Case Doc 206 Filed 02/23/18 Page 1 of 15. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division

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1 Case Doc 206 Filed 02/23/18 Page 1 of 15 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division In re: THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM, Debtor. 1 Case No Chapter 11 CERTIFICATION OF JEFFREY MILLER WITH RESPECT TO THE TABULATION OF VOTES ON THE FIRST AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF THE CONDOMINIUM ASSOCIATION OF THE LYNNHILL CONDOMINIUM AND (II) AHH16 DEVELOPMENT, LLC, DATED AS OF FEBRUARY 12, 2018 I, Jeffrey Miller, depose and say under the penalty of perjury: 1. I am a Senior Managing Consultant of Corporate Restructuring Services, employed by Kurtzman Carson Consultants LLC ( KCC ), located at 2335 Alaska Ave, El Segundo, CA I am over the age of 18 and not a party to this action. 2. On January 18, 2018, the Court entered the Interim Order Authorizing the Retention and Employment of Kurtzman Carson Consultants LLC as Noticing and Balloting Agent [Docket No. 70]. 3. On January 18, 2018, the Court entered the Order (I) Conditionally Approving the Disclosure Statement, (II) Establishing Procedures for Solicitation and Tabulation of Votes on the Plan and (III) Scheduling a Combined Hearing on Approval of the Disclosure Statement and Confirmation of the Plan [Docket No. 72] (the Solicitation Procedures Order ) establishing, among other things, certain solicitation and voting tabulation procedures. On February 12, 2018, the Debtor filed the Debtor s Motion for an Order Determining that Proposed Modifications to the 1 The Debtor s federal identification number is

2 Case Doc 206 Filed 02/23/18 Page 2 of 15 Joint Chapter 11 Plan of (I) The Condominium Association of the Lynnhill Condominium, and (II) AHH16 Development, LLC, dated January 10, 2018, Are Neither Material nor Adverse to Any Creditors or Other Parties in Interest [Docket No. 164] (the Plan Modification Motion ), which is currently pending before the Court. 4. KCC worked with the Debtor and its counsel to solicit votes to accept or reject the Joint Chapter 11 Plan of (I) The Condominium Association of the Lynnhill Condominium, and (II) AHH16 Development, LLC, dated as of January 10, 2018 [Docket No. 65] (as may be amended, supplemented or modified from time to time, the Plan ) 2 and to tabulate the ballots of creditors voting to accept or reject the Plan. Except as otherwise noted, I could and would testify to the following based upon my personal knowledge. I am authorized to submit this Certification on behalf of KCC. 5. KCC has considerable experience in soliciting and tabulating votes to accept or reject proposed chapter 11 plans. A. Service and Transmittal of Solicitation Packages and Related Information 6. On January 19, 2018, KCC caused to be served the Combined Hearing Notice [Docket No. 26, Exhibit D] on the creditor matrix and all other parties required to receive such notice pursuant to the Solicitation Procedures Order. On January 19, 2018, KCC caused to be served Solicitation Packages (as defined in the Solicitation Procedures Order) on all known members of Classes 2, 3 and 4 in accordance with the Solicitation Procedures Order. Additionally, an affidavit evidencing the service of the foregoing was filed with the Court on January 25, 2018 [Docket No. 121]. 2 On February 12, 2018, the Debtor filed the Plan Modification Motion and First Amended Joint Chapter 11 Plan of (I) The Condominium Association of the Lynnhill Condominium, and (II) AHH16 Development, LLC, dated as of February 12, 2018 [Docket No. 162]. 2

