Case Doc 469 Filed 04/09/15 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (BALTIMORE DIVISION) *

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1 Case Doc 469 Filed 04/09/15 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND (BALTIMORE DIVISION) * In re: * Case No DER Capital Trust Holdings, Inc. * (Chapter 11) (f/k/a First Mariner Bancorp) * Robert Burns Claim No. 18 Reorganized Debtor * Carve Out Life Insurance Claim OPPOSITION TO RESPONSIBLE PERSON S FIRST OMNIBUS OBJECTION TO PROOF OF CLAIM COMES NOW, the Claimant Robert Burns-Claim No. 18,, by and through his attorney, Prabir Chakrabarty, Esq., and brings this Opposition to Responsible Person s First Omnibus Objection to Proof of Claim and in support thereof states as follows: 1. First Mariner Bancorp established a life insurance policy for its eligible executives, including the executives at the time of Mariner Finance, LLC, President and CEO Joshua Johnson, Senior Executive Vice President Scott Frankle, Senior Executive Vice President Bonnie Klapaska, Senior Vice President of Branch Operations Robert Burns, Senior Vice President of Central Operations Curtis Mackinson and Senior Vice President of Acquisitions Laird Oskin ( the executives ). The insurance policies were designated the First Mariner Bancorp Group Carve Out Plan. Please see First Mariner Bancorp Group Term Carve Out Plan attached hereto and incorporated herein as Exhibit A. If their employment was terminated for any reason other than for cause, the Plan was to continue to provide these individuals with life insurance benefit coverage, equal to one times base salary to a maximum of $100, See Exhibit A.

2 Case Doc 469 Filed 04/09/15 Page 2 of 5 2. That since the life insurance policies are fully vested, and as a consequence of the Chapter 11 filing, the executives individually are filing proofs of claim protecting their interest in said life insurance policies. H. Stanley Evans CFP of Capital Financial Benefit Solutions, LLC has prepared an approximation of the cash values of said life insurance policies based upon the Dates of Birth of the executives and a reasonable whole life insurance policy issued by a large insurance carrier. Please see Statement from H. Stanley Evans CFP of Capital Financial Benefit Solutions, LLC of June 4, 2014 attached hereto and incorporated herein as Exhibit B. 3. Contrary to the assertions in the Responsible Person s First Omnibus Objections to Certain Claims, Paragraph 5.3(e) of the Joint Venture Agreement dated as of October 7, 2009 ( the JV Agreement ) is not applicable to the Mariner executive claims. Please see Contribution and Joint Venture Agreement between First Mariner Bancorp and Mariner Finance, LLC and its Holding Corporations MF Raven Holdings, Inc. and MF Holdco, Inc., as Exhibit C. The Employee Benefits section specifically references benefits of the separate organizations going forward and is an adjunct to Paragraph 5.3(c) Health Insurance. See Exhibit C. 4. Ambiguities in a document are construed against the drafter. Adam v. Wells Fargo Bank, N.A., 901 F. Supp. 2d 623, 635, 2012 U.S. Dist. LEXIS (D. Md. 2012). None of the Mariner Finance executives ever signed off on the Contribution and Joint Venture Agreement, the signatory for Mariner Finance, LLC was Mark A. Keidel, President of First Mariner Bancorp, Sole Member of Mariner Finance, LLC. The enumerated Mariner employees were therefore not the drafters of this document and any ambiguity in construction should be construed against Capital Trust Holdings Inc. Id.

3 Case Doc 469 Filed 04/09/15 Page 3 of 5 5. The JV Agreement would not have attached Schedule 3.1(t) the Employee Benefit Plans specifically stating that: FMB has endorsed portions of the death benefits payable under bank-owned life insurance plans to the beneficiaries of Joshua Joshua Johnson, Scott Frankle, Bonnie Klapaska, Robert Burns, Curtis Mackinson and Laird Oskin. The post-retirement life insurance benefits for such employees (unless employment terminates for cause is an amount equal to 1.00 times their final base salaries up to $100, All of these employees are 100% vested in this benefit. See Schedule 3.1(t)- Employee Benefits Plan, attached hereto and incorporated herein as Exhibit D. 6. There is no catch-all language in this Paragraph regarding benefits to executives. The Carve Out Plan was a specific negotiated benefit. The Responsible Person cannot dispute that First Mariner Bancorp established a life insurance policy for its eligible executives, including the executives at the time of its subsidiary Mariner Finance, LLC ( Mariner ), President and CEO Joshua Johnson, Senior Executive Vice President Scott Frankle, Senior Executive Vice President Bonnie Klapaska, Senior Vice President of Branch Operations Robert Burns, Senior Vice President of Central Operations Curtis Mackinson and Senior Vice President of Acquisitions Laird Oskin ( the executives ). If Paragraph 5.3(e) of the JV Agreement was meant to reference to the Bank-Owned Life Insurance it should have referenced this language. 7. Furthermore, Paragraph 5.3 (e) of the JV Agreement states, To the extent not sponsored exclusively by the Company and its Subsidiaries as of the Closing See Exhibit C. This benefit to the executives was sponsored exclusively by the Company and its subsidiaries as of the Closing as attested to by Mark A. Keidel, President of First Mariner Bancorp, Sole Member of

4 Case Doc 469 Filed 04/09/15 Page 4 of 5 Mariner Finance, LLC. See Affidavit of Mark Keidel attached hereto and incorporated herein as Exhibit E. 8. Consequently the Responsible Person s objection misconstrues the language of the JV Agreement in order to object to the above-referenced claim. Respectfully submitted, MARINER FINANCE, LLC By: /s/ Prabir Chakrabarty Prabir Chakrabarty, Esq. Federal Bar I.D. #25524 Mariner Finance, LLC 8211 Town Center Drive Nottingham, MD CERTIFICATE OF SERVICE I hereby certify this 3rd day of April, 2015 that a copy of the foregoing Opposition to Responsible Person s First Omnibus Objection to Proof of Claim, was served via ECF or first class mail postage prepaid to: Kirkland & Ellis LLP Jeffrey W. Gettleman 300 North Lasalle Street Chicago, IL Shapiro, Sher, Guinot & Sandler Joel I Sher, Bar NO Daniel J. Zeller, Bar No W. Pratt Street, Suite 2000 Baltimore, Maryland 21201

5 Case Doc 469 Filed 04/09/15 Page 5 of 5 /s/ Prabir Chakrabarty Prabir Chakrabarty Federal Bar I.D. # 25524

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