whose rights the

Insurers were subrogated pursuant to the applicable Voting Rights Orders.

Nevertheless, the City and KCC know that the number of Beneficial Holders in



35/370

each insured CUSIP is not less than the number of Beneficial Holders who actually

cast votes on the Plan consistent with the Primary Solicitation Order, as reflected

in timely and proper Master Ballots. As such, National and Ambac have been

deemed to have voted on behalf of each Beneficial Holder that actually cast a vote

in Class 7 or Class 8 in the applicable insured CUSIP (which Holders represent a

subset of all Beneficial Holders holding Claims that National and Ambac are

entitled to vote pursuant to the Voting Rights Orders). This ensures that National

and Ambac are permitted to vote on behalf of their insured Beneficial Holders in

Classes 7 and 8 consistent with the Voting Rights Orders, while also ensuring that

the votes of National and Ambac are not overstated.

16. For the same reasons, Insurers submitting Insurer Ballots voting

Claims in impaired Voting DWSD Bond Claim Classes and Class 9 pursuant to the

Voting Rights Orders are likewise deemed to have voted on behalf of each

Beneficial Holder that actually cast a vote in the applicable insured CUSIP, as

reflected in timely and proper Master Ballots.

17. With respect to impaired Voting DWSD Bond Claim

Classes 1A-10, 1A-11, 1A-126 and 1A-142, (a) no Beneficial Holder submitted a

timely and proper Ballot and (b) KCC tabulated only the votes cast by the

applicable Insurers on their respective Insurer Ballots (i.e., as a single vote in each

applicable Class).



36/370

18. The notice of voting rights (Docket No. 5015) filed by Assured

Guaranty Municipal Corporation ("AGMC") and Assured Guaranty Corp. ("AGC"

and, together with AGMC, "Assured") provides that "[a]s the sole voting party

with respect to the Assured UTGO Bonds, Assured should be granted a single vote

for the full allowed amount of the claims arising from the Assured UTGO Bonds."

Paragraph 2 of the Assured Voting Order provides that "Assured is the sole party

authorized to vote claims arising from the Assured UTGO Bonds, as set forth in

the Voting Notice ." (emphasis added) Pursuant to the Assured Voting Order,

AGMC and AGC each submitted a Class 8 Ballot. As such, each of AGMC and

AGC is granted only a single vote in Class 8 consistent with the Assured Voting

Order even though each party otherwise would have been entitled to vote on behalf

of each of the Beneficial Holders in CUSIPs that it insures.

19. Accordingly, consistent with the Assured Voting Order (and the

associated notice of voting rights), the Insurer Ballots submitted by AGMC and

AGC were tabulated in Class 8 as follows: (a) AGMC and AGC were deemed to

have voted the entire amount of unlimited tax general obligation debt each insured

in Class 8; and (b) each was deemed to have cast one vote in Class 8.



37/37013-53846-swr Doc 6179-1 Filed 07/21/14 Entered 07/21/14 23:26:53 Page 10 of 10


38/370

EXHIBIT B



39/370

1 $16,138,246.24 0 $0.00100.00% 100.00% 0.00% 0.00%

1 $17,834,528.80 0 $0.00100.00% 100.00% 0.00% 0.00%

1 $19,705,513.17 0 $0.00100.00% 100.00% 0.00% 0.00%

5 $21,740,473.92 0 $0.00100.00% 100.00% 0.00% 0.00%

31 $23,940,435.91 0 $0.00100.00% 100.00% 0.00% 0.00%

33 $26,328,936.93 0 $0.00100.00% 100.00% 0.00% 0.00%

42 $28,923,639,60 0 $0.00100.00% 100.00% 0.00% 0.00%

33 $31,709,506.03 0 $0.00100.00% 100.00% 0.00% 0.00%43 $34,904,302.02 0 $0.00

100.00% 100.00% 0.00% 0.00%8 $7,230,110.71 0 $0.00

100.00% 100.00% 0.00% 0.00%0 $0.00 10 $2,585,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 6 $29,410,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 13 $23,920,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 3 $4,710,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 3 $4,955,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 7 $5,215,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 34 $5,490,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 15 $5,780,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $6,085,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 30 $6,400,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 24 $6,735,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 30 $10,000,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 10 $13,925,000.00

0.00% 0.00% 100.00% 100.00%

ACCEPT REJECT 11 U.S.C. 1126Standard: Accept

or RejectVOTES

COUNTEDAMOUNT

Class 1A-10 ACCEPT

AMOUNTVOTES

COUNTED

IMPAIRED CLASS ANDDESCRIPTION

Class 1A-14 ACCEPT

Class 1A-15 ACCEPT

Class 1A-16 ACCEPT

Class 1A-11 ACCEPT

Class 1A-12 ACCEPT

Class 1A-13 ACCEPT

Class 1A-44 REJECT

Class 1A-45 REJECT

Class 1A-46 REJECT

Class 1A-17 ACCEPT

Class 1A-18 ACCEPT

Class 1A-19 ACCEPT

Class 1A-53 REJECT

Class 1A-54 REJECT

Class 1A-55 REJECT

Class 1A-50 REJECT

Class 1A-51 REJECT

Class 1A-52 REJECT

Class 1A-63 REJECT

Class 1A-56 REJECT

Class 1A-57 REJECT

Class 1A-61 REJECT

Page 1 of 7



40/370


or RejectVOTES

COUNTEDAMOUNT AMOUNT

VOTESCOUNTED


0 $0.00 30 $14,940,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 15 $15,810,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 3 $16,665,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 3 $16,085,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 14 $16,935,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 2 $6,280,000.000.00% 0.00% 100.00% 100.00%