3 Case Doc 206 Filed 02/23/18 Page 3 of On January 19, 2018, KCC posted links to the electronic versions of the Confirmation Hearing Notice, Solicitation Procedures Order, Disclosure Statement and Plan on the public access website at B. The Tabulation Process 8. The Solicitation Procedures Order established (i) February 7, 2018 at noon Eastern Time as (the Voting Record Date ) for determining which creditors and holders of interests were entitled to receive Solicitation Packages and, where applicable, vote on the Plan. Pursuant to the Solicitation Procedures Order, holders of Claims in Class 2 Secured Claims, Class 3 General Unsecured Claims, and Class 4 Former Resident Claims (collectively, the Voting Classes ) were originally entitled to vote to accept or reject the Plan. No other classes were originally entitled to vote on the Plan. On February 12, 2018, the Debtor filed the pending Plan Modification Motion, seeking approval to add two voting classes under the Plan and have the votes of Potomac Electric Company ( PEPCO ) and Nagle & Zaller, P.C. ( Nagle ) cast as votes in Class 5 (PEPCO s Claim) and Class 6 (Nagle & Zaller s Claim), respectively. 9. Pursuant to the Solicitation Procedures Order, KCC relied on the Debtor s Schedules of Assets and Liabilities and the Claims information pertaining to the Debtor s chapter 11 case as reflected in KCC s systems in order to identify the holders of Claims entitled to vote to accept or reject the Plan. For holders of claims in the Voting Classes as of the Voting Record Date who (a) did not receive a Solicitation Package in the Initial Solicitation or (b) filed a proof of claim in a different class, amount, or priority than listed in the Debtor s schedules, KCC served the Solicitation Package on those parties on a rolling basis as such proofs of claim were filed, and KCC completed such services on or before February 8, Notably, the Debtor filed an amendment to its Schedules of Assets and Liabilities on February 8, 2017, adding 3

4 Case Doc 206 Filed 02/23/18 Page 4 of 15 various secured creditors (based on information in title searches for the Property), and KCC sent Solicitation Packages to such creditors on February 8, Using the information outlined above, and with specific guidance and approval from the Debtors counsel, KCC created a voting database reflecting the names of holders in the Voting Classes, addresses of such holders, voting amounts and classification of Claims in the Voting Classes. 11. Using its KCC CaseView voting database ( KCC CaseView ), KCC generated ballots for holders of Claims entitled to vote to accept or reject the Plan. The Solicitation Procedures Order established February 16, 2018 at 5:00 p.m. (Eastern Time) as the deadline for receiving ballots to accept or reject the Plan (the Voting Deadline ). 12. Pursuant to the Solicitation Procedures Order, KCC received and tabulated ballots as follows: (a) each returned paper ballot was opened and inspected at KCC s offices; (b) paper ballots were date-stamped and scanned into KCC CaseView; (c) each e-ballot was electronically received and processed; and (d) all ballots received on or before the Voting Deadline were then entered into KCC CaseView and tabulated in accordance with the tabulation rules outlined in the Solicitation Procedures Order. 13. Set forth below is a summary of the voting results with respect to the Voting Classes tabulated on a consolidated basis, in accordance with the classifications proposed in the Plan Modification Motion: 4

5 Case Doc 206 Filed 02/23/18 Page 5 of 15 Total Ballots Received Accept Reject Number Amount Number Amount Class 2 Secured Claims 9 (100.00%) $13, (100.00%) $0.00 (0.00%) $0.00 (0.00%) Class 3 General Unsecured Claims 6 (85.71%) $663, (72.88%) 1 (14.29%) $246, (27.12%) Class 4 Former Resident Claims 126 (100.00%) $ (100.00%) $0.00 (0.00%) $0.00 (0.00%) Class 5 PEPCO s Claim 1 (100.00%) $651, (100.00%) $0.00 (0.00%) $0.00 (0.00%) Class 6 Nagle & Zaller s Claims 0 (0.00%) $0.00 (0.00%) 1 (100.00%) $145, (100.00%) 14. The final Ballot Report containing the consolidated summary Ballot Report of the Voting Classes is annexed hereto as Exhibit A. The detailed Ballot Reports for Voting Classes 2, 3, 4, 5 and 6 are attached to this Certification as Exhibits A-1 through A-5 respectively. 15. KCC also examined each valid ballot to determine which creditors opted out of the release provided in Section 9.5 of the Plan (the Release Opt Out ). Based on this review, approximately four (4) holders of Claims in the aggregate selected the Release Opt Out. This figure does not include any Release Opt Outs indicated on defective ballots excluded from the final tabulation, as described below and set forth on Exhibit B attached hereto. C. Ballots That Were Not Counted 16. Attached as Exhibit B to this Certification is a detailed report of any ballots that were not included in the tabulation above. All such ballots were not counted because the creditors ballots were either received after the Voting Deadline, did not bear an original signature, or did not indicate whether the creditor voted to accept or reject the Plan (i.e., they abstained). 5

