Amended Settlement Agreement FINAL

EXHIBIT 1

Case 8:05-cv-01070-DOC-MLG Document 1066-1 Filed 06/14/17 of 69 Page ID #:17136

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AMENDED SETTLEMENT AGREEMENT AND RELEASE

This Amended Settlement Agreement and Release (“Amended Settlement

Agreement”) is made and entered into by and between (1) plaintiffs Jose

Hernandez, Kathryn Pike, Robert Randall, Bertram Robison, Camille Chapman,

and Lewis Mann, individually and as representatives of the 23(b)(3) Settlement

Class as defined below; (2) Equifax Information Services LLC; (3) Experian

Information Solutions, Inc.; and (4) TransUnion LLC. This Amended Settlement

Agreement is intended by the Parties to fully, finally, and forever resolve,

discharge, and settle all released rights and claims, to the extent set forth below,

subject to the terms and conditions set forth herein.

RECITALS

A. WHEREAS, on or about October 3, 2005, plaintiff Jose Hernandez

filed an action against Defendants in the United States District Court for the

Northern District of California, in which he asserted claims on behalf of a putative

nationwide class of consumers relating to each of Defendants’ procedures for

reporting pre-bankruptcy debts of consumers who have obtained discharges

through Chapter 7 bankruptcy proceedings;

B. WHEREAS, on or about November 2, 2005, plaintiffs Terri N. White,

et al., filed separate actions against each of the Defendants in this Court, in which

she asserted claims on behalf of a putative nationwide class of consumers relating

to each Defendants’ procedures for reporting and reinvestigating pre-bankruptcy

debts of consumers who have obtained discharges through Chapter 7 bankruptcy

proceedings;

C. WHEREAS, on or about August 11, 2006, plaintiff Jose Hernandez

and the other plaintiffs filed three separate Second Amended Consolidated Class

Action Complaints, one against each Defendant, in which they assert claims for (i)

willful and/or negligent violation of Section 1681e(b) of the Fair Credit Reporting


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Act, 15 U.S.C. § 1681, et seq., and Section 1785.14(b) of its California state

counterpart, the Consumer Credit Reporting Agencies Act, Cal. Civ. Code § 1785,

et seq., for failure to maintain reasonable procedures to assure maximum possible

accuracy; (ii) willful and/or negligent violation of Section 1681i of the FCRA and

its California counterpart, Cal. Civ. Code Section 1785.16, for failure to reasonably

investigate consumer disputes regarding the status of the discharged accounts; and

(iii) violation of California’s Unfair Competition Law, Bus. & Prof. Code Section

17200, et seq.;

D. WHEREAS, in or around September 2006, Defendants answered the

various Second Amended Complaints, denying the allegations therein, denying that

the actions are suitable for certification pursuant to Federal Rule of Civil Procedure

23, and asserting affirmative defenses that Defendants contend are meritorious

notwithstanding their willingness to enter into this Amended Settlement

Agreement;

E. WHEREAS, plaintiff Jose L. Acosta, Jr., filed an action against

TransUnion in California Superior Court on or around May 12, 2003, and later

filed a new action against TransUnion in federal court on August 14, 2006, joined

by plaintiffs Robert Randall and Bertram Robison, and plaintiff Kathryn Pike filed

an action in California Superior Court against Equifax on or around October 14,

2005, in which they also assert claims on behalf of a putative California class of

consumers relating to TransUnion’s or Equifax’s procedures for reporting pre-

bankruptcy debts of consumers who have obtained discharges through Chapter 7

bankruptcy proceedings;

F. WHEREAS, all of these cases, which collectively comprise the

Litigation, have been either filed, transferred, or removed such that they are before

the Honorable Judge David O. Carter in the Central District of California under the

following case numbers: Terri N. White, et al. v. Experian Information Solutions,


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Inc., Case No. cv 05-01070 (lead case number); Terri N. White, et al. v. Equifax

Information Services LLC, Case No. cv 05-7821; Terri N. White, et al. v.

TransUnion LLC, cv 05-1073; Jose Hernandez v. Equifax Information Services,

LLC, et al., Case No. cv 06-3924; Jose L. Acosta et al., v. TransUnion LLC, et al.,

Case No. cv 06-5060; and Kathryn L. Pike v. Equifax Information Services, LLC,

Case No. cv 05-1172;

G. WHEREAS, Plaintiffs in the various cases have undertaken

substantial investigation and formal discovery in the Litigation (including review

of tens of thousands of pages of documents, retention and consultation of

numerous experts in the fields of credit reporting and consumer bankruptcies,

interviews with numerous consumers, review of thousands of consumer credit

reports, creation and review of several credit scoring analyses, creation and review

of several accuracy analyses, and about 50 depositions) in support of the

prosecution of the Litigation and settlement negotiations relating thereto;

H. WHEREAS, the Parties have vigorously litigated these matters, which

included more than 40 depositions, a motion to dismiss, a motion for summary

judgment on willfulness, voluminous document productions and review, and four

rounds of briefing concerning class certification;

I. WHEREAS, on or about August 15, 2007, the Court urged the Parties

to proceed to mediation and, since then, the Parties have conducted arms-length,

contentious, lengthy, and complicated negotiations (with the participation of

Defendants’ insurance carriers) that have included at least six in-person mediation

sessions with the Hon. Lourdes Baird (Ret.), four in-person mediation sessions

with mediator Randall Wulff, one in-person mediation session with the Hon.

Daniel Weinstein (Ret.), one in-person mediation session with the Hon. Dickran

Tevrizian (Ret.), and numerous telephonic sessions involving counsel for the

Parties;


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J. WHEREAS, on or about April 3, 2008, the Parties to the Litigation

entered into the Injunctive Relief Settlement Agreement in which Defendants

agreed to retroactively update the credit files of 23(b)(2) Settlement Class

Members to reflect the discharge of certain categories of pre-bankruptcy civil

judgments and tradelines. Defendants also agreed to adopt new procedures for the

update of certain pre-bankruptcy civil judgments and tradelines when a public

record entry of the bankruptcy has been added to the consumer’s file. On August

19, 2008, the Court approved these new procedures, found them to be reasonable

under the FCRA, and entered an Approval Order Regarding Settlement and

Release regarding the injunctive relief pursuant to the Injunctive Relief Settlement

Agreement (Docket No. 290)1;

K. WHEREAS, each Defendant separately represents that since on or

about August 19, 2008, and continuously to the present, it has fully complied with

the terms of the Injunctive Relief Settlement;

L. WHEREAS, on January 26, 2009, counsel for the parties to the

Litigation appeared for a hearing on Plaintiffs’ Motion for Class Certification and,

prior to the scheduled hearing, the Court issued a tentative ruling denying

Plaintiffs’ Motion for Class Certification pursuant to Fed. R. Civ. P. 23(b)(3) and

directed the Parties to make a final attempt to settle the Litigation;

M. WHEREAS, on February 5, 2009, the parties and their counsel

appeared for a mediation and reported to the Court that they had reached an

agreement in principle for what would later be memorialized as the 2009 Proposed

Settlement;

1 Unless otherwise indicated, all references herein to Docket Numbers refer

to filings in lead case White, et al. v. Experian, No. 05-cv-1070-DOC.


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N. WHEREAS, the Parties entered into the written 2009 Proposed

Settlement in April 2009, which provided for a $45 Million settlement fund ($15

Million per Defendant);

O. WHEREAS, the Court granted preliminary approval of the 2009

Proposed Settlement on May 7, 2009;

P. WHEREAS, on June 12, 2009, the Court issued an Order to Deposit

the Settlement Fund into the Registry Account of the Court;

Q. WHEREAS, Defendants made their respective deposits, totaling $45

Million from all Defendants, into the Registry Account of the Court by June 19,

2009;

R. WHEREAS, funds totaling $7,649,333.82 were withdrawn from the

Registry Account of the Court for costs associated with the notice program under

the 2009 Proposed Settlement, pursuant to Court Orders, on the following dates:

October 6, 2009, December 7, 2009, March 25, 2010, May 7, 2010, July 10, 2010,

March 25, 2011, August 24, 2011, September 12, 2011, and March 17, 2016;

S. WHEREAS, interest has been accruing on the funds in the Registry

Account of the Court and as of December 31, 2016, a total of $273,256.87 in

interest has accrued, and additional interest will continue to accrue on those funds;

T. WHEREAS, in connection with the 2009 Proposed Settlement, GCG

signed a form of acknowledgment and agreement to be bound by the

Confidentiality Agreement on or about February 26, 2010, which the Parties agree

shall remain in full force and effect and any new Confidential Information, as

defined in the Confidentiality Agreement, shall be subject to the Confidentiality

Agreement;

U. WHEREAS, the Court granted final approval of the 2009 Proposed

Settlement on July 15, 2011, and a corrected order issued on September 10, 2011

(Docket No. 837);


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V. WHEREAS, the 2009 Proposed Settlement was appealed, and

although the United States Circuit Court of Appeals for the Ninth Circuit vacated

the District Court judgment which approved the 2009 Proposed Settlement, it made

no comment or ruling regarding the substantive terms of the 2009 Proposed

Settlement (other than with respect to the class representatives’ service awards);

W. WHEREAS, the Parties resumed settlement negotiations and attended

a mediation with the Hon. Daniel Weinstein (Ret.) on August 25, 2016, but were

unable to reach a settlement at that time;

X. WHEREAS, Plaintiffs filed a Motion for Leave to File a Third

Amended Complaint on September 19, 2016, seeking leave to amend the alleged

class definition and add two additional class representatives (Docket No. 1005),

and Defendants filed an Opposition thereto on September 27, 2016 (Docket No.

