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Case 6:12-bk-28006-MJ

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DAVID L. DUBROW (admitted pro hac vice) RALPH A. TAYLOR, JR. (admitted pro hac vice) METTE H. KURTH (SBN 187100) MARK A. ANGELOV (admitted pro hac vice)

ARENT FOX LLP


555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: 213.629.7400 Facsimile: 213.629.7401 Dubrow .David@Arentfox.com Kurth.mette(CUarentfox.com Angelov .Mafk@arentfox.com Attorneys for Ambac A surance Company, Erste Europaische Pfandbrief-und Kommunalkreditbank AG and Wells Fargo Bank, N.A., as Trustee

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UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION

12 13 14 15 16 17 18 19 20 21 In re

Case No.: 6:12-bk-28006-MJ Chapter 9

CITY OF SAN BERNARDINO, CALIFORNIA,

Debtor.

VERIFIED STATEMENT REGARDING MULTIPLE REPRESENTATIONS PURSUANT TO RULE 2019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

TO THE HONORABLE MEREDITH A. JURY, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE; AND ALL OTHER PARTIES IN INTEREST:
The law firm of Arent Fox LLP ("Arent Fox") files this Verified Statement Regarding Multiple Representations, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, and respectfully represents as follows:

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ARENT FOX LLP
ATTORNEYS AT LAW
LOS ANGELES

1.

Arent Fox represents certain creditors and/or parties in interest in connection Specifically, City of San Bernardino, California (the

with certain municipal bonds.

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"Debtor" or the "City") issued its City of San Bernardino Taxable Pension Obligation

Bonds in the aggregate principal amount of $50,401,582.90, consisting of (i) the 2005 Series A-1 (Standard Bonds), in the aggregate principal amount of $36,050,000 (the
"Series A-1 Bonds"), and (ii) the 2005 Series A-2 (Capital Appreciation Bonds), in the initial aggregate principal amount of $14,351,582.90 (the "Series A-2 Bonds" and, collectively the "Series A Bonds"), pursuant to that certain Trust Agreement dated October 1, 2005 (the "Trust Agreement"), by and between the Trustee and the City. 2. Arent Fox represents the following creditors and/or parties in interest

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ARENT FOX LLP
ATTORNEY S AT LAW

(individually each a "Party" and collectively the "Parties") with respect to the abovecaptioned chapter 9 case:

Name and Address of Party Ambac Assurance

Nature and Description of Party's Claim

Company Ambac issued a financial guaranty insurance policy insuring regularly scheduled principal and interest payments with respect to the Series A-2 Bonds. Ambac has a claim for amounts it has paid under the policy as a result of the City's default on its obligations under the Series A-2 Bonds. In addition, Ambac has a contingent claim for amounts it will pay in the future as a result of the City's default on its obligations under the Series A-2 Bonds.

("Ambac") One State StreetPlaza New York, NY 10004

Erste Europaische Pfandbrief- EEPK owns Series A Bonds. EEPK has a claim in und Kommunalkreditbank AG the amount of the total outstanding principal and pre("EEPK") Postfach 2133 L-1 021 Luxembourg petition accrued interest under the Series A Bonds owned by EEPK.

Wells Fargo Bank, N.A., as The Trustee is the trustee under the Trust Agreement.
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LOS ANGELES

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Trustee (the "Trustee") 625 Marquette A venue Minneapolis, MN 55402

The Trustee has and/or may have a claim under the Trust Agreerp.ent, including for expenses it incurs as trustee in the event of the City's default on its obligations under the bonds.

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3.

The Parties' interests in the case are aligned. EEPK owns Series A Bonds;

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Ambac is the insurer for the Series A-2 Bonds; and the Trustee is 'the indenture Trustee under the Trust Agreement. All Parties share the interest, among others, of compelling the City to satisfy its obligations under the Series A Bonds.

4.