6 $3,013,530.72 0 $0.00100.00% 100.00% 0.00% 0.00%

11 $3,289,633.77 0 $0.00100.00% 100.00% 0.00% 0.00%2 $3,584,499.45 0 $0.00

100.00% 100.00% 0.00% 0.00%1 $4,030,767.90 0 $0.00

100.00% 100.00% 0.00% 0.00%8 $4,363,646.22 0 $0.00

100.00% 100.00% 0.00% 0.00%3 $4,709,724.54 0 $0.00

100.00% 100.00% 0.00% 0.00%3 $5,076,765.50 0 $0.00

100.00% 100.00% 0.00% 0.00%5 $5,610,271.59 0 $0.00

100.00% 100.00% 0.00% 0.00%11 $6,018,350.19 0 $0.00

100.00% 100.00% 0.00% 0.00%2 $6,612,481.56 0 $0.00

100.00% 100.00% 0.00% 0.00%15 $7,054,660.15 0 $0.00

100.00% 100.00% 0.00% 0.00%50 $123,766,575.18 0 $0.00

100.00% 100.00% 0.00% 0.00%0 $0.00 16 $8,030,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $8,430,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 14 $8,855,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $9,295,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 2 $9,760,000.00

0.00% 0.00% 100.00% 100.00%

Class 1A-65 REJECT

Class 1A-66 REJECT

Class 1A-70 REJECT

Class 1A-100 ACCEPT

Class 1A-101 ACCEPT

Class 1A-67 REJECT

Class 1A-68 REJECT

Class 1A-69 REJECT

Class 1A-105 ACCEPT

Class 1A-106 ACCEPT

Class 1A-107 ACCEPT

Class 1A-102 ACCEPT

Class 1A-103 ACCEPT

Class 1A-104 ACCEPT

Class 1A-112 ACCEPT

Class 1A-125 REJECT

Class 1A-126 REJECT

Class 1A-108 ACCEPT

Class 1A-109 ACCEPT

Class 1A-110 ACCEPT

Class 1A-127 REJECT

Class 1A-128 REJECT

Class 1A-129 REJECT

Page 2 of 7



41/370


or RejectVOTES


VOTESCOUNTED


0 $0.00 2 $10,250,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 31 $10,760,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 23 $11,300,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 2 $11,865,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 40 $12,460,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 25 $13,080,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 1 $100,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 5 $400,000.000.00% 0.00% 100.00% 100.00%0 $0.00 28 $56,600,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 81 $62,100,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 19 $3,795,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 21 $4,010,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 4 $4,765,000.000 0.00% 100.00% 100.00%0 $0.00 19 $5,860,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 83 $14,880,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 5 $2,650,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 15 $3,200,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 32 $20,135,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 7 $27,425,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 19 $9,955,000.00

0.00% 0.00% 100.00% 100.00%2 $1,495,000.00 3 $1,950,000.00

40.00% 43.40% 60.00% 56.60%2 $1,250,000.00 2 $2,595,000.00

50.00% 32.51% 50.00% 67.49%0 $0.00.00 2 $4,000,000.00

0% 0% 100.00% 100.00%

Class 1A-130 REJECT

Class 1A-131 REJECT

Class 1A-132 REJECT

Class 1A-142 REJECT

Class 1A-143 REJECT

Class 1A-144 REJECT

Class 1A-133 REJECT

Class 1A-134 REJECT

Class 1A-135 REJECT

Class 1A-150 REJECT

Class 1A-151 REJECT

Class 1A-152 REJECT

Class 1A-145 REJECT

Class 1A-148 REJECT

Class 1A-149 REJECT

Class 1A-163 REJECT

Class 1A-164 REJECT

Class 1A-169 REJECT

Class 1A-160 REJECT

Class 1A-161 REJECT

Class 1A-162 REJECT

Class 1A-170 REJECT

Class 1A-171 REJECT

Page 3 of 7



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or RejectVOTES


VOTESCOUNTED


2 $150,000.00 4 $1,420,000.0033.33% 9.55% 66.67% 90.45%

2 $1,920,000.00 5 $175,000.0028.57% 91.65% 71.43% 8.35%

1 $4,215,000.00 0 $0.00100.00% 100.00% 0% 0%

1 $4,195,000.00 0 $0.00100.00% 100.00% 0% 0%

1 $4,170,000.00 0 $0.00100.00% 100.00% 0% 0%

1 $4,140,000.00 0 $0.00100.00% 100.00% 0% 0%

1 $4,085,000.00 0 $0.00100.00% 100.00% 0% 0%

1 $4,020,000.00 0 $0.00100.00% 100.00% 0% 0%0 $0.00 3 $3,895,000.00

0.00% 0.00% 100.00% 100.00%1 $25,000.00 7 $14,410,000.00

12.50% 0.17% 87.50% 99.83%1 $3,500,000.00 10 $45,740,000.00

9.09% 7.11% 90.91% 92.89%7 $2,190,000.00 5 $70,000.00

58.33% 96.90% 41.67% 3.10%140 $7,225,000.00 2 $240,000.00

98.59% 96.78% 1.41% 3.22%1 $1,000,000.00 1 $1,610,000.00

50.00% 38.31% 50.00% 61.69%1 $7,950,000.00 1 $2,000,000.00

50.00% 79.90% 50.00% 20.10%0 $0.00 2 $104,900,000.00

0.00% 0.00% 100.00% 100.00%3 $280,000.00 28 $8,990,000.00

9.68% 3.02% 90.32% 96.98%2 $11,615,000.00 0 $0.00

100.00% 100.00% 0.00% 0.00%0 $0.00 1 $5,000,000.00

0% 0% 100.00% 100.00%0 $0.00 8 $3,540,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 15 $3,660,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 9 $3,885,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 8 $4,095,000.00