6 Case Doc 206 Filed 02/23/18 Page 6 of 15 Conclusion To the best of my knowledge, information and belief, the foregoing information concerning the distribution, submission and tabulation of ballots in connection with the Plan is true. The ballots received by KCC are stored at KCC s office and are available for inspection by or submission to this Court. Dated: February 23, 2018 Jeffrey Miller Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA (310)

7 Case Doc 206 Filed 02/23/18 Page 7 of 15 Exhibit A Summary Ballot Report by Class Total Unacceptable Members Members Members Members % Members % Members Total $ in % $ % $ Class Name Class Description Members Votes Voted Accepted Rejected Abstained Accepted Rejected Class Total $ Voted $ Accepted $ Rejected $ Abstained Accepted Rejected Class 2 Secured Claims % 0.00% $177, $13, $13, $0.00 $ % 0.00% Class 3 General Unsecured Claims % 14.29% $942, $909, $663, $246, $ % 27.12% Class 4 Former Resident Claims % 0.00% $10, $ $ $0.00 $ % 0.00% Class 5 PEPCO Claim % 0.00% $651, $651, $651, $0.00 $ % 0.00% Class 6 Nagle & Zaller Claim % % $145, $145, $0.00 $145, $ % % Case No Page 1 of 1

8 Case Doc 206 Filed 02/23/18 Page 8 of 15 Exhibit A-1 Class 2 - Secured Claims Name Ballot Number Voting Amount Vote Opt Out of Releases Adrian Leroy Moore 96 $1, Accept No McKinney Technology Partners Inc 125 $1.00 Accept No McKinney Technology Partners Inc 126 $11, Accept No McKinney Technology Partners Inc 127 $1.00 Accept No McKinney Technology Partners Inc 128 $1.00 Accept No McKinney Technology Partners Inc 129 $1.00 Accept No McKinney Technology Partners Inc 130 $1.00 Accept No McKinney Technology Partners Inc 131 $1.00 Accept No McKinney Technology Partners Inc 133 $1.00 Accept No Case No Page 1 of 1

9 Case Doc 206 Filed 02/23/18 Page 9 of 15 Exhibit A-2 Class 3 - General Unsecured Claims Name Ballot Number Voting Amount Vote Opt Out of Releases DH Stevens Company 77 $12, Accept No Dragone Realty, LLC 111 $1.00 Accept No Jeffrey M. Orenstein and Wolff & Orenstein, LLC 134 $10, Accept No Law Office of Gregory Singleton 124 $190, Accept No Michael G. Wolff 132 $6, Accept No Washington Suburban Sanitary Commission 109 $246, Reject Yes William C. Johnson, Jr. 68 $443, Accept No Case No Page 1 of 1

10 Case Doc 206 Filed 02/23/18 Page 10 of 15 Exhibit A-3 Class 4 - Former Resident Claims Name Ballot Number Voting Amount Vote Opt Out of Releases Alexander Chambers 11 $1.00 Accept No Allan Cumming 49 $1.00 Accept No Allan G Cumming 70 $1.00 Accept No Angela Briscoe 85 $1.00 Accept No Anna M Taylor 1 $1.00 Accept No Anthony Boykins 46 $1.00 Accept No Anthony Freeman 141 $1.00 Accept No Barbara Taha 122 $1.00 Accept No Barry Carey, et al. 87 $1.00 Accept No C P Associates of Washington Inc 140 $1.00 Accept No Carolyn Jones 6 $1.00 Accept No Carolyn M Foy 144 $1.00 Accept No Casilda Velasco 110 $1.00 Accept No Cathy Holloway 54 $1.00 Accept No CE Land & Properties 45 $1.00 Accept No Charlene Hamilton 97 $1.00 Accept No Charles Patterson 20 $1.00 Accept No Charles S Patterson Sr 18 $1.00 Accept No Charles Thomas 65 $1.00 Accept No Claudette Mitchell 116 $1.00 Accept No Clyde H Murphy et al. 26 $1.00 Accept No Constance Lawrence 13 $1.00 Accept No Corine P Gore 95 $1.00 Accept No Corinthiane S Johnson 19 $1.00 Accept No Danielle Towles-Mclean 94 $1.00 Accept No David Abdullah 29 $1.00 Accept No David Gilmore 82 $1.00 Accept No DDK Holdings LLC 142 $1.00 Accept No Debra L Jamison 34 $1.00 Accept No Diane Hayes 36 $1.00 Accept No Donald Johnson 98 $1.00 Accept No Dorcas Adeoye 115 $1.00 Accept No Doris Dempsey 90 $1.00 Accept No Edith Deandrade 17 $1.00 Accept No Elaine M Dean 43 $1.00 Accept No Elizabeth Belton 103 $1.00 Accept No Eman Aish 69 $1.00 Accept No Emmanuel Njoku 47 $1.00 Accept No Emmanuel Njoku 62 $1.00 Accept No Eric Foster 99 $1.00 Accept No Eu Hook 41 $1.00 Accept No Eu Hook 44 $1.00 Accept No Eu Hook 112 $1.00 Accept No Geoffrey A Napper 81 $1.00 Accept No George Kilbinger 71 $1.00 Accept No Gerald A Butler 86 $1.00 Accept No Geraldine M Edwards 55 $1.00 Accept No Gloria C Oduah-Anolue 27 $1.00 Accept No Hailu Admassie 100 $1.00 Accept No Hailu Admassie 101 $1.00 Accept No Helen Peay, Thomas, Spann III, Sleron Spann 120 $1.00 Accept No Housing First LLC 66 $1.00 Accept No Case No Page 1 of 3