The nature and description of the Parties' claims are set forth in the chart

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above based on currently available information. The Parties are still in the process of evaluating and quantifying their claims. Accordingly, the nature, description, and the amounts of the Parties' claims are subject to amendment. Nothing contained in this note shall constitute an admission or waiver of any right by any of the Parties with respect to the nature and the amount of their claims against the City.

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ARENT Fox LLP
ATTORNEYS AT LAW

5.

Prior to the Petition Date, Arent Fox has represented Ambac and the Trustee

in matters relating to bonds issued by other entities. Arent Fox initially was retained by Ambac to represent it in this matter. EEPK approached Ambac about possibly sharing the same legal counsel. Arent Fox had not previously represented EEPK. All Parties desired for Arent Fox to represent them in connection with this proceeding. Arent Fox has fully advised the Parties with respect to this concurrent representation and the Parties each have (a) consented to such representation and (b) requested that Arent Fox represent them in the above-captioned case. 6. On or about August 6, 2012, the Parties jointly agreed to each retain Arent

Fox and form a group for the purposes of the joint representation. The group formed by the Parties has agreed to act in the Parties' joint interest.

7.

Upon information and belief Arent Fox has no claim against the Debtor nor
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LOS ANGELES

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holds an interest in the Debtor.


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Nothing contained m this verified statement should be construed as a

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limitation upon, or waiver of, any Party's right to assert, file and/or amend its claims against the Debtor in accordance with applicable law and any orders entered in this case establishing procedures for filing proofs of claim. Furthermore, the Parties and Arent Fox reserve the right to amend or supplement this Statement in accordance with the requirements ofBankruptcy Rule 2019. The undersigned has direct knowledge of the statements herein and verifies that these statements are true and correct to the best of his knowledge and belief.

Dated: October 4, 2012

ARENT FOX LLP

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ARENT FOX LLP
ATTORNEYS AT LAW

By: d-J

DAVID L. D B OW (admitted pro hac vice) RALPH A. TAYLOR, JR (admitted pro hac vice) . METTE H. KURTH (SBN 1871 00) MARK A. ANGELOV (admitted pro hac vice) ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone:213.629.7400 Facsimile: 213.629.7401 Dubrow.David@arentfox.com Taylor.Ralph@arentfox.com Kurth.Mette@arentfox.com Angelov .Mark@arentfox.com Counsel for Ambac Assurance Company, Erste Europaische Pfandbrief-und Kommunalkreditbank AG and Wells Fargo Bank, _ N.A., as Trustee

Los ANGELES

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PROOF OF SERVICE OF DOCUMENT


I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: Arent Fox LLP, Gas Company Tower, 555 West Fifth Street, 48th Floor, Los Angeles, CA 90013.

A true and correct copy of the foregoing document entitled (specify): VERIFIED STATEMENT REGARDING MULTIPLE REPRESENTATIONS PURSUANT TO RULE 2019 OF THE FEDEAL RULES OF BANKRUPTCY PROCEDURE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) October 5, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) October 5, 2012, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) _______________, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.

Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. October 5, 2012 Date ADRIANE I. LARK Printed Name

/s/ Adriane I. Lark


Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Jerrold Abeles on behalf of Interested Party Ambac Assurance Company abeles.jerry@arentfox.com, labarreda.vivian@arentfox.com Joseph M Adams on behalf of Interested Party Courtesy NEF jadams@lawjma.com Andrew K Alper on behalf of Creditor BANK OF AMERICA, N.A. aalper@frandzel.com, efiling@frandzel.com;ekidder@frandzel.com Thomas V Askounis on behalf of Interested Party Courtesy NEF taskounis@askounisdarcy.com Anthony Bisconti on behalf of Interested Party Courtesy NEF tbisconti@bmkattorneys.com Jeffrey E Bjork on behalf of Interested Party Courtesy NEF jbjork@sidley.com Sarah C Boone on behalf of Interested Party Courtesy NEF sboone@marshackhays.com, ecfmarshackhays@gmail.com J Scott Bovitz on behalf of Creditor U.S. TelePacific Corp. bovitz@bovitz-spitzer.com Jeffrey W Broker on behalf of Interested Party Courtesy NEF jbroker@brokerlaw.biz Deana M Brown on behalf of Interested Party Courtesy NEF dbrown@milbank.com Michael J Bujold on behalf of U.S. Trustee United States Trustee (RS) Michael.J.Bujold@usdoj.gov Christopher H Conti on behalf of Interested Party San Bernardino Public Employees Association chc@sdlaborlaw.com, sak@sdlaborlaw.com Christina M Craige on behalf of Interested Party Courtesy NEF ccraige@sidley.com Alex Darcy on behalf of Creditor Marquette Bank adarcy@askounisdarcy.com Susan S Davis on behalf of Interested Party Courtesy NEF sdavis@coxcastle.com Robert H Dewberry on behalf of Creditor Allison Mechanical, Inc. robert.dewberry@dewlaw.net Todd J Dressel on behalf of Creditor Pinnacle Public Finance, Inc. dressel@chapman.com, lubecki@chapman.com Chrysta L Elliott on behalf of Interested Party Courtesy NEF elliottc@ballardspahr.com, manthiek@ballardspahr.com

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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Scott Ewing on behalf of Interested Party Rust Consulting/Omni Bankruptcy contact@omnimgt.com, sewing@omnimgt.com Paul R. Glassman on behalf of Debtor City of San Bernardino, California pglassman@sycr.com Everett L Green on behalf of U.S. Trustee United States Trustee (RS) everett.l.green@usdoj.gov Chad V Haes on behalf of Creditor San Bernardino City Professional Firefighters Local 891 chaes@marshackhays.com, ecfmarshackhays@gmail.com James A Hayes on behalf of Interested Party Courtesy NEF jhayes@cwlawyers.com M Jonathan Hayes on behalf of Interested Party Courtesy NEF jhayes@hayesbklaw.com, roksana@hayesbklaw.com;carolyn@hayesbklaw.com;elizabeth@hayesbklaw.com D Edward Hays on behalf of Creditor San Bernardino City Professional Firefighters Local 891 ehays@marshackhays.com, ecfmarshackhays@gmail.com Eric M Heller on behalf of Interested Party Courtesy NEF eric.m.heller@irscounsel.treas.gov Bonnie M Holcomb on behalf of Interested Party Courtesy NEF bonnie.holcomb@doj.ca.gov Whitman L Holt on behalf of Interested Party Courtesy NEF wholt@ktbslaw.com Michelle C Hribar on behalf of Interested Party San Bernardino Public Employees Association mch@sdlaborlaw.com Steven J Katzman on behalf of Creditor Certain Retired Employees of the City of San Bernardino SKatzman@bmkattorneys.com Jane Kespradit on behalf of Interested Party Courtesy NEF jane.kespradit@limruger.com, amy.lee@limruger.com Mette H Kurth on behalf of Interested Party Ambac Assurance Company kurth.mette@arentfox.com Michael B Lubic on behalf of Creditor California Public Employees' Retirement System michael.lubic@klgates.com Richard A Marshack on behalf of Interested Party Courtesy NEF rmarshack@marshackhays.com, lbergini@marshackhays.com;ecfmarshackhays@gmail.com Gregory A Martin on behalf of Interested Party Courtesy NEF gmartin@winston.com David J Mccarty on behalf of Interested Party David McCarty dmccarty@sheppardmullin.com, pibsen@sheppardmullin.com Reed M Mercado on behalf of Interested Party M. Mercado rmercado@sheppardmullin.com
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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Aron M Oliner on behalf of Interested Party San Bernardino Police Officers Association roliner@duanemorris.com Scott H Olson on behalf of Creditor Kohl's Department Stores, Inc. solson@seyfarth.com Dean G Rallis on behalf of Interested Party Courtesy NEF drallis@sulmeyerlaw.com Christopher O Rivas on behalf of Interested Party Courtesy NEF crivas@reedsmith.com Kenneth N Russak on behalf of Interested Party Courtesy NEF krussak@frandzel.com, efiling@frandzel.com;dmoore@frandzel.com Gregory M Salvato on behalf of Interested Party Courtesy NEF gsalvato@salvatolawoffices.com, calendar@salvatolawoffices.com Mark C Schnitzer on behalf of Attorney Mark Schnitzer mschnitzer@rhlaw.com, mschnitzer@verizon.net Benjamin Seigel on behalf of Interested Party Courtesy NEF bseigel@buchalter.com, IFS_filing@buchalter.com Diane S Shaw on behalf of Interested Party Courtesy NEF diane.shaw@doj.ca.gov Jason D Strabo on behalf of Creditor U.S. Bank National Association, not individually, but as Indenture Trustee jstrabo@mwe.com, zwinston@mwe.com Matthew J Troy on behalf of Creditor United States of America matthew.troy@usdoj.gov United States Trustee (RS) ustpregion16.rs.ecf@usdoj.gov Anne A Uyeda on behalf of Interested Party Courtesy NEF auyeda@bmkattorneys.com Annie Verdries on behalf of Interested Party Courtesy NEF verdries@lbbslaw.com Brian D Wesley on behalf of Interested Party Courtesy NEF brian.wesley@doj.ca.gov Kirsten A Roe Worley on behalf of Creditor Safeco Insurance Company Of America kworley@wthf.com, bcordova@wthf.com

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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2. SERVED BY UNITED STATES MAIL: Debtor City of San Bernardino, California City Hall 300 North "D" Street San Bernardino, CA 92418 20 Largest Creditors 2006 City of San Bernardino Taxable Pension Obligation Bonds, 2005, Series A Wells Fargo Bank, N.A. Corporate Trust Services Special Accounts Group MAC N9311-115 625 Marquette Avenue Minneapolis, MN 55479 US Bank, N.A., Trustee 633 West 5th Street, 24th Floor Los Angeles, CA 90071 California Infrastructure Bank and Economic Development Bank (CIEDB) 1001 "I" Street, 19th Floor Sacramento, California 95814 Comerica leasing Corporation 611 Anton Blvd. Costa Mesa, CA 92626 Public Agency Retirement Services PO Box 12919 Newport Beach, CA 92658-2919 American Traffic Systems Michael Bolton, COO American Traffic Solutions Inc., 7681 E. Gray Rd, Scottsdale, AZ, 85260 Sun Trust Equipment Finance & Leasing Corporation PO Box 79194 Baltimore, MD 21279-0194 Tim Burgess 1625 Iowa Avenue Riverside, CA 92507 603384 - Aecom Usa Inc 1178 Paysphere Cir Chicago, IL 60674 San Bernardino County Solid Waste 825 E 3rd St #207 San Bernardino, CA 924150017 Special Notice Parties James F. Penman, City Attorney Office of the City Attorney City of San Bernardino City Hall 300 N. D Street, 6th Floor San Bernardino, CA 92418 The Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101-7346 Franchise Tax Board Bankruptcy Section, MS: A-340 P.O. Box 2952 Sacramento, CA 95812-2952 Employment Development Department Bankruptcy Group MIC 92E P.O. Box 826880 Sacramento, CA 94280-0001 Request for Special Notice List Bryan C Altman on behalf of Plaintiff Francisco Yovani Sanchez Joaquin The Altman Law Group 6300 Wilshire Blvd Ste 980 Los Angeles, CA 90048 Roger Jon Diamond on behalf of Creditor Manta Management Corporation Inc 2115 Main Street Santa Monica, CA 90405 1458 - Celplan Technologies Inc 1897 Preston White Dr Reston, VA 20191 614238 - Nikola Construction Corporation 18012 Cowan 290 Irvine, CA 92614

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE

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3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL: VIA OVERNIGHT Judge Honorable Meredith A. Jury United States Bankruptcy Judge United States Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501-3819. VIA EMAIL

Laura L. Buchanan Email: pglassman@sycr.com Kathleen D. DeVaney, Esq. Email: kdevaney@sycr.com

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012

F 9013-3.1.PROOF.SERVICE