0.00% 0.00% 100.00% 100.00%

Class 1A-173 REJECT

Class 1A-174 ACCEPT

Class 1A-175 ACCEPT

Class 1A-172 REJECT

Class 1A-179 ACCEPT

Class 1A-180 REJECT

Class 1A-181 REJECT

Class 1A-176 ACCEPT

Class 1A-177 ACCEPT

Class 1A-178 ACCEPT

Class 1A-188 REJECT

Class 1A-189 REJECT

Class 1A-190 REJECT

Class 1A-183 REJECT

Class 1A-186 ACCEPT

Class 1A-187 ACCEPT

Class 1A-198 REJECT

Class 1A-199 REJECT

Class 1A-200 REJECT

Class 1A-191 REJECT

Class 1A-192 ACCEPT

Class 1A-193 REJECT

Class 1A-201 REJECT

Page 4 of 7



43/370


or RejectVOTES


VOTESCOUNTED


0 $0.00 3 $7,415,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 1 $7,745,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 15 $12,585,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 48 $13.350.000.000.00% 0.00% 100.00% 100.00%

0 $0.00 12 $3.445.000.000.00% 0.00% 100.00% 100.00%

0 $0.00 4 $3.575.000.000.00% 0.00% 100.00% 100.00%

0 $0.00 1 $3,895,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 3 $4,015,000.000.00% 0.00% 100.00% 100.00%0 $0.00 2 $7,330,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 20 $7,665,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 9 $12,600,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 44 $13,265,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 7 $8,174,016.00

0.00% 0.00% 100.00% 100.00%0 $0.00 33 $7,597,422.00

0.00% 0.00% 100.00% 100.00%0 $0.00 16 $7,155,785.00

0.00% 0.00% 100.00% 100.00%0 $0.00 18 $6,762,707.00

0.00% 0.00% 100.00% 100.00%0 $0.00 25 $6,048,715.00

0.00% 0.00% 100.00% 100.00%0 $0.00 8 $6,628,298.00

0.00% 0.00% 100.00% 100.00%0 $0.00 60 $110,550,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 2 $625,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $655,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 6 $690,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $720,000.00

0.00% 0.00% 100.00% 100.00%

Class 1A-204 REJECT

Class 1A-205 REJECT

Class 1A-208 REJECT

Class 1A-202 REJECT

Class 1A-203 REJECT

Class 1A-212 REJECT

Class 1A-213 REJECT

Class 1A-214 REJECT

Class 1A-209 REJECT

Class 1A-210 REJECT

Class 1A-211 REJECT

Class 1A-220 REJECT

Class 1A-221 REJECT

Class 1A-222 REJECT

Class 1A-215 REJECT

Class 1A-218 REJECT

Class 1A-219 REJECT

Class 1A-228 REJECT

Class 1A-229 REJECT

Class 1A-230 REJECT

Class 1A-223 REJECT

Class 1A-224 REJECT

Class 1A-227 REJECT

Page 5 of 7



44/370


or RejectVOTES


VOTESCOUNTED


0 $0.00 42 $110,510,000.000.00% 0.00% 100.00% 100.00%

1 $475,000.00 12 $36,925,000.007.69% 1.27% 92.31% 98.73%

0 $0.00 49 $21,600,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 72 $93,540,000.000.00% 0.00% 100.00% 100.00%

64 $263,345,468.21 0 $0.00100.00% 100.00% 0.00% 0.00%

0 $0.00 1 $12,535,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 26 $13,215,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 3 $13,950,000.000.00% 0.00% 100.00% 100.00%0 $0.00 54 $150,000,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 20 $14,830,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 40 $15,605,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 10 $5,525,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $5,545,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 7 $5,835,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 16 $6,145,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 1 $10,420,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 15 $10,990,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 9 $1,430,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 2 $1,505,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 10 $1,590,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 12 $8,495,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 27 $8,915,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 4 $9,150,000.00

0.00% 0.00% 100.00% 100.00%

Class 1A-241 REJECT

Class 1A-243 ACCEPT

Class 1A-263 REJECT

Class 1A-231 REJECT

Class 1A-232 REJECT

Class 1A-240 REJECT

Class 1A-272 REJECT

Class 1A-273 REJECT

Class 1A-274 REJECT

Class 1A-265 REJECT

Class 1A-266 REJECT

Class 1A-270 REJECT

Class 1A-295 REJECT

Class 1A-296 REJECT

Class 1A-309 REJECT

Class 1A-275 REJECT

Class 1A-276 REJECT

Class 1A-277 REJECT

Class 1A-318 REJECT

Class 1A-319 REJECT

Class 1A-310 REJECT

Class 1A-311 REJECT

Class 1A-317 REJECT

Page 6 of 7



45/370


or RejectVOTES


VOTESCOUNTED


0 $0.00 6 $8,880,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 6 $9,750,000.000.00% 0.00% 100.00% 100.00%

0 $0.00 4 $6,430,000.000% 0% 100.00% 100.00%5 $6,000,000.00 1 $13,930,000.00

83.33% 30.11% 16.67% 69.89%3 $5,005,000.00 4 $8,795,000.00

42.86% 36.27% 57.14% 63.73%0 $0.00 7 $9,380,000.00

0.00% 0.00% 100.00% 100.00%2 $65,000.00 5 $9,275,000.00

28.57% 0.70% 71.43% 99.30%

3 $535,000.00 12 $21,090,000.0020.00% 2.47% 80.00% 97.53%0 $0.00 8 $13,170,000.00