11 Case Doc 206 Filed 02/23/18 Page 11 of 15 Exhibit A-3 Class 4 - Former Resident Claims Name Ballot Number Voting Amount Vote Opt Out of Releases Irene Carroll 113 $1.00 Accept No Irene Carroll 114 $1.00 Accept No Irene Carroll 117 $1.00 Accept No Irene Carroll 118 $1.00 Accept No Irene Carroll 119 $1.00 Accept No Irene Carroll 123 $1.00 Accept No Jacqueline Moore 106 $1.00 Accept No James Murphy 67 $1.00 Accept No James Murphy 107 $1.00 Accept No James O Williams 52 $1.00 Accept No James Thompson 59 $1.00 Accept No Jasper Long 3 $1.00 Accept No Jasper Long 4 $1.00 Accept No Jasper Long 5 $1.00 Accept No Jasper Long 12 $1.00 Accept No John Anthony Pinkney 8 $1.00 Accept No Jorge Menacho 51 $1.00 Accept No Jorge Menacho 53 $1.00 Accept No Jorge Menacho 56 $1.00 Accept No Jorge Menacho 58 $1.00 Accept No Jorge Menacho 63 $1.00 Accept No Jose Gomez 35 $1.00 Accept No Judy Garris Jefferson & Marcus Bell 135 $1.00 Accept No Julio Pena Martinez 9 $1.00 Accept No Leroy Adams III 37 $1.00 Accept No LMD Properties, LLC 14 $1.00 Accept No LMD Properties, LLC 21 $1.00 Accept No Lynn Collins 88 $1.00 Accept No Lynn Collins 92 $1.00 Accept No Lynn Collins 93 $1.00 Accept No Lynn Collins & Shane Soper 89 $1.00 Accept No Mark M Booker 75 $1.00 Accept No Mary F Douglass 102 $1.00 Accept No Maui Asset Group LLC 105 $1.00 Accept No Maurice H Braham 146 $1.00 Accept Yes Michael Coleman 60 $1.00 Accept No Minnie Kirby 78 $1.00 Accept No Mohammed Waseem Hyder 22 $1.00 Accept No Mozella Toliver 61 $1.00 Accept No Myra Taylor 91 $1.00 Accept No Pascual Cavalho 25 $1.00 Accept No Patricia Stadaker 147 $1.00 Accept No Perterie A Thompson 7 $1.00 Accept No Premier Property Solutions, LLC 42 $1.00 Accept No Ralph Berry 23 $1.00 Accept No Rogers Morgan 72 $1.00 Accept No Rogers Morgan 73 $1.00 Accept No Rogers Morgan 74 $1.00 Accept No Rogers Morgan 76 $1.00 Accept No Ronnie & Sylvia Twine 50 $1.00 Accept No Ronnie & Sylvia Twine 57 $1.00 Accept No Samuel Bryant 79 $1.00 Accept No Case No Page 2 of 3

12 Case Doc 206 Filed 02/23/18 Page 12 of 15 Exhibit A-3 Class 4 - Former Resident Claims Name Ballot Number Voting Amount Vote Opt Out of Releases Samuel Bryant 83 $1.00 Accept No Samuel E Bryant 84 $1.00 Accept No Selinda Boyd-Graham 136 $1.00 Accept No Sevia Mayes 143 $1.00 Accept No Sheila Patrick 10 $1.00 Accept No Shelley Hardy 28 $1.00 Accept No Terry L Johnson 15 $1.00 Accept No Theresa Washington/Charles Burney 16 $1.00 Accept No Timothy & Latrina Braxton 48 $1.00 Accept No Victoria Puenta Fulcar 104 $1.00 Accept No Walter Cook 138 $1.00 Accept Yes Walter Cook 139 $1.00 Accept No Wilhelmina Travis 2 $1.00 Accept No William & Mattie Griffin 121 $1.00 Accept No Witherspoon Family Trust 80 $1.00 Accept No Zeineb Bushra 30 $1.00 Accept No Zeineb Bushra 31 $1.00 Accept No Zeineb Bushra 32 $1.00 Accept No Zeineb Bushra 33 $1.00 Accept No Zeineb Bushra 38 $1.00 Accept No Zeineb Bushra 39 $1.00 Accept No Zeineb Bushra 40 $1.00 Accept No Case No Page 3 of 3

13 Case Doc 206 Filed 02/23/18 Page 13 of 15 Exhibit A-4 Class 5 - PEPCO Claim Ballot Opt Out of Name Number Voting Amount Vote Releases Potomac Electric Power Company (PEPCO) 108 $651, Accept No Case No Page 1 of 1

14 Case Doc 206 Filed 02/23/18 Page 14 of 15 Exhibit A-5 Class 6 - Nagle and Zaller Claim Voting Opt Out of Name Ballot Number Amount Vote Releases Nagle & Zaller, P.C. 137 $145, Reject Yes Case No Page 1 of 1

15 Case Doc 206 Filed 02/23/18 Page 15 of 15 Exhibit B Unacceptable Ballots Name Ballot Number Class Voting Amount Reason Unacceptable Carina Vergara 145 Class 4 Former Resident Claims $1.00 Late Filed Evelyn & Harold Russell, et al. 24 Class 4 Former Resident Claims $1.00 Abstained Jorge Menacho 64 Class 4 Former Resident Claims $1.00 Abstained Judy G Jefferson 148 Class 4 Former Resident Claims $1.00 Late Filed McKinney Technology Partners, Inc. 150 Class 2 Secured Claims $17, Late Filed Warnett Barnes 149 Class 4 Former Resident Claims $1.00 Late Filed Case No Page 1 of 1

16 Case Doc Filed 02/23/18 Page 1 of 1 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND CHAPTER 11 CONFIRMATION HEARING - TALLY OF BALLOTS IN RE: The Condominium Association of the Lynnhill Condominium (Debtor) Case No Creditor Class (#, Descrip) Members of Class Casting Ballots Total $ Value of Claims Voting # Accepting % Accepting $ Value of Acceptances % of Value accepting # Rejecting % Rejecting $ Value of Rejecting % of Value Rejecting Indicate if claim is unimpaired Class 2 Secured Claims Class 3 General Unsecured Claims Class 4 Former Resident Claims Class 5 PEPCO Claim Class 6 Nagle & Zaller Claim 9 $13, % $13, % 0 0% $0.00 0% 7 1 $909, % $663, % % $246, % 126 $ % $ % 0 0% $0.00 0% 1 $651, % $651, % 0 0% $0.00 0% 1 $145, % $0.00 0% 1 100% $145, % 1 Includes the ballot cast by the Law Office of Gregory R. Singleton LLC ( Singleton ) as requested in the Creditor s Motion for Relief from the Voting Record Date to Allow Creditor s Claim for Voting Purposes [Doc. 172]. In the event the Court does not grant the relief requested in the aforementioned motion, the Debtor will file a revised Tally of Ballots that excludes Singleton s ballot.