1007);

Y. WHEREAS, the Court tentatively denied Plaintiffs’ Motion for Leave

to File a Third Amended Complaint on October 11, 2016, and directed the Parties

to attend a mediation with the Hon. Dickran Tevrizian (Ret.);

Z. WHEREAS, this Amended Settlement Agreement memorializes the

agreement in principle reached with the efforts of the Hon. Dickran Tevrizian

(Ret.) on November 7, 2016, as amended in response to the Court’s comments at

the hearing on May 30, 2017;

AA. WHEREAS, Defendants represent that this Amended Settlement

Agreement was reached only after each Defendant’s respective insurance carriers

agreed to fund such Defendant’s required payments under this Amended

Settlement Agreement, subject to such Defendant’s exhaustion of any remaining

self-insured retention.

BB. WHEREAS, the Parties are willing to enter into this Amended

Settlement Agreement to settle the monetary claims of the 23(b)(3) Settlement


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Class because of, among other reasons, the attendant expense, risks, difficulties,

delays, and uncertainties of continued litigation;

CC. WHEREAS, Plaintiffs and Proposed 23(b)(3) Settlement Class

Counsel believe that this Amended Settlement Agreement provides fair,

reasonable, and adequate relief to the 23(b)(3) Settlement Class, and is in the best

interests of the 23(b)(3) Settlement Class as a whole;

DD. WHEREAS, Defendants deny all claims asserted against them in the

Litigation, deny that class certification would be appropriate if the cases are

litigated rather than settled, deny all allegations of wrongdoing and liability, and

deny that anyone was harmed by the conduct alleged, but nevertheless desire to

settle Plaintiffs’ monetary claims on the terms and conditions set forth in this

Amended Settlement Agreement solely for the purpose of avoiding the burden,

expense, risk and uncertainty of continuing the proceedings on those issues in the

Litigation, and for the purpose of putting to rest the controversies engendered;

NOW THEREFORE, IT IS AGREED, by and among the Parties, without

(i) any admission or concession on the part of Plaintiffs of the lack of merit of the

Litigation whatsoever, or (ii) any admission or concession of liability or

wrongdoing or the lack of merit of any defense whatsoever by Defendants, that the

Litigation and all claims of the 23(b)(3) Settlement Class for monetary damages be

settled, compromised, and dismissed on the merits and with prejudice as to

Defendants on the terms set forth below, subject to the approval of the Court.

The recitals stated above are true and accurate and are hereby made a part of

the Amended Settlement Agreement.

I. DEFINITIONS

As used in this Amended Settlement Agreement, the terms defined below

shall have the meanings assigned to them when capitalized in the same fashion as

in this Part I, and any other terms that relate to the credit reporting industry shall


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have the customary meaning accorded to those terms in the credit reporting

industry.

1.1 “Actual Damage Award” means the cash payment that may be

available to an eligible 23(b)(3) Settlement Class Member who elects to receive an

actual damage award on his or her Claim Form or is deemed to have submitted a

Claim for an actual damage award pursuant to Subsection 7.1a.

1.2 “Actual Damage Award Claimant” means a 23(b)(3) Settlement Class

Member who elected to receive an Actual Damage Award on his or her Claim

Form, or who is deemed to have submitted a Claim for an Actual Damage Award

pursuant to Subsection 7.1a.

1.3 “Amended Settlement Agreement” means this Amended Settlement

Agreement and Release.

1.4 “Available Convenience Award Funds” means the remaining portion

of the Settlement Fund after subtracting from the total amount of the Settlement

Fund the sum of all (1) costs in connection with the Notice Plan; (2) Service

Awards, if any, paid to Plaintiffs; (3) amounts paid for Monetary Relief Fees; and

(4) estimated amounts to be paid for Actual Damage Awards, which shall be

calculated by the Settlement Administrator by identifying the highest award to

which each Actual Damage Award Claimant may be entitled, multiplying the total

number of such Claims in each category, and totaling the results for all categories;

in no event shall the Available Convenience Award Funds be less than $10

Million.

1.5 “Bankruptcy Date” means the month during which—according to an

entry in the public records section as reflected in the applicable Defendant’s

computer systems—a Consumer filed a bankruptcy petition that later led to a

public record in the Consumer’s File of the entry of a discharge order pursuant to


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Chapter 7 of the United States Bankruptcy Code. The “Bankruptcy Date” may be

reflected as the “date filed” in the public records section of a Consumer’s File.

1.6 “CAFA Notice” means the notice requirements interposed by 28

U.S.C. § 1715.

1.7 “CCRAA” means the California Consumer Credit Reporting Agencies

Act, Cal. Civ. Code § 1785, et seq.

1.8 “Claim Deadline” shall be sixty (60) days following the Notice

Deadline.

1.9 “Claim Form” or “Claim” means the claim form (in a form

substantially similar to that attached hereto as Exhibit D and approved by the

Court) to be submitted by 23(b)(3) Settlement Class Members in order to be

eligible to receive a Monetary Award or a Non-Monetary Award.

1.10 “Claimant” means a proposed 23(b)(3) Settlement Class Member who

properly registers or submits a Claim pursuant to Subsection 7.1a, or who is

deemed to have submitted a Claim pursuant to that Subsection.

1.11 “Closed Account” means that an account is reporting with a zero

balance and has a narrative or other code indicating that the account was closed by

a consumer or creditor in a month that predates the Bankruptcy Date.

1.12 “Confidentiality Agreement” means the Stipulated Protective Order

entered by the Court on December 20, 2006.

1.13 “Consumer” means a natural person residing in the United States of

America or its territories whose File in a Defendant’s computer systems includes,

or at any time from March 15, 2002 to May 11, 2009 (or for residents of the State

of California in the case of Defendant TransUnion, from May 12, 2001 to May 11,

2009) included, a public record entry reporting an order of discharge pursuant to

Chapter 7 of the United States Bankruptcy Code, as determined from the

Defendant’s current Files and/or archived files as retrieved on an annual basis.


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1.14 “Convenience Award” means the cash payment that may be available

to an eligible 23(b)(3) Settlement Class Member who elects to receive a

convenience award on his or her Claim Form or is deemed to have submitted a

Claim for a convenience award pursuant to Subsection 7.1a.

1.15 “Convenience Award Claimant” means a 23(b)(3) Settlement Class

Member who elected to receive a Convenience Award on his or her Claim Form,

or who is deemed to have submitted a Claim for a Convenience Award pursuant to

Subsection 7.1a.

1.16 “Court” means the United States District Court for the Central District

of California.

1.17 “Date of Initial Delinquency” means the first month during which a

derogatory event is reported for a tradeline, as shown in the applicable Defendant’s

records. Based upon differences in reporting methods, each Defendant may, at its

option, use such dates as the Purge Date, Date of First Delinquency or Date of Last

Activity to determine the Date of Initial Delinquency for purposes of compliance

with this Amended Settlement Agreement.

1.18 “Defendants” means Equifax, Experian, and TransUnion.

1.19 “Defendants’ Counsel” means Jones Day, Troutman Sanders LLP,

and Stroock & Stroock & Lavan LLP.

1.20 “Effective Date” means the date on which this Court’s entry of the

Final Approval Order and this Court’s orders regarding Monetary Relief Fees and

Injunctive Relief Fees have all become final because either (i) no appeal of the

Final Approval Order or the Court’s orders referenced above have been filed and

the time provided in the applicable rules of procedure within which an appeal may

be filed has lapsed, or (ii) if one or more timely appeals have been filed, all such

appeals are finally resolved, with no possibility of further appellate review,


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resulting in final judicial approval of this Settlement. For purposes of this

definition, the term “appeal” includes writ proceedings.

1.21 “Email Notice” means the notice (in a form substantially similar to

that attached hereto as Exhibit A and approved by the Court) that will be

transmitted via email to certain proposed 23(b)(3) Settlement Class Members

pursuant to the Notice Plan.

1.22 “Equifax” means Equifax Information Services LLC.

1.23 “Equifax’s Counsel” means Troutman Sanders LLP.

1.24 “Experian” means Experian Information Solutions, Inc.

1.25 “Experian’s Counsel” means Jones Day.

1.26 “FCRA” means the federal Fair Credit Reporting Act, 15 U.S.C. §

1681, et seq.

1.27 “FCRA State Equivalents” means any statute or regulation of any

state, U.S. territory, the District of Columbia, or Puerto Rico, that has the purpose

or effect of regulating the collection or reporting of consumer credit information

(including, without limitation, the CCRAA, and New York’s Fair Credit Reporting

Act, General Business Law Article 25, §§ 380-380-u).

1.28 “File” means a “file,” as defined in 15 U.S.C. § 1681a(g), in a

Defendant’s computer system.