0.00% 0.00% 100.00% 100.00%0 $0.00 6 $9,890,000.00

0.00% 0.00% 100.00% 100.00%4 $5,000,000.00 39 $107,815,000.00

9.30% 4.43% 90.70% 95.57%1 $500,000.00 7 $21,080,000.00

12.50% 2.32% 87.50% 97.68%1 $75.000.00 1 $31,990,000.00

50.00% 0.23% 50.00% 99.77%

Class 1A-321 REJECT

Class 1A-328 REJECT

Class 1A-329 REJECT

Class 1A-330 REJECT

Class 1A-322 REJECT

Class 1A-326 REJECT

Class 1A-327 REJECT

Class 1A-334 REJECT

Class 1A-336 REJECT

Class 1A-337 REJECT

Class 1A-331 REJECT

Class 1A-332 REJECT

Class 1A-333 REJECT

Page 7 of 7



46/370


47/370

CITY OF DETROITEXHIBIT C

Voting Summary Details

Page 1 of 5

ClassName Class CUSIP Insurer

MembersVoted

MembersAccepted

MembersRejected

%MembersAccepted

%MembersRejected

Total $Voted

$Accepted

$Rejected

%Amount

Accepted

SD Bond Claims 1A-10 251255 6Z 3 FGIC 1 1 0 100.00% 0.00% $16,138,246.24 $16,138,246.24 $0.00 100.00% 0.00SD Bond Claims 1A-11 251255 7A 7 FGIC 1 1 0 100.00% 0.00% $17,834,528.80 $17,834,528.80 $0.00 100.00% 0.00SD Bond Claims 1A-12 251255 7B 5 FGIC 1 1 0 100.00% 0.00% $19,705,513.17 $19,705,513.17 $0.00 100.00% 0.00SD Bond Claims 1A-13 251255 7C 3 FGIC 5 5 0 100.00% 0.00% $21,740,473.92 $21,740,473.92 $0.00 100.00% 0.00SD Bond Claims 1A-14 251255 7D 1 FGIC 31 31 0 100.00% 0.00% $23,940,435.91 $23,940,435.91 $0.00 100.00% 0.00SD Bond Claims 1A-15 251255 7E 9 FGIC 33 33 0 100.00% 0.00% $26,328,936.93 $26,328,936.93 $0.00 100.00% 0.00SD Bond Claims 1A-16 251255 7F 6 FGIC 42 42 0 100.00% 0.00% $28,923,639.60 $28,923,639.60 $0.00 100.00% 0.00SD Bond Claims 1A-17 251255 7G 4 FGIC 33 33 0 100.00% 0.00% $31,709,506.03 $31,709,506.03 $0.00 100.00% 0.00SD Bond Claims 1A-18 251255 7H 2 FGIC 43 43 0 100.00% 0.00% $34,904,302.02 $34,904,302.02 $0.00 100.00% 0.00SD Bond Claims 1A-19 251255 7J 8 FGIC 8 8 0 100.00% 0.00% $7,230,110.71 $7,230,110.71 $0.00 100.00% 0.00SD Bond Claims 1A-44 251255 2Y 0 NATIONAL PUBLIC FINANCE 10 0 10 0.00% 100.00% $2,585,000.00 $0.00 $2,585,000.00 0.00% 100.00SD Bond Claims 1A-45 251255 2Z 7 NATIONAL PUBLIC FINANCE 6 0 6 0.00% 100.00% $29,410,000.00 $0.00 $29,410,000.00 0.00% 100.00SD Bond Claims 1A-46 251255 3A 1 NATIONAL PUBLIC FINANCE 13 0 13 0.00% 100.00% $23,920,000.00 $0.00 $23,920,000.00 0.00% 100.00SD Bond Claims 1A-50 251255 3J 2 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $4,710,000.00 $0.00 $4,710,000.00 0.00% 100.00SD Bond Claims 1A-51 251255 3K 9 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $4,955,000.00 $0.00 $4,955,000.00 0.00% 100.00