1.29 “Final Approval” means the approval of the Amended Settlement

Agreement by the Court at or after the Final Approval Hearing, and entry on the

Court’s docket of the Final Approval Order.

1.30 “Final Approval Order” means a final order and judgment entered by

the Court giving Final Approval of the Amended Settlement Agreement and

dismissing with prejudice Plaintiffs’ claims for monetary relief that is in a form

mutually agreeable to the Parties, and entering a judgment according to the terms

set forth in this Amended Settlement Agreement.


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1.31 “Final Approval Hearing” or “Final Fairness Hearing” means the

hearing at which the Court will consider and finally decide whether to approve this

Settlement, enter a judgment, and make such other rulings as are contemplated by

this Settlement. The Final Approval Hearing shall not be scheduled for a date less

than 90 days following CAFA Notice as set forth in Section 6.4.

1.32 “GCG” means the Garden City Group, LLC and all of its successors,

assigns, agents and/or representatives.

1.33 “Injunctive Relief Fee Agreement” means the settlement agreement

addressing the payment of 23(b)(2) Settlement Class Counsel’s fees in connection

with the Injunctive Relief Settlement, filed with the Court on May 1, 2009 (Docket

No. 413-2).

1.34 “Injunctive Relief Fees” means the attorneys’ fees and expenses,

including fees for expert witnesses, incurred by 23(b)(2) Settlement Class Counsel

and to be awarded in connection with their efforts in achieving the Injunctive

Relief Settlement.

1.35 “Injunctive Relief Settlement” means the Settlement Agreement and

Release filed with the Court in this action on April 3, 2008, pursuant to which on

August 19, 2008, the Court entered an Approval Order Regarding Settlement

Agreement and Release (Docket No. 290).

1.36 “Litigation” means Terri N. White, et al. v. Experian Information

Solutions, Inc., Case No. cv 05-01070 (lead case number); Terri N. White, et al. v.

Equifax Information Services LLC, Case No. cv 05-7821; Terri N. White, et al. v.

TransUnion LLC, cv 05-1073; Jose Hernandez v. Equifax Information Services,

LLC, et al., Case No. cv 06-3924; Jose L. Acosta et al., v. TransUnion LLC, et al.,

Case No. cv 06-5060; and Kathryn L. Pike v. Equifax Information Services, LLC,

Case No. cv 05-1172.


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1.37 “Mail Notice” means the notice (in a form substantially similar to that

attached hereto as Exhibit B and approved by the Court) that will be mailed to

certain proposed 23(b)(3) Settlement Class Members pursuant to the Notice Plan.

1.38 “Monetary Award” means a cash payment that may be available to

eligible 23(b)(3) Settlement Class Members pursuant to Section 7.2 of this

Agreement.

1.39 “Monetary Award Claimant” means a 23(b)(3) Settlement Class

Member who elected to receive a Monetary Award on his or her Claim Form or is

deemed to have submitted a Claim for a Monetary Award pursuant to Subsection

7.1a.

1.40 “Monetary Relief Fees” means the attorneys’ fees and expenses,

including fees for expert witnesses, incurred by Proposed 23(b)(3) Settlement

Class Counsel in prosecuting and settling the Litigation, but excluding the

Injunctive Relief Fees, as defined in Section 1.34.

1.41 “Non-Monetary Award” means the non-monetary relief that may be

available to eligible 23(b)(3) Settlement Class Members pursuant to Section 7.3 of

this Agreement.

1.42 “Non-Monetary Award Claimant” means a 23(b)(3) Settlement Class

Member who elected to receive a Non-Monetary Award on his or her Claim Form.

1.43 “Notice Deadline” shall be ninety (90) days following entry of the

Preliminary Approval Order.

1.44 “Notice Plan” means the plan for disseminating notice to 23(b)(3)

Settlement Class Members as described in Section VI.

1.45 “Objection” means a written objection to the Settlement filed by a

23(b)(3) Settlement Class Member as described in Section IX.

1.46 “Objection Deadline” shall be sixty (60) days following the Notice

Deadline.


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1.47 “Opt-Out Deadline” shall be sixty (60) days following the Notice

Deadline.

1.48 “Original Class List” means the list of identified 23(b)(3) Settlement

Class Members prepared pursuant to the procedures set forth in the 2009 Proposed

Settlement Agreement.

1.49 “Original Monetary Contribution” means the $45 Million contribution

from Defendants into the Registry of the Court in June 2009 in connection with the

2009 Proposed Settlement.

1.50 “Parties” means Plaintiffs, Equifax, Experian, and TransUnion, and

“Party” means Plaintiffs, Equifax, Experian, or TransUnion.

1.51 “Plaintiffs” means the settling plaintiffs, specifically, Jose Hernandez,

Robert Randall, Bertram Robison, Kathryn Pike, Camille Chapman, and Lewis

Mann.

1.52 “Post-bankruptcy Credit Report” means a credit report, as defined in

15 U.S.C. § 1681a(d), that is issued by a Defendant on or after the Bankruptcy

Date and before May 11, 2009.

1.53 “Pre-bankruptcy Civil Judgment” means a public record judgment that

a Defendant reported in a Consumer’s File with either a month filed or a month of

judgment (or both) that predates or is equal to the Bankruptcy Date in such File.

1.54 “Pre-bankruptcy Collection Account” means an account identified by

a Defendant as reflecting the collection activity of a third party collection agency

or debt buyer on behalf of the original creditor that is reported with a Date of

Initial Delinquency, a date referred to collection, or an date opened month that

predates or is equal to the Bankruptcy Date.

1.55 “Pre-bankruptcy Installment or Mortgage Loan” means an installment

or mortgage loan that a Defendant reported in a Consumer’s File with a date

opened month that predates or is equal to the Bankruptcy Date in such File.


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1.56 “Pre-bankruptcy Revolving Account” means a revolving account,

open account, or line of credit that at least one of the Defendants reported in a

Consumer’s File with a date opened month that predates or is equal to the

Bankruptcy Date in such File.

1.57 “Preliminary Approval” means the preliminary approval of the

Amended Settlement Agreement by the Court, conditional certification of the

23(b)(3) Settlement Class, and approval of the method and content of notice to the

23(b)(3) Settlement Class.

1.58 “Proposed 23(b)(3) Settlement Class Counsel” or “23(b)(3)

Settlement Class Counsel” means Leonard A. Bennett, Consumer Litigation

Associates, P.C.; Michael Caddell and Cynthia Chapman, Caddell & Chapman;

Michael W. Sobol, Lieff Cabraser Heimann & Bernstein; Charles Delbaum and

Stuart T. Rossman, National Consumer Law Center; Jim Francis, Francis &

Mailman, PC; F. Paul Bland and Arthur Bryant, Public Justice, P.C.; and Lee A.

Sherman, Callahan Thompson Sherman & Caudill LLP.

1.59 “Registry Account” means the account with the Registry of the Court

created by the Court’s June 12, 2009 Order (Docket No. 439).

1.60 “Rejection Notice” means the notice provided by the Settlement

Administrator to any Claimant whose Claim Form has been rejected.

1.61 “Released Claims” means and includes any and all duties, obligations,

demands, claims, actions, causes of action, suits, damages, rights or liabilities of

any nature and description whatsoever, whether arising under local, state or federal

law, whether by Constitution, statute (including, but not limited to, the FCRA and

FCRA State Equivalents), tort, contract, common law or equity or otherwise,

whether known or unknown, concealed or hidden, suspected or unsuspected,

anticipated or unanticipated, asserted or unasserted, foreseen or unforeseen, actual

or contingent, liquidated or unliquidated, fixed or contingent, that have been or


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could have been asserted in the Litigation based upon the Defendants’ furnishing

of consumer reports during the Class period identified in Section 1.75 based upon

the fact or allegation that they contained false or misleading reporting of debts,

accounts, judgments, or public records, or other obligations, that had been

discharged in bankruptcy or their alleged failure to have properly reinvestigated

such inaccuracies, by Plaintiffs or the 23(b)(3) Settlement Class Members or any of

their respective heirs, spouses, executors, administrators, partners, attorneys,

predecessors, successors, assigns, agents and/or representatives, and/or anyone

acting or purporting to act on their behalf, except for any such claims that were the

subject of pending litigation on November 7, 2016, against an unaffiliated vendor

of any of the Defendants. Released Claims include, but are not limited to, all

claimed or unclaimed compensatory damages, damages for emotional distress,

actual damages, statutory damages, consequential damages, incidental damages,

treble damages, punitive and exemplary damages, as well as all claims for

equitable, declaratory or injunctive relief under any federal or state statute or

common law or other theory that was alleged or could have been alleged based on

the facts forming the basis for the Litigation, including but not limited to any and

all claims under deceptive or unfair practices statutes, or any other statute,

regulation or judicial interpretation. Released Claims further include interest, costs

and fees arising out of any of the claims asserted or that could have been asserted

in the Litigation. Notwithstanding the foregoing, nothing in this Amended

Settlement Agreement shall be deemed a release of the Parties’ respective rights

and obligations under this Amended Settlement Agreement.