SD Bond Claims 1A-52 251255 3L 7 NATIONAL PUBLIC FINANCE 7 0 7 0.00% 100.00% $5,215,000.00 $0.00 $5,215,000.00 0.00% 100.00SD Bond Claims 1A-53 251255 3M 5 NATIONAL PUBLIC FINANCE 34 0 34 0.00% 100.00% $5,490,000.00 $0.00 $5,490,000.00 0.00% 100.00SD Bond Claims 1A-54 251255 3N 3 NATIONAL PUBLIC FINANCE 15 0 15 0.00% 100.00% $5,780,000.00 $0.00 $5,780,000.00 0.00% 100.00SD Bond Claims 1A-55 251255 3P 8 NATIONAL PUBLIC FINANCE 1 0 1 0.00% 100.00% $6,085,000.00 $0.00 $6,085,000.00 0.00% 100.00SD Bond Claims 1A-56 251255 3Q 6 NATIONAL PUBLIC FINANCE 30 0 30 0.00% 100.00% $6,400,000.00 $0.00 $6,400,000.00 0.00% 100.00SD Bond Claims 1A-57 251255 3R 4 NATIONAL PUBLIC FINANCE 24 0 24 0.00% 100.00% $6,735,000.00 $0.00 $6,735,000.00 0.00% 100.00SD Bond Claims 1A-61 251255 4C 6 NATIONAL PUBLIC FINANCE 30 0 30 0.00% 100.00% $10,000,000.00 $0.00 $10,000,000.00 0.00% 100.00SD Bond Claims 1A-63 251255 4E 2 NATIONAL PUBLIC FINANCE 10 0 10 0.00% 100.00% $13,925,000.00 $0.00 $13,925,000.00 0.00% 100.00SD Bond Claims 1A-65 251255 4G 7 NATIONAL PUBLIC FINANCE 30 0 30 0.00% 100.00% $14,940,000.00 $0.00 $14,940,000.00 0.00% 100.00SD Bond Claims 1A-66 251255 4H 5 NATIONAL PUBLIC FINANCE 15 0 15 0.00% 100.00% $15,810,000.00 $0.00 $15,810,000.00 0.00% 100.00SD Bond Claims 1A-67 251255 4J 1 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $16,665,000.00 $0.00 $16,665,000.00 0.00% 100.00SD Bond Claims 1A-68 251255 4K 8 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $16,085,000.00 $0.00 $16,085,000.00 0.00% 100.00SD Bond Claims 1A-69 251255 4L 6 NATIONAL PUBLIC FINANCE 14 0 14 0.00% 100.00% $16,935,000.00 $0.00 $16,935,000.00 0.00% 100.00SD Bond Claims 1A-70 251255 4M 4 NATIONAL PUBLIC FINANCE 2 0 2 0.00% 100.00% $6,280,000.00 $0.00 $6,280,000.00 0.00% 100.00SD Bond Claims 1A-100 251255 7V 1 FGIC 6 6 0 100.00% 0.00% $3,013,530.72 $3,013,530.72 $0.00 100.00% 0.00SD Bond Claims 1A-101 251255 7W 9 FGIC 11 11 0 100.00% 0.00% $3,289,633.77 $3,289,633.77 $0.00 100.00% 0.00SD Bond Claims 1A-102 251255 7X 7 FGIC 2 2 0 100.00% 0.00% $3,584,499.45 $3,584,499.45 $0.00 100.00% 0.00SD Bond Claims 1A-103 251255 7Y 5 FGIC 1 1 0 100.00% 0.00% $4,030,767.90 $4,030,767.90 $0.00 100.00% 0.00SD Bond Claims 1A-104 251255 7Z 2 FGIC 8 8 0 100.00% 0.00% $4,363,646.22 $4,363,646.22 $0.00 100.00% 0.00SD Bond Claims 1A-105 251255 8A 6 FGIC 3 3 0 100.00% 0.00% $4,709,724.54 $4,709,724.54 $0.00 100.00% 0.00SD Bond Claims 1A-106 251255 8B 4 FGIC 3 3 0 100.00% 0.00% $5,076,765.50 $5,076,765.50 $0.00 100.00% 0.00SD Bond Claims 1A-107 251255 8C 2 FGIC 5 5 0 100.00% 0.00% $5,610,271.59 $5,610,271.59 $0.00 100.00% 0.00SD Bond Claims 1A-108 251255 8D 0 FGIC 11 11 0 100.00% 0.00% $6,018,350.19 $6,018,350.19 $0.00 100.00% 0.00SD Bond Claims 1A-109 251255 8E 8 FGIC 2 2 0 100.00% 0.00% $6,612,481.56 $6,612,481.56 $0.00 100.00% 0.00SD Bond Claims 1A-110 251255 8F 5 FGIC 15 15 0 100.00% 0.00% $7,054,660.15 $7,054,660.15 $0.00 100.00% 0.00SD Bond Claims 1A-112 251255 8H 1 FGIC 50 50 0 100.00% 0.00% $123,766,575.18 $123,766,575.18 $0.00 100.00% 0.00SD Bond Claims 1A-125 251255 V5 1 ASSURED 16 0 16 0.00% 100.00% $8,030,000.00 $0.00 $8,030,000.00 0.00% 100.00SD Bond Claims 1A-126 251255 V6 9 ASSURED 1 0 1 0.00% 100.00% $8,430,000.00 $0.00 $8,430,000.00 0.00% 1 00.00SD Bond Claims 1A-127 251255 V7 7 ASSURED 14 0 14 0.00% 100.00% $8,855,000.00 $0.00 $8,855,000.00 0.00% 100.00SD Bond Claims 1A-128 251255 V8 5 ASSURED 1 0 1 0.00% 100.00% $9,295,000.00 $0.00 $9,295,000.00 0.00% 1 00.00SD Bond Claims 1A-129 251255 V9 3 ASSURED 2 0 2 0.00% 100.00% $9,760,000.00 $0.00 $9,760,000.00 0.00% 1 00.00SD Bond Claims 1A-130 251255 W2 7 ASSURED 2 0 2 0.00% 100.00% $10,250,000.00 $0.00 $10,250,000.00 0.00% 100.00SD Bond Claims 1A-131 251255 W3 5 ASSURED 31 0 31 0.00% 100.00% $10,760,000.00 $0.00 $10,760,000.00 0.00% 100.00SD Bond Claims 1A-132 251255 W4 3 ASSURED 23 0 23 0.00% 100.00% $11,300,000.00 $0.00 $11,300,000.00 0.00% 100.00SD Bond Claims 1A-133 251255 W5 0 ASSURED 2 0 2 0.00% 100.00% $11,865,000.00 $0.00 $11,865,000.00 0.00% 100.00SD Bond Claims 1A-134 251255 W6 8 ASSURED 40 0 40 0.00% 100.00% $12,460,000.00 $0.00 $12,460,000.00 0.00% 100.00SD Bond Claims 1A-135 251255 W7 6 ASSURED 25 0 25 0.00% 100.00% $13,080,000.00 $0.00 $13,080,000.00 0.00% 100.00SD Bond Claims 1A-142 251256 AM 5 ASSURED 1 0 1 0.00% 100.00% $100,000.00 $0.00 $100,000.00 0.00% 100.0SD Bond Claims 1A-143 251256 AN 3 ASSURED 5 0 5 0.00% 100.00% $400,000.00 $0.00 $400,000.00 0.00% 100.00SD Bond Claims 1A-144 251256 AP 8 ASSURED 28 0 28 0.00% 100.00% $56,600,000.00 $0.00 $56,600,000.00 0.00% 100.00%SD Bond Claims 1A-145 251256 AQ 6 ASSURED 81 0 81 0.00% 100.00% $62,100,000.00 $0.00 $62,100,000.00 0.00% 100.00SD Bond Claims 1A-148 251255 Y2 5 ASSURED 19 0 19 0.00% 100.00% $3,795,000.00 $0.00 $3,795,000.00 0.00% 100.00SD Bond Claims 1A-149 251255 Y3 3 ASSURED 21 0 21 0.00% 100.00% $4,010,000.00 $0.00 $4,010,000.00 0.00% 100.00SD Bond Claims 1A-150 251255 Y4 1 ASSURED 4 0 4 0.00% 100.00% $4,765,000.00 $0.00 $4,765,000.00 0.00% 1 00.00SD Bond Claims 1A-151 251255 Y5 8 ASSURED 19 0 19 0.00% 100.00% $5,860,000.00 $0.00 $5,860,000.00 0.00% 100.00SD Bond Claims 1A-152 251255 Y6 6 ASSURED 83 0 83 0.00% 100.00% $14,880,000.00 $0.00 $14,880,000.00 0.00% 100.00SD Bond Claims 1A-160 251255 2D 6 ASSURED 5 0 5 0.00% 100.00% $2,650,000.00 $0.00 $2,650,000.00 0.00% 1 00.00SD Bond Claims 1A-161 251255 2E 4 ASSURED 15 0 15 0.00% 100.00% $3,200,000.00 $0.00 $3,200,000.00 0.00% 100.00SD Bond Claims 1A-162 251255 2F 1 ASSURED 32 0 32 0.00% 100.00% $20,135,000.00 $0.00 $20,135,000.00 0.00% 100.00%SD Bond Claims 1A-163 251255 2G 9 ASSURED 7 0 7 0.00% 100.00% $27,425,000.00 $0.00 $27,425,000.00 0.00% 100.00SD Bond Claims 1A-164 251255 2H 7 ASSURED 19 0 19 0.00% 100.00% $9,955,000.00 $0.00 $9,955,000.00 0.00% 100.00SD Bond Claims 1A-169 251256 BC 6 5 2 3 40.00% 60.00% $3,445,000.00 $1,495,000.00 $1,950,000.00 43.40% 56.60SD Bond Claims 1A-170 251256 BD 4 4 2 2 50.00% 50.00% $3,845,000.00 $1,250,000.00 $2,595,000.00 32.51% 67.4SD Bond Claims 1A-171 251256 BE 2 2 0 2 0.00% 100.00% $4,000,000.00 $0.00 $4,000,000.00 0.00% 100.0



48/370



Page 2 of 5


MembersVoted

MembersAccepted

MembersRejected

%MembersAccepted

%MembersRejected

Total $Voted

$Accepted

$Rejected

%Amount

Accepted

SD Bond Claims 1A-172 251256 BF 9 6 2 4 33.33% 66.67% $1,570,000.00 $150,000.00 $1,420,000.00 9.55% 90.45SD Bond Claims 1A-173 251256 BG 7 7 2 5 28.57% 71.43% $2,095,000.00 $1,920,000.00 $175,000.00 91.65% 8.35SD Bond Claims 1A-174 251256 BH 5 1 1 0 100.00% 0.00% $4,215,000.00 $4,215,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-175 251256 BJ 1 1 1 0 100.00% 0.00% $4,195,000.00 $4,195,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-176 251256 BK 8 1 1 0 100.00% 0.00% $4,170,000.00 $4,170,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-177 251256 BL 6 1 1 0 100.00% 0.00% $4,140,000.00 $4,140,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-178 251256 BM 4 1 1 0 100.00% 0.00% $4,085,000.00 $4,085,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-179 251256 BN 2 1 1 0 100.00% 0.00% $4,020,000.00 $4,020,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-180 251256 BP 7 3 0 3 0.00% 100.00% $3,895,000.00 $0.00 $3,895,000.00 0.00% 100.0SD Bond Claims 1A-181 251256 BQ 5 8 1 7 12.50% 87.50% $14,435,000.00 $25,000.00 $14,410,000.00 0.17% 99.83SD Bond Claims 1A-183 251256 BT 9 11 1 10 9.09% 90.91% $49,240,000.00 $3,500,000.00 $45,740,000.00 7.11% 92.89SD Bond Claims 1A-186 251256 AW 3 12 7 5 58.33% 41.67% $2,260,000.00 $2,190,000.00 $70,000.00 96.90% 3.10SD Bond Claims 1A-187 251256 AX 1 142 140 2 98.59% 1.41% $7,465,000.00 $7,225,000.00 $240,000.00 96.78% 3.22SD Bond Claims 1A-188 251256 BV 4 2 1 1 50.00% 50.00% $2,610,000.00 $1,000,000.00 $1,610,000.00 38.31% 61.69SD Bond Claims 1A-189 251256 BW 2 2 1 1 50.00% 50.00% $9,950,000.00 $7,950,000.00 $2,000,000.00 79.90% 20.10

SD Bond Claims 1A-190 251256 BX 0 2 0 2 0.00% 100.00% $10,490,000.00 $0.00 $10,490,000.00 0.00% 100.0SD Bond Claims 1A-191 251256 BY 8 31 3 28 9.68% 90.32% $9,270,000.00 $280,000.00 $8,990,000.00 3.02% 96.98SD Bond Claims 1A-192 251256 BZ 5 2 2 0 100.00% 0.00% $11,615,000.00 $11,615,000.00 $0.00 100.00% 0.0SD Bond Claims 1A-193 251256 CA 9 1 0 1 0.00% 100.00% $5,000,000.00 $0.00 $5,000,000.00 0.00% 100.0SD Bond Claims 1A-198 251237 T2 9 NATIONAL PUBLIC FINANCE 8 0 8 0.00% 100.00% $3,540,000.00 $0.00 $3,540,000.00 0.00% 100.00SD Bond Claims 1A-199 251237 T3 7 NATIONAL PUBLIC FINANCE 15 0 15 0.00% 100.00% $3,660,000.00 $0.00 $3,660,000.00 0.00% 100.00SD Bond Claims 1A-200 251237 T4 5 NATIONAL PUBLIC FINANCE 9 0 9 0.00% 100.00% $3,885,000.00 $0.00 $3,885,000.00 0.00% 100.00SD Bond Claims 1A-201 251237 T5 2 NATIONAL PUBLIC FINANCE 8 0 8 0.00% 100.00% $4,095,000.00 $0.00 $4,095,000.00 0.00% 100.00SD Bond Claims 1A-202 251237 T6 0 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $7,415,000.00 $0.00 $7,415,000.00 0.00% 100.00SD Bond Claims 1A-203 251237 T7 8 NATIONAL PUBLIC FINANCE 1 0 1 0.00% 100.00% $7,745,000.00 $0.00 $7,745,000.00 0.00% 100.00SD Bond Claims 1A-204 251237 T8 6 NATIONAL PUBLIC FINANCE 15 0 15 0.00% 100.00% $12,585,000.00 $0.00 $12,585,000.00 0.00% 100.00SD Bond Claims 1A-205 251237 T9 4 NATIONAL PUBLIC FINANCE 48 0 48 0.00% 100.00% $13,350,000.00 $0.00 $13,350,000.00 0.00% 100.00SD Bond Claims 1A-208 251237 V3 4 NATIONAL PUBLIC FINANCE 12 0 12 0.00% 100.00% $3,445,000.00 $0.00 $3,445,000.00 0.00% 100.00SD Bond Claims 1A-209 251237 V4 2 NATIONAL PUBLIC FINANCE 4 0 4 0.00% 100.00% $3,575,000.00 $0.00 $3,575,000.00 0.00% 100.00SD Bond Claims 1A-210 251237 V5 9 NATIONAL PUBLIC FINANCE 1 0 1 0.00% 100.00% $3,895,000.00 $0.00 $3,895,000.00 0.00% 100.00SD Bond Claims 1A-211 251237 V6 7 NATIONAL PUBLIC FINANCE 3 0 3 0.00% 100.00% $4,015,000.00 $0.00 $4,015,000.00 0.00% 100.00SD Bond Claims 1A-212 251237 V7 5 NATIONAL PUBLIC FINANCE 2 0 2 0.00% 100.00% $7,330,000.00 $0.00 $7,330,000.00 0.00% 100.00SD Bond Claims 1A-213 251237 V8 3 NATIONAL PUBLIC FINANCE 20 0 20 0.00% 100.00% $7,665,000.00 $0.00 $7,665,000.00 0.00% 100.00SD Bond Claims 1A-214 251237 V9 1 NATIONAL PUBLIC FINANCE 9 0 9 0.00% 100.00% $12,600,000.00 $0.00 $12,600,000.00 0.00% 100.00SD Bond Claims 1A-215 251237 W2 5 NATIONAL PUBLIC FINANCE 44 0 44 0.00% 100.00% $13,265,000.00 $0.00 $13,265,000.00 0.00% 100.00SD Bond Claims 1A-218 251237 VP 5 NATIONAL PUBLIC FINANCE 7 0 7 0.00% 100.00% $8,174,016.00 $0.00 $8,174,016.00 0.00% 100.00SD Bond Claims 1A-219 251237 VQ 3 NATIONAL PUBLIC FINANCE 33 0 33 0.00% 100.00% $7,597,422.00 $0.00 $7,597,422.00 0.00% 100.00SD Bond Claims 1A-220 251237 VR 1 NATIONAL PUBLIC FINANCE 16 0 16 0.00% 100.00% $7,155,785.00 $0.00 $7,155,785.00 0.00% 100.00SD Bond Claims 1A-221 251237 VS 9 NATIONAL PUBLIC FINANCE 18 0 18 0.00% 100.00% $6,762,707.00 $0.00 $6,762,707.00 0.00% 100.00SD Bond Claims 1A-222 251237 VT 7 NATIONAL PUBLIC FINANCE 25 0 25 0.00% 100.00% $6,048,715.00 $0.00 $6,048,715.00 0.00% 100.00SD Bond Claims 1A-223 251237 VU 4 NATIONAL PUBLIC FINANCE 8 0 8 0.00% 100.00% $6,628,298.00 $0.00 $6,628,298.00 0.00% 100.00SD Bond Claims 1A-224 251237 WV 1 NATIONAL PUBLIC FINANCE 60 0 60 0.00% 100.00% $110,550,000.00 $0.00 $110,550,000.00 0.00% 100.00SD Bond Claims 1A-227 251237 6J 7 ASSURED 2 0 2 0.00% 100.00% $625,000.00 $0.00 $625,000.00 0.00% 100.00SD Bond Claims 1A-228 251237 6K 4 ASSURED 1 0 1 0.00% 100.00% $655,000.00 $0.00 $655,000.00 0.00% 100.00

SD Bond Claims 1A-229 251237 6L 2 ASSURED 6 0 6 0.00% 100.00% $690,000.00 $0.00 $690,000.00 0.00% 100.00SD Bond Claims 1A-230 251237 6M 0 ASSURED 1 0 1 0.00% 100.00% $720,000.00 $0.00 $720,000.00 0.00% 100.00SD Bond Claims 1A-231 251237 6P 3 ASSURED 42 0 42 0.00% 100.00% $110,510,000.00 $0.00 $110,510,000.00 0.00% 100.00%SD Bond Claims 1A-232 251237 6N 8 ASSURED 13 1 12 7.69% 92.31% $32,860,000.00 $475,000.00 $36,925,000.00 1.45% 112.37%SD Bond Claims 1A-240 251237 4P 5 NATIONAL PUBLIC FINANCE 49 0 49 0.00% 100.00% $21,600,000.00 $0.00 $21,600,000.00 0.00% 100.00SD Bond Claims 1A-241 251237 4Q 3 NATIONAL PUBLIC FINANCE 72 0 72 0.00% 100.00% $93,540,000.00 $0.00 $93,540,000.00 0.00% 100.00SD Bond Claims 1A-243 251237 4R 1 FGIC 64 64 0 100.00% 0.00% $263,345,468.21 $263,345,468.21 $0.00 100.00% 0.0SD Bond Claims 1A-263 251237 YR 8 ASSURED 1 0 1 0.00% 100.00% $12,535,000.00 $0.00 $12,535,000.00 0.00% 100.00SD Bond Claims 1A-265 251237 YU 1 ASSURED 26 0 26 0.00% 100.00% $13,215,000.00 $0.00 $13,215,000.00 0.00% 100.00SD Bond Claims 1A-266 251237 YX 5 ASSURED 3 0 3 0.00% 100.00% $13,950,000.00 $0.00 $13,950,000.00 0.00% 100.00SD Bond Claims 1A-270 251237 6Q 1 ASSURED 54 0 54 0.00% 100.00% $150,000,000.00 $0.00 $150,000,000.00 0.00% 100.00%SD Bond Claims 1A-272 251237 B7 7 ASSURED 20 0 20 0.00% 100.00% $14,830,000.00 $0.00 $14,830,000.00 0.00% 100.00SD Bond Claims 1A-273 251237 B8 5 ASSURED 40 0 40 0.00% 100.00% $15,605,000.00 $0.00 $15,605,000.00 0.00% 100.00SD Bond Claims 1A-274 251237 B9 3 ASSURED 10 0 10 0.00% 100.00% $5,525,000.00 $0.00 $5,525,000.00 0.00% 100.00SD Bond Claims 1A-275 251237 C2 7 ASSURED 1 0 1 0.00% 100.00% $5,545,000.00 $0.00 $5,545,000.00 0.00% 1 00.00SD Bond Claims 1A-276 251237 C3 5 ASSURED 7 0 7 0.00% 100.00% $5,835,000.00 $0.00 $5,835,000.00 0.00% 1 00.00SD Bond Claims 1A-277 251237 C4 3 ASSURED 16 0 16 0.00% 100.00% $6,145,000.00 $0.00 $6,145,000.00 0.00% 100.00SD Bond Claims 1A-295 251237 G8 0 NATIONAL PUBLIC FINANCE 1 0 1 0.00% 100.00% $10,420,000.00 $0.00 $10,420,000.00 0.00% 100.00SD Bond Claims 1A-296 251237 G9 8 NATIONAL PUBLIC FINANCE 15 0 15 0.00% 100.00% $10,990,000.00 $0.00 $10,990,000.00 0.00% 100.00SD Bond Claims 1A-309 251237 N2 5 NATIONAL PUBLIC FINANCE 9 0 9 0.00% 100.00% $1,430,000.00 $0.00 $1,430,000.00 0.00% 100.00SD Bond Claims 1A-310 251237 N3 3 NATIONAL PUBLIC FINANCE 2 0 2 0.00% 100.00% $1,505,000.00 $0.00 $1,505,000.00 0.00% 100.00SD Bond Claims 1A-311 251237 N4 1 NATIONAL PUBLIC FINANCE 10 0 10 0.00% 100.00% $1,590,000.00 $0.00 $1,590,000.00 0.00% 100.00SD Bond Claims 1A-317 251237 P3 1 NATIONAL PUBLIC FINANCE 12 0 12 0.00% 100.00% $8,495,000.00 $0.00 $8,495,000.00 0.00% 100.00SD Bond Claims 1A-318 251237 P4 9 NATIONAL PUBLIC FINANCE 27 0 27 0.00% 100.00% $8,915,000.00 $0.00 $8,915,000.00 0.00% 100.00SD Bond Claims 1A-319 251237 P5 6 NATIONAL PUBLIC FINANCE 4 0 4 0.00% 100.00% $9,150,000.00 $0.00 $9,150,000.00 0.00% 100.00



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MembersVoted

MembersAccepted

MembersRejected

%MembersAccepted

%MembersRejected

Total $Voted

$Accepted

$Rejected

%Amount

Accepted

SD Bond Claims 1A-321 251250 AC 0 ASSURED 6 0 6 0.00% 100.00% $8,630,000.00 $0.00 $8,630,000.00 0.00% 1 00.00SD Bond Claims 1A-322 251250 AE 6 ASSURED 6 0 6 0.00% 100.00% $9,750,000.00 $0.00 $9,750,000.00 0.00% 1 00.00SD Bond Claims 1A-326 251250 AD 8 4 0 4 0.00% 100.00% $6,430,000.00 $0.00 $6,430,000.00 0.00% 100.0SD Bond Claims 1A-327 251250 AF 3 6 5 1 83.33% 16.67% $19,930,000.00 $6,000,000.00 $13,930,000.00 30.11% 69.89SD Bond Claims 1A-328 251250 AG 1 7 3 4 42.86% 57.14% $13,800,000.00 $5,005,000.00 $8,795,000.00 36.27% 63.73SD Bond Claims 1A-329 251250 AH 9 7 0 7 0.00% 100.00% $9,380,000.00 $0.00 $9,380,000.00 0.00% 100.0SD Bond Claims 1A-330 251250 AJ 5 7 2 5 28.57% 71.43% $9,340,000.00 $65,000.00 $9,275,000.00 0.70% 99.30SD Bond Claims 1A-331 251250 AK 2 15 3 12 20.00% 80.00% $21,625,000.00 $535,000.00 $21,090,000.00 2.47% 97.53SD Bond Claims 1A-332 251250 AN 6 8 0 8 0.00% 100.00% $13,170,000.00 $0.00 $13,170,000.00 0.00% 100.0SD Bond Claims 1A-333 251250 AP 1 6 0 6 0.00% 100.00% $9,890,000.00 $0.00 $9,890,000.00 0.00% 100.0SD Bond Claims 1A-334 2512

vote tabulation

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