1.62 “Released Parties” means and refers to: (i) Equifax and its present,

former and future officers, directors, partners, employees, agents, attorneys,

servants, heirs, administrators, executors, members, member entities, shareholders,

predecessors, successors, affiliates (including, without limitation, CSC Credit


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Services, Inc.), subsidiaries, parents, representatives, trustees, principals, insurers,

investors, vendors and assigns, individually, jointly and severally; (ii) Experian and

its present, former and future officers, directors, partners, employees, agents,

attorneys, servants, heirs, administrators, executors, members, member entities,

shareholders, predecessors, successors, affiliates, subsidiaries, parents,

representatives, trustees, principals, insurers, investors, vendors and assigns,

individually, jointly and severally; and (iii) TransUnion and its present, former and

future officers, directors, partners, employees, agents, attorneys, servants, heirs,

administrators, executors, members, member entities, shareholders, predecessors,

successors, affiliates, subsidiaries, parents, representatives, trustees, principals,

insurers, investors, vendors and assigns, individually, jointly and severally.

1.63 “Second Amended Complaints” means the three separate Second

Amended Consolidated Class Action Complaints, one against each Defendant filed

in the Litigation.

1.64 “Settlement” means the agreement between Plaintiffs, on behalf of

themselves and as proposed representatives of the 23(b)(3) Settlement Class, and

Equifax, Experian, and TransUnion, to settle and compromise all of Plaintiffs’ and

the 23(b)(3) Settlement Class’ claims in the Litigation for monetary damages,

including without limitation actual, statutory and punitive damages, (and all issues

relating thereto), fully, finally and forever, as memorialized in this Amended

Settlement Agreement and the accompanying documents attached hereto.

1.65 “Settlement Administrator” means the settlement administrator

selected by the Parties and approved by the Court with regard to this Settlement.

1.66 “Settlement Fund” means the already-existing amounts in the

Registry Account paid by Defendants in connection with the 2009 Proposed

Settlement, together with any accrued interest on those amounts, and the additional

$1,000,000 to be paid by Defendants.


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1.67 “Settlement Website” means the Internet Website established by GCG

and maintained by the Settlement Administrator for purposes of facilitating notice

to, and communicating with, the 23(b)(3) Settlement Class.

1.68 “Taxes” means any taxes, including any estimated taxes, interest or

penalties, arising with respect to the income earned by the Registry Account,

including any taxes or tax detriments that may be imposed upon the Released

Parties with respect to any income earned by the Settlement Fund for any period

during which the Settlement Fund does not qualify as a “qualified settlement fund”

for federal or state income tax purposes.

1.69 “Tax Expenses” means expenses and costs incurred in connection

with the operation and implementation of Taxes in connection with the Registry

Account, including, without limitation, expenses of tax attorneys and/or

accountants and mailing and distribution costs and expenses relating to filing (or

failing to file) the returns described in Subsection 4.2b.

1.70 “TransUnion” means TransUnion LLC.

1.71 “TransUnion’s Counsel” means Stroock & Stroock & Lavan LLP.

1.72 “2009 Proposed Settlement” or “2009 Proposed Settlement

Agreement” means the Settlement Agreement and Release for monetary relief

entered into by the Parties in April 2009 (Docket No. 384).

1.73 “Updated Class List” means the Original Class List updated by the

Defendants and the Settlement Administrator with the last known mailing address

as well as email address for each Consumer on the Original Class List as more

fully detailed in paragraph 6.1.

1.74 “23(b)(2) Settlement Class” means the defined class of persons as set

forth in paragraph 3.35 in the Injunctive Relief Settlement Agreement.

1.75 “23(b)(3) Settlement Class” or “23(b)(3) Settlement Class Member”

shall mean and refer to all Consumers who have received an order of discharge


19

pursuant to Chapter 7 of the United States Bankruptcy Code and who, any time

between and including March 15, 2002 and May 11, 2009 (or, for California

residents in the case of TransUnion, any time between and including May 12, 2001

and May 11, 2009), have been the subject of a Post-bankruptcy Credit Report

issued by a Defendant in which one or more of the following appeared:

a. A Pre-bankruptcy Civil Judgment that was reported as

outstanding (i.e., it was not reported as vacated, satisfied, paid, settled or

discharged in bankruptcy) and without information sufficient to establish that it

was, in fact, excluded from the bankruptcy discharge;

b. A Pre-bankruptcy Installment or Mortgage Loan that was

reported as delinquent or with a derogatory notation (other than “discharged in

bankruptcy,” “included in bankruptcy” or similar description) and without

information sufficient to establish that it was, in fact, excluded from the

bankruptcy discharge;

c. A Pre-bankruptcy Revolving Account that was reported as

delinquent or with a derogatory notation (other than “discharged in bankruptcy,”

“included in bankruptcy” or similar description) and without information sufficient

to establish that it was, in fact, excluded from the bankruptcy discharge; and/or

d. A Pre-bankruptcy Collection Account that remained in

collection after the Bankruptcy Date.

This definition is intended to be coterminous with the definitions of

“23(b)(3) Settlement Class” and “23(b)(3) Settlement Class Member” in the 2009

Proposed Settlement.

Provided, however, that for purposes of this Agreement, “23(b)(3)

Settlement Class” and “23(b)(3) Settlement Class Member” shall exclude: (i) all

persons who timely and validly request exclusion from the Class as set forth in this

Agreement; (ii) all Consumers who would qualify for membership in the “23(b)(3)


20

Settlement Class” based solely on a Post-bankruptcy Credit Report for which the

Consumer has separately released all claims as to the issuing Defendant; (iii)

Defendants’ officers, directors, and employees; (iv) Defendants’ attorneys; (v)

Plaintiffs’ attorneys; and (vi) any judge or judges assigned to preside over or

review this matter, and the members of his or her immediate family.

II. NO ADMISSION OF LIABILITY OR ELEMENTS OF CLASS

CERTIFICATION AND CONDITIONAL CERTIFICATION OF

23(B)(3) SETTLEMENT CLASS

2.1 Defendants’ Denial of Wrongdoing or Liability

Defendants have asserted and continue to assert many defenses to this

Litigation and have expressly denied and continue to deny any fault, wrongdoing

or liability whatsoever arising out of the conduct alleged in the Litigation.

Defendants expressly deny any fault, wrongdoing or liability whatsoever, as well

as the validity of each of the claims and prayers for relief asserted in the Litigation.

The Parties expressly acknowledge and agree that neither the fact of, nor any

provision contained in, this Amended Settlement Agreement nor any of the

implementing documents or actions taken under them, shall constitute or be

construed as any admission of the validity of any claim, any status, or any fact

alleged in the Litigation or any fault, wrongdoing, violation of law, or liability of

any kind on the part of Defendants, or any admission by Defendants of any claim

or allegation made in any action or proceeding against Defendants. Defendants

have denied and continue to deny each and all of the claims and allegations in the

Litigation. Neither this Amended Settlement Agreement nor any document

referred to herein, nor any action taken to carry out this Amended Settlement

Agreement and/or the Settlement, nor their willingness to enter into this Amended

Settlement Agreement, nor any or all negotiations, communications, and

discussions associated with them are, or may be construed as, or may be used in


21

any proceeding as, an admission by or against any or all Defendants of any fault,

wrongdoing or liability whatsoever, or any infirmity of any defenses asserted by

any or all Defendants.

2.2 No Admission by Defendants of Elements of Class Certification

Defendants deny that a class should be certified other than for purposes of

this Settlement and reserve their rights to contest any litigation class motion.

Defendants contend that this Litigation could not be certified as a class action

under Federal Rule of Civil Procedure 23(b)(3) and, indeed, this Court has issued

written tentative rulings denying certification of a litigation class that had been

proposed by Plaintiffs as well as denying leave to amend Plaintiffs’ proposed

litigation classes. Nothing in this Amended Settlement Agreement shall be

construed as an admission by any Defendant that this Litigation or any similar case

is amenable to class certification for trial purposes. Furthermore, nothing in this

Amended Settlement Agreement shall prevent any Defendant from opposing class

certification or seeking de-certification of the conditionally certified 23(b)(3)

Settlement Class if Final Approval of this Settlement is not obtained, or not upheld

on appeal, including review by the United States Supreme Court.

2.3 Motion for Preliminary Approval

As soon as practicable, Proposed 23(b)(3) Settlement Class Counsel shall

file this Amended Settlement Agreement with the Court together with a motion for

Preliminary Approval that seeks entry of an order that would, for settlement

purposes only: (i) preliminarily approve the Settlement reflected herein as fair,

adequate and reasonable to the 23(b)(3) Settlement Class Members as described in

Section 1.75, and within the reasonable range of possible final approval;

(ii) conditionally certify the Settlement Class for settlement purposes only and

appoint 23(b)(3) Settlement Class Counsel as counsel for the 23(b)(3) Settlement

Class for settlement purposes only; (iii) approve the proposed class notices to the


22

23(b)(3) Settlement Class in forms substantially similar to those attached hereto as

Exhibits A-C and find that the Notice Program constitutes the best notice

practicable under the circumstances, provides due and sufficient notice to the

23(b)(3) Settlement Class, and fully satisfies the requirements of due process and

Federal Rule of Civil Procedure 23; (iv) direct that notice be provided to the

23(b)(3) Settlement Class, in accordance with this Agreement; (v) set a deadline

sixty (60) days after the Notice Deadline, after which no one shall be allowed to

submit a Claim, object to the Settlement or exclude himself or herself from the

Settlement Class or seek to intervene; (vi) approve the Claim Form, attached hereto

as Exhibit D; (vii) establish a procedure for Settlement Class Members to submit a

Claim, object to the Settlement or exclude themselves from the Settlement Class;

(viii) pending determination of whether the Settlement should be finally approved,

bar and enjoin all persons in the 23(b)(3) Settlement Class, directly, on a

representative basis or in any other capacity, from commencing or prosecuting

against any of the Released Parties any action, arbitration, or proceeding in any

court, arbitration forum or tribunal asserting any of the Released Claims unless

they timely opt out of the Settlement; (ix) pending final determination of whether

the Settlement should be approved, stay all proceedings except those related to

effectuating the Settlement; (x) appoint a Settlement Administrator; and (xi)

schedule a hearing to consider Final Approval of the Settlement, which shall be

scheduled in compliance with 28 U.S.C. § 1715(d) no earlier than thirty (30) days

after the Objection Deadline.

III. CONSIDERATION TO THE CLASS

3.1 Monetary Consideration

a. Waiver of Right to Original Monetary Contribution. All

outstanding amounts from the Original Monetary Contribution remaining in the

Registry of the Court, including interest earned through date of distribution, shall


23

be used for the benefit of the 23(b)(3) Settlement Class Members consistent with

this Amended Settlement Agreement. As of the Effective Date, Defendants will

waive their rights to have the Original Monetary Contribution returned.

b. $1 Million Additional Contribution. Defendants shall

contribute, in total, an additional $1 Million (i.e., $333,333.33 per Defendant as set

forth in Section 4.1 below) into the Registry of the Court to be used to the benefit

of the 23(b)(3) Settlement Class Members consistent with this Amended

Settlement Agreement within five (5) business days of the Effective Date.

3.2 Non-Monetary Consideration

Defendants shall provide non-monetary consideration to the 23(b)(3)

Settlement Class as set forth in Schedule 3.2 hereto.

IV. SETTLEMENT FUND

4.1 Deposit into the Settlement Fund

a. Pursuant to an Order of this Court, within five (5) court days

following the Effective Date, each Defendant shall cause to be deposited into the

Registry Account an amount equal to three hundred thirty-three thousand and three

hundred thirty-three dollars and thirty-three cents ($333,333.33). The Defendants’

obligations to pay are several, and not joint.

b. Until such time as the Settlement Fund shall be used or

disbursed as provided in this Amended Settlement Agreement and as approved by

the Court, the Settlement Fund shall be held in the Registry Account and invested

in accordance with 28 U.S.C. § 2041.

4.2 Settlement Fund Tax Status

a. Settlement Fund and the Registry Account in which the

Settlement Fund is deposited shall continue to be treated as being at all times a

“qualified settlement fund” within the meaning of Treas. Reg. § 1.468B-1. Each

Defendant’s deposit shall, therefore, be treated as being at all times a “qualified


24

settlement fund” or part of a previously established qualified settlement fund, as

the case may be.

b. The Settlement Administrator shall timely make such elections

as necessary or advisable to carry out the provisions of this Subsection, including

the “relation-back election” (as defined in Treas. Reg. § 1.468B-1) back to the

earliest permitted date. Such elections shall be made in compliance with the

procedures and requirements contained in such regulations. It shall be the

responsibility of the Settlement Administrator to timely and properly prepare and

deliver the necessary documentation for signature by all necessary parties, and

thereafter to cause the appropriate filing to occur.

c. For the purpose of Treasury Regulation § 1.468B of the Internal

Revenue Code of 1986, as amended, and the regulations promulgated thereunder,

the “administrator” shall be the Settlement Administrator. The Settlement

Administrator shall timely and properly file all informational and other tax returns

necessary or advisable with respect to the Settlement Fund (including, without

limitation, the returns described in Treas. Reg. § 1.468B-2(k)). Such returns (as

well as the election described in Subsection a above) shall be consistent with this

Subsection and in all events shall reflect that all Taxes (including any estimated

Taxes, interest or penalties) on the income earned by the Settlement Fund shall be

paid out of the Settlement Fund as provided in Subsection d below.

d. All Taxes and Tax Expenses shall be paid out of the Settlement

Fund; in no event shall the Released Parties have any responsibility for or liability

with respect to the Taxes or the Tax Expenses. The Settlement Administrator shall

indemnify and hold the Released Parties harmless for Taxes and Tax Expenses

(including, without limitation, Taxes payable by reason of any such

indemnification). Further, Taxes and Tax Expenses shall be timely paid by the

Settlement Administrator out of the Settlement Fund without prior order from the


25

Court, and the Escrow Agent shall be obligated (notwithstanding anything herein

to the contrary) to withhold from distribution any funds necessary to pay such

amounts, including the establishment of adequate reserves for any Taxes and Tax

Expenses (as well as any amounts that may be required to be withheld under Treas.

Reg. § 1.468B-2(l)); the Released Parties are not responsible therefor nor shall they

have any liability with respect thereto. The Parties hereto agree to cooperate with

the Settlement Administrator, each other, and their tax attorneys and accountants to

the extent reasonably necessary to carry out the provisions of this Section.

4.3 Use and Disbursement of Settlement Fund

The Settlement Fund shall be used only in the manner and for the purposes

provided for in this Amended Settlement Agreement. No part of the Settlement

Fund shall revert to the Defendants. No portion of the Settlement Fund shall be

disbursed except as expressly provided for herein:

a. After Preliminary Approval, the Parties shall jointly petition the

Court to release funds from the Settlement Fund in the Registry of the Court to the

Settlement Administrator for the costs of notice and related administrative

expenses incurred with respect to effecting the Notice Plan as provided in Section

VI;

b. Within ten (10) days of the Effective Date, the Parties shall

jointly petition the Court to release funds from the Settlement Fund in the Registry

of the Court to the Settlement Administrator for payment of the Monetary Relief

Fees as approved by the Court to 23(b)(3) Settlement Class Counsel as provided in

Section 11.1 to the extent that 23(b)(3) Settlement Class Counsel has fulfilled the

obligations set forth in the Agreement.

c. Within ten (10) days of the Effective Date, the Parties shall

jointly petition the Court to release funds from the Settlement Fund in the Registry


26

of the Court to the Settlement Administrator to pay the Settlement Fund Service

Awards approved by the Court, if any, as provided in paragraph 12.1; and

d. Within ten (10) days of the Effective Date, the Parties shall

jointly petition the Court to pay the funds remaining in the Registry of the Court

(after deduction of notice and settlement administration expenses (including

estimated expenses post-Effective Date), paragraph 6.3, Settlement Fund Service

Awards, paragraph 12.1, and the Monetary Relief Fees, paragraph 11.1) to the

Settlement Administrator in trust for distribution to the Claimants. The Settlement

Administrator shall pay all Claims for Monetary Awards, pursuant to the

distribution plan for Monetary Awards, within thirty (30) days of the date that the

funds remaining in the Registry of the Court are paid to the Settlement

Administrator in trust for distribution to the Claimants.

4.4 Capped Fund

Except for the costs of CAFA Notice pursuant to Section 6.4 hereof, all of

the following must be paid from the Settlement Fund: (i) notice and administration

costs; (ii) payments to the Claimants; (iii) Service Awards, if any, and (iv)

payments to 23(b)(3) Settlement Class Counsel for Monetary Relief Fees. The

Parties and their respective counsel agree that under no circumstance will each

Defendant pay or cause to be paid more than $333,333.33, in addition to the $15

Million each Defendant already paid into the Registry of the Court in June 2009 in

connection with the 2009 Proposed Settlement, for a total of $15,333,333.33, or

provide any additional non-monetary benefit except as provided pursuant to this

Settlement, except for the Injunctive Relief Fees as provided for in the Injunctive

Relief Fee Agreement.


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V. RELEASE

5.1 Release of All Claims

Upon the Effective Date, Plaintiffs and each 23(b)(3) Settlement Class

Member and his or her respective spouses, heirs, executors, administrators,

representatives, agents, attorneys, partners, successors, predecessors and assigns

and all those acting or purporting to act on their behalf acknowledge full

satisfaction of, and shall be conclusively deemed to have fully, finally and forever

settled, released and discharged the Released Parties of and from all Released

Claims. Subject to the Court’s approval, all 23(b)(3) Settlement Class Members

shall be bound by this Amended Settlement Agreement and all of their Released

Claims shall be dismissed with prejudice and released as against the Released

Parties, even if they never received actual notice of the Settlement prior to the

hearing on final approval of the Settlement.

5.2 Waiver of California Civil Code Section 1542 and Section 20-7-11 of

the South Dakota Codified Laws.

Plaintiffs, for themselves and for each 23(b)(3) Settlement Class Member,

acknowledge that they are aware that they may hereafter discover facts in addition

to or different from those that they or 23(b)(3) Settlement Class Counsel now

knows or believes to be true with respect to the subject matter of these releases, but

it is their intention to, and they do hereby, upon the Effective Date of this

Amended Settlement Agreement, fully, finally and forever settle and release any

and all Released Claims, without regard to the subsequent discovery or existence

of such different or additional facts. Plaintiffs, for themselves and for each

23(b)(3) Settlement Class Member, waive any and all rights and benefits afforded

by California Civil Code Section 1542, which provides as follows:


28

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Plaintiffs, for themselves and for each 23(b)(3) Settlement Class Member,

also waive any and all rights and benefits afforded by Section 20-7-11 of the South

Dakota Codified Laws, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Plaintiffs, each 23(b)(3) Settlement Class Member and Proposed 23(b)(3)

Settlement Class Counsel understand and acknowledge the significance of this

waiver of California Civil Code Section 1542, Section 20-7-11 of the South Dakota

Codified Laws and/or of any other applicable federal or state law relating to

limitations on releases.

VI. NOTICE

6.1 Update of Original Class List

The Original Class List shall be updated by Defendants within thirty (30)

days of Preliminary Approval with the last known mailing address and Social

Security Number contained in their files for each 23(b)(3) Settlement Class

Member. The Settlement Administrator will then confirm and/or update the last

known mailing addresses as well as obtain email address(es) for each Consumer on

the Updated Class List, to the extent they are not provided on the Updated Class

List and are reasonably available. Defendants shall, without charge, assist the


29

Settlement Administrator in using commercially reasonable procedures to create

the final Updated Class List. 23(b)(3) Settlement Class Counsel will have five (5)

business days to object to the Updated Class List to Defendants in writing, after

which it will be deemed final.

6.2 Notice to Proposed 23(b)(3) Settlement Class by the Settlement

Administrator

For purposes of providing Court-approved class notices and establishing that

the best practicable notice has been given, the provision of class notice will be

accomplished in accordance with the provisions of this Section 6.2.

a. Email Notice or Mail Notice: To the extent email or mail

addresses are not available in the Updated Class List, the Settlement Administrator

will perform reverse look ups in an effort to determine Settlement Class Members’

most recent email and/or mailing address information. The Settlement

Administrator shall rely on Email Notice to notify persons in the Settlement Class;

Mail Notice shall be used to provide notice if: (1) the Settlement Administrator

cannot locate an email address; (2) the Settlement Administrator learns that an e-

mail was undeliverable; and/or (3) the Settlement Administrator does not receive

notice the email was opened by the recipient within a reasonable time period. To the

extent necessary, the Settlement Administrator will perform a search using the

National Change of Address database and update its records prior to mailing. The

Email Notice and Mail Notice shall be in the form attached hereto as Exhibits A

and B, respectively. The Email Notice shall have a “return receipt” or other such

function that permits the Settlement Administrator to reasonably determine

whether emails have been delivered and opened. The Email Notice also shall have

a hyperlink that Settlement Class Member recipients may click and be taken to a

landing page on the Settlement Website. Not later than thirty (30) days before the

Final Fairness hearing, the Settlement Administrator shall cause proof of the


30

mailing of the Email Notice and Mail Notice to be filed with the Court. Neither

the Parties nor the Settlement Administrator shall have any further obligation to

send notice of the Settlement to 23(b)(3) Settlement Class Members.

b. Settlement Website. The Settlement Administrator shall

continue to maintain the Settlement Website dedicated to the Settlement,

http://www.bankruptcydischargesettlement.com, which was established in

connection with the 2009 Proposed Settlement. The Website Notice in the form

attached hereto as Exhibit C, the Claim Form, a copy of this Agreement, the

Preliminary Approval Order and the operative Complaint, in addition to other

relevant case documents, will be available on the Settlement Website beginning

five (5) days following the entry of the Preliminary Approval Order and remain

until the Effective Date. The Settlement Website also shall provide for online

submission of Claim Forms and provide for persons in the Settlement Class to

update their contact information. In addition, the Settlement Website will provide

the text, functionality and means by which 23(b)(3) Settlement Class Members

may elect and receive the non-monetary consideration for the 23(b)(3) Settlement

Class as set forth in Schedule 3.2, and information related thereto. The Parties

agree that, if at any point the domain name for the Settlement Website is changed,

it shall not include the names of any of the Defendants. In addition, the domain

name shall not bear or include Defendants’ or any of their parents’, affiliates’ or

subsidiaries’ logos or trademarks. The Parties agree that the Settlement Website

shall not link to, or appear on, the website(s) of Defendants and/or their parents,

affiliates or subsidiaries. Ownership of the Settlement Website URL shall be

transferred to Defendants within ten (10) days of the date on which operation of

the Settlement Website ceases. Not later than thirty (30) days before the Final

Fairness hearing, the Settlement Administrator shall cause proof of the


31

establishment and maintenance of the Settlement Website to be filed with the

Court.

c. Telephone Assistance Program: The Settlement Administrator

shall continue to operate the toll-free telephone number established in connection

with the 2009 Proposed Settlement to answer questions from 23(b)(3) Settlement

Class Members. The toll-free number will continue to provide access to live

support, a voice response unit or a combination of live support and a voice

response unit. Not later than thirty (30) days before the Final Fairness hearing, the

Settlement Administrator will cause proof of the establishment and maintenance of

the Telephone Assistance Program to be filed with the Court. In addition, 23(b)(3)

Settlement Class Counsel will provide an appropriate means for 23(b)(3)

Settlement Class Members to seek and obtain assistance from 23(b)(3) Settlement

Class Counsel in obtaining the non-monetary consideration for the 23(b)(3)

Settlement Class as set forth in Schedule 3.2.

6.3 Expenses of Notice and Administration

a. All notice, Claims and other administration costs, excluding the

costs associated with CAFA Notice as described in Section 6.4, shall be invoiced

by the Settlement Administrator and paid promptly from the Settlement Fund,

subject to the Court’s approval.

b. Within thirty (30) days after the Effective Date, the Settlement

Administrator will provide to the 23(b)(3) Settlement Class Counsel and

Defendants a detailed statement of the costs that will be incurred in generating and

disbursing checks to Claimants. Within sixty (60) days of the Effective Date and

subject to 23(b)(3) Settlement Class Counsel’s approval, the Settlement

Administrator shall retain this amount from the Settlement Fund to pay for such

costs.


32

c. The total expenses associated with notice, Claims, and

administration shall not increase the amount paid by Defendants as part of the

Settlement under any circumstances. All payments shall come from the Settlement

Fund.

6.4 CAFA Notice

Defendants will send CAFA Notice to the appropriate federal and state

officials identified in 28 U.S.C. § 1715(a), not later than ten (10) days after this

Amended Settlement Agreement is filed with the Court. Defendants shall bear

equal shares of the costs of this CAFA Notice.

VII. CLAIMS AND DISTRIBUTION PLAN

7.1 Claims Administration

a. Claims Procedure. 23(b)(3) Settlement Class Members who do

not opt out of the Settlement Class may submit Claims before the Claim Deadline

(1) by registering for a Claim on the Settlement Website; or (2) returning to the

Settlement Administrator via U.S. mail a Claim Form available on the Settlement

Website or through the Settlement Administrator. Those Consumers who

previously submitted a Claim in connection with the 2009 Proposed Settlement

shall be permitted, but are not required, to renew their Claims by maintaining their

Claim for a Monetary Award or they may elect to instead receive a Non-Monetary

Award. Consumers who previously submitted a valid Claim in connection with the

2009 Proposed Settlement but do not submit a Claim in connection with the

Settlement shall be deemed to have submitted a Claim for an Actual Damage

Award or a Convenience Award, corresponding to the type of Claim approved in

connection with the 2009 Proposed Settlement, if a review by the Settlement

Administrator determines that the 23(b)(3) Settlement Class Member is still alive,

or if the Settlement Administrator has previously received information regarding

who may represent the deceased 23(b)(3) Settlement Class Member’s estate.


33

b. Deceased Claimants. Claims may be filed by deceased

Claimants through representatives of their estate if appropriate documentation is

provided, as determined by the Settlement Administrator. Any Claims paid to a

deceased Claimant shall be made payable to the estate of the deceased Claimant.

c. Determining Adequacy of Claims. Claim Forms, whether

submitted electronically via the Settlement Website or by U.S. Mail, that do not

meet the requirements as set forth in this Amended Settlement Agreement and in

the Claim Form instructions shall be rejected by the Settlement Administrator.

This shall include but is not limited to any failure to provide accurate information,

and any failure to sign a Claim Form submitted by U.S. Mail. The Settlement

Administrator shall have the authority to determine whether the claim submitted by

any 23(b)(3) Settlement Class Member is complete and timely. Any 23(b)(3)

Settlement Class Member whose Claim is rejected shall be barred from receiving

any payment from the Settlement Fund, but shall in all other respects be bound by

the terms of this Amended Settlement Agreement and by the Final Approval Order

entered in the Litigation, unless such 23(b)(3) Settlement Class Member has

submitted a timely request to opt out or is deemed to have opted out of the

Settlement pursuant to Subsection VIII. The Settlement Administrator shall mail,

in a timely fashion, a Rejection Notice to any Claimant whose Claim Form has

been rejected, setting forth the reasons therefor and instructions for curing any

deficiencies and/or resolving any disputes. The Settlement Administrator shall

timely provide copies of all Rejection Notices to Proposed 23(b)(3) Settlement

Class Counsel and to Defendants. Claimants receiving Rejection Notices shall be

notified that they have until the Claim Deadline or two weeks from the postmark

date of the Rejection Notice, whichever is later, to cure any deficiencies or resolve

any disputes.


34

d. No Liability for Determinations Relating to Adequacy of

Claims. No person shall have any claim against Defendants, Plaintiffs, the

23(b)(3) Settlement Class, Proposed 23(b)(3) Settlement Class Counsel,

Defendants’ Counsel, or the Settlement Administrator based on any eligibility

determinations made in accordance with this Amended Settlement Agreement.

7.2 Distribution Plan of Monetary Awards

Each Monetary Award Claimant shall be entitled to receive a Monetary

Award from the Settlement Fund, as provided herein. The Settlement

Administrator shall pay all accepted Claims for Monetary Awards via check sent

via U.S. mail to the last and best known address of the Monetary Award Claimant.

Checks will be valid for 120 days from the date of the check.

a. Convenience Awards. The Settlement Administrator shall pay

each Convenience Award Claimant an equal pro rata share of the Available

Convenience Award Funds (i.e., the amount of such equal, pro rata share shall be

determined by dividing the total amount of Available Convenience Award Funds

by the total number of Convenience Award Claimants), via check sent via U.S.

mail to the last and best known address of the Convenience Award Claimant.

b. Actual Damage Awards. The Settlement Administrator shall

pay each Actual Damage Award Claimant as provided herein:

(i) The Settlement Administrator shall review each Claim

for an Actual Damage Award and will determine whether the claim information

submitted by each Actual Damage Award Claimant provides sufficient information

and documentation, consistent with Schedule 6.2. The Settlement Administrator

shall accept all Claims for Actual Damage Awards which meet the criteria outlined

in Schedule 6.2, unless the Settlement Administrator has a basis for believing that

any Actual Damage Award Claim is fraudulent or otherwise invalid, in which case


35

the Settlement Administrator may withhold payment of such Claims and advise the

Court accordingly.

(ii) The Settlement Administrator shall pay all accepted

Claims for Actual Damage Awards via check sent via U.S. mail to the last and best

known address of the Actual Damage Award Claimant according Schedule 6.2.

(iii) The Settlement Administrator shall pay to the Actual

Damage Award Claimant the highest award for which he or she is eligible.

Awards hereunder shall not be cumulative. The Actual Damage Award Claimants

will be paid the fixed amount indicated per category and Convenience Awards will

be adjusted pro rata based on the number of Claims and funds available after

payment of costs, fees, and Actual Damage Awards.

(iv) If the Settlement Administrator determines that an Actual

Damage Award Claimant is ineligible for an Actual Damage Award, then such

Actual Damage Award Claimant’s Claim shall be converted into a Claim for a

Convenience Award.

c. Remaining Funds, Redistribution and Cy Pres. The amounts of

any checks that remain uncashed more than 120 days after the date on the check

will be redistributed on a pro rata basis to Convenience Award Claimants who

cashed their first check, if, after consideration of costs of administration, the

redistribution is economically feasible, as reasonably determined by Class

Counsel. The Settlement Administrator shall continue to make subsequent

redistributions to the extent any settlement checks remain uncashed 120 days after

the date on the check mailed in connection with the redistribution, until the

redistribution is no longer economically feasible. It shall be presumed that if each

redistribution check would be for $3 or less, then redistribution is no longer

economically feasible. Any funds remaining in the Settlement Fund following

such redistribution(s) shall be distributed through a residual cy pres program.


36

Class Representatives have proposed the American College of Bankruptcy

Foundation and the National Legal Aid and Defender Association for a fund to

provide scholarships for Legal Services attorneys to attend trainings on the FCRA

or bankruptcy law. Defendants have proposed the Credit Abuse Resistance

Education, Credit Builders Alliance, Inc., and the consumer financial education

program of the Actuarial Foundation. Any changes to the list of proposed cy pres

recipients, including when the final recipients are selected and approved by the

Court, shall be posted on the Settlement Website. All parties reserve the right to

object to the proposed recipients. Any residual cy pres distribution shall be paid as

soon as reasonably possible following the completion of distribution of Monetary

Awards and Non-Monetary Awards to 23(b)(3) Settlement Class Members.

7.3 Distribution Plan of Non-Monetary Awards.

The Settlement Administrator shall maintain in a separate file the Claims of

all Non-Monetary Award Claimants as provided herein. Non-Monetary Awards

shall be distributed to each Non-Monetary Award Claimant within thirty (30) days

of the Effective Date pursuant to Schedule 3.2 hereto.

VIII. REQUESTS FOR EXCLUSION/OPT-OUTS

8.1 Procedure for Submitting a Request for Exclusion/Opt-Out

A proposed 23(b)(3) Settlement Class Member may request to be excluded

from the 23(b)(3) Settlement Class by sending a written request for exclusion to

“Exclusion Requests – Hernandez Settlement Administrator.” The 23(b)(3)

Settlement Class Member’s opt-out request must contain the class member’s

original signature, current postal address and telephone number, and the last four

digits of the class member’s Social Security number, and a specific statement that

the proposed 23(b)(3) Settlement Class Member wants to be excluded from the

23(b)(3) Settlement Class. Requests for exclusion must be postmarked no later

than the Opt-Out Deadline. Consumers who previously submitted a valid request


37

for exclusion in connection with the 2009 Proposed Settlement but do not submit a

request for exclusion in connection with the Settlement or otherwise take any

action in the Settlement shall nevertheless be deemed to have submitted a valid

request for exclusion in connection with the Settlement. In no event shall persons

who purport to exclude themselves out of the 23(b)(3) Settlement Class as a group,

aggregate, or class involving more than one Claimant be considered valid opt-outs.

Requests for exclusion that do not comply with any of the foregoing requirements

are invalid.

8.2 List of Opt-Outs

No later than fourteen (14) business days after Opt Out Deadline, the

Settlement Administrator shall provide to Proposed 23(b)(3) Settlement Class

Counsel and Defendants’ Counsel a complete list of all persons who have properly

opted out of the Settlement together with copies of the exclusion requests.

IX. OBJECTIONS

9.1 Procedure for Filing Objections

Any 23(b)(3) Settlement Class Member who does not opt out and who

wishes to object to the proposed Settlement must mail, hand-deliver, or otherwise

file with the Court a written Objection to the Settlement, and simultaneously mail

or hand-deliver copies of same to 23(b)(3) Settlement Class Counsel and

Defendants’ Counsel at the addresses set forth in the Court-approved class notices.

Counsel may file Objections on behalf of 23(b)(3) Settlement Class Members.

Each Objection must (i) set forth the 23(b)(3) Settlement Class Member’s

full name, current address, email address and telephone number, as well as the

name, address, email address and telephone number of all attorneys representing

the objector; (ii) contain the 23(b)(3) Settlement Class Member’s original signature

or the signature of counsel for the 23(b)(3) Settlement Class Member; (iii) state

that the 23(b)(3) Settlement Class Member objects to the Settlement, in whole or in


38

part; (iv) set forth a statement of the legal and factual basis for the Objection; (v)

include a list of all cases, by name and case number, in which the objector and/or

his/her counsel has filed or in any way participated in—financially or otherwise—

objections to a class action settlement in the previous five (5) years; and (vi)

provide copies of any documents that the 23(b)(3) Settlement Class Member

wishes to submit in support of his/her position.

The Parties shall request that all Objections must be mailed or hand-

delivered to the Court and mailed or hand-delivered to 23(b)(3) Settlement Class

Counsel and Defendants’ Counsel so that the Objection and supporting materials

are received by the Court and the Parties by the Objection Deadline. An objector

is not required to attend the Final Approval Hearing.

Any 23(b)(3) Settlement Class Member who does not submit a timely

Objection in complete accordance with this Agreement and otherwise as ordered

by the Court shall not be treated as having filed a valid Objection to the Settlement

and shall lack standing and forever be barred from raising any objection to the

Settlement and from seeking any adjudication or review of the Settlement by

appeal or otherwise.

X. FINAL FAIRNESS HEARING AND FINAL APPROVAL

10.1 Final Fairness Hearing

Any 23(b)(3) Settlement Class Member who wishes to appear at the Final

Fairness Hearing, whether pro se or through counsel, must, within the time set by

the Court, (i) mail or hand-deliver to the Court a notice of appearance in the

Litigation, (ii) provide copies of any exhibits or other documents that the 23(b)(3)

Settlement Class Member intends to present or use as evidence at the Final

Fairness Hearing, (iii) provide a list of all witnesses that the 23(b)(3) Settlement

Class Member intends to call to give evidence at the Final Fairness Hearing, (iv)

take all other actions or make any additional submissions as may be ordered by the


39

Court, and (v) mail or hand-deliver any documents set forth in (i) through (iv),

above, to 23(b)(3) Settlement Class Counsel and Defendants’ Counsel as provided

in the Court-approved class notices by the Objection Deadline. Unless so

permitted by the Federal Rules of Civil Procedure or the Court’s local rules, no

23(b)(3) Settlement Class Member shall be permitted to raise matters at the Final

Approval Hearing that the 23(b)(3) Settlement Class Member could have raised in

an Objection, but failed to do so. Any 23(b)(3) Settlement Class Member who

fails to comply with this Agreement, the Court-approved class notices, and any

other order of the Court shall be barred from appearing at the Final Approval

Hearing.

10.2 Final Approval

All of the relief contemplated by this Amended Settlement Agreement is

expressly contingent upon the Amended Settlement Agreement receiving the

Court’s Final Approval and the occurrence of the Effective Date. The Parties

agree that the Final Approval Order constitutes a dismissal of this Litigation with

prejudice.

XI. ATTORNEYS’ FEES

11.1 Application for Monetary Relief Fees and Costs

Proposed 23(b)(3) Settlement Class Counsel shall file an application or

applications to the Court for payment of Monetary Relief Fees (and reimbursement

of costs and litigation expenses) from the Settlement Fund (and only from the

Settlement Fund). The application or applications shall be noticed to be heard at

the Final Fairness Hearing. The application or applications for Monetary Relief

Fees, and any and all matters related thereto, shall be considered by the Court

separately from the Court’s consideration of the fairness, reasonableness and

adequacy of the Settlement. Plaintiffs and Proposed 23(b)(3) Settlement Class

Counsel agree that this Amended Settlement Agreement is not conditional on the


40

Court’s approval of Monetary Relief Fees or Injunctive Relief Fees in the

requested amount or in any amount whatsoever. The Court’s ruling on the

application or applications for such fees shall not operate to terminate or cancel the

Settlement. Except as provided under the Injunctive Relief Fee Agreement,

Defendants shall have no responsibility for, or any liability with respect to, the

payment of attorneys’ fees and expenses to 23(b)(3) Settlement Class Counsel, and

the sole source of any award of Monetary Relief Fees shall be the Settlement Fund.

That amount includes not only the payment of all attorneys’ fees, costs, and

expenses to 23(b)(3) Settlement Class Counsel, but also payment for all attorneys

and other persons working under the direction of 23(b)(3) Settlement Class

Counsel in the Litigation.

11.2 Reaffirmation of Injunctive Relief Fees Agreement. The Parties

hereby reaffirm the terms of the Injunctive Relief Fees Agreement and agree that

all of the Parties’ respective rights and obligations under the Injunctive Relief Fees

Agreement shall be contingent upon the Court’s entry and ultimate finality of the

Final Approval Order with regard to this Agreement. Defendants shall have no

obligation to pay any sums contemplated under the Injunctive Relief Fees

Agreement unless and until the Effective Date of this Amended Settlement

Agreement occurs.

11.3 Attorneys’ Fees and Costs Not a Condition of the Settlement

The application or applications for Monetary Relief Fees, and any and all

matters related thereto, shall not be considered part of the Amended Settlement

Agreement, and shall be considered by the Court separately from the Court’s

consideration of the fairness, reasonableness and adequacy of the Settlement.

Plaintiffs and Proposed 23(b)(3) Settlement Class Counsel agree that this Amended

Settlement Agreement is not conditional on the Court’s approval of Monetary

Relief Fees or Injunctive Relief Fees in the requested amount or in any amount


41

whatsoever. The Court’s ruling on the application or applications for such fees

shall not operate to terminate or cancel the Settlement.

XII. SERVICE AWARDS

12.1 Application for a Service Award

Plaintiffs shall make an application to the Court for the Court’s approval of a

Service Award as compensation for time, effort, and resources each Plaintiff has

put into representing the 23(b)(3) Settlement Class, regardless of whether each of

them supports the Settlement. Said application shall be submitted with the motion

for final approval of the Settlement. These Service Awards shall constitute the

sole consideration for such individuals being the Plaintiffs, but will be in addition

to their rights to obtain benefits of the Settlement as any other 23(b)(3) Settlement

Class Member.

12.2 Any 23(b)(3) Settlement Class Member who believes he or she made

a substantial contribution to the resolution of the Litigation or otherwise to benefit

the 23(b)(3) Settlement Class may apply, through counsel or otherwise, to the

Court for a Service Award no later than fourteen (14) days before the Objection

Deadline. The Settlement Administrator shall promptly post all such applications

on the Settlement Website. The Court shall determine whether the applicant is

entitled to a Service Award and, if so, the amount thereof.

12.3 Service Awards, if any, shall be paid from the Settlement Fund and

paid at the same time as Monetary Relief Fees.

12.4 Service Awards Not a Condition of the Settlement

Neither Court approval nor the amount of any Service Award is a condition

of the Settlement. Moreover, the right of any 23(b)(3) Settlement Class Member to

petition or apply for a Service Award is not conditioned in any way upon his or her

support for the Settlement.


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XIII. TERMINATION AND SUSPENSION

13.1 Rights to Terminate Agreement

Defendants’ willingness to settle this Litigation on a class-action basis and to

agree to the certification of a conditional 23(b)(3) Settlement Class is dependent

upon achieving finality in this Litigation, the desire to avoid the expense of this

and other litigation, and the ability and willingness of each Defendant’s insurers to

fund the Settlement Fund. Consequently, each Defendant shall have the unilateral

and unfettered right to individually terminate this Amended Settlement Agreement,

declare it null and void, and have no further obligations under this Amended

Settlement Agreement to the Plaintiffs, 23(b)(3) Settlement Class Members, or

Proposed 23(b)(3) Settlement Class Counsel if any of the following conditions

subsequently occurs:

a. The Court fails to grant Preliminary Approval;

b. More than 3,000 individuals request exclusion from the

Settlement in compliance with Section VIII;

c. The Court fails to enter a Final Approval Order as contemplated

by this Agreement;

d. The Court does not enter an order approving Injunctive Relief

Fees in an amount equal to or less than the amount set forth in the Injunctive Relief

Fee Agreement; and

e. The Effective Date does not occur for any reason, including the

entry of an order by any court that would require either material modification or

termination of the Settlement.

13.2 Agreement Among Defendants is Not Required

In determining whether to exercise its right to terminate this Amended

Settlement Agreement pursuant to the circumstances described in Subsection 13.1,

each Defendant may act independently and agreement among Defendants to


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terminate is not required. The Amended Settlement Agreement shall remain in full

force and effect as to any settling Defendant who does not want to terminate

pursuant to this Section, and the termination of the Amended Settlement

Agreement by one or more other Defendants shall not increase any non-settling

Defendant’s obligations under any provision in this Amended Settlement

Agreement.

13.3 Plaintiffs’ Right to Terminate This Amended Settlement Agreement

Plaintiffs shall have the unilateral and unfettered right to terminate this

Amended Settlement Agreement, declare it null and void, and have no further

obligations under this Amended Settlement Agreement to any of the Defendants in

the event that any two of the three Defendants exercise their right to terminate this

Amended Settlement Agreement pursuant to Section 13.1 hereof, and Plaintiffs

exercise their termination right within thirty (30) days of the second Defendant’s

exercise of its termination right.

13.4 Plaintiffs’ Right to Seek Modification of This Amended Settlement

Agreement

Plaintiffs shall have the unilateral and unfettered right to seek from the Court

a modification of this Amended Settlement Agreement in the event that one of the

three Defendants exercises its right to terminate this Amended Settlement

Agreement pursuant to Section 13.1 hereof. Plaintiffs’ right to seek such

modification extends to, but is not limited to, the amount and manner of payments

of Convenience Awards or Actual Damage Awards, the manner and method of

notice to the Class, and the general administration of the Settlement, but shall

expressly exclude any modification to the scope of the releases provided herein or

any modification to the amounts paid by Defendants as provided herein.


44

13.5 Failure to Approve Monetary Relief Fees or the Injunctive Relief Fees

The failure of any Court to approve the Monetary Relief Fees or the

Injunctive Relief Fees in the requested amounts or any amounts whatsoever, shall

not be grounds for Plaintiffs or Proposed 23(b)(3) Settlement Class Counsel to

terminate this Amended Settlement Agreement.

13.6 Effect of Termination on This or Future Litigation

If this Amended Settlement Agreement is terminated and only as to those

Parties to the extent the Amended Settlement Agreement has been terminated as to

them:

a. the class-certification portions of the Amended Settlement

Agreement shall have no further force and effect and shall not be offered in

evidence or used in the Litigation or any other proceeding;

b. the Amended Settlement Agreement and all negotiations,

proceedings, and documents prepared, and statements made in connection with

either of them, shall be without prejudice to any Party and shall not be deemed or

construed to be an admission or confession by any Party of any fact, matter, or

proposition of law; and

c. the Parties shall stand in the same procedural position as if the

Amended Settlement Agreement had not been negotiated, made, or filed with the

Court.

13.7 Effect of Termination on Monies Paid by Defendants Pursuant to the

Amended Settlement Agreement

In the event this Settlement Agreement is terminated as to certain

Defendants, the Settlement Fund, including interest earned, less Taxes, Tax

Expenses, and notice, Claims, and other administration costs (including fees, costs,

and other expenses of the Court Registry) that have not been properly disbursed

pursuant to this Amended Settlement Agreement, shall be returned to such


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Defendant(s) and such Defendant’s insurers in equal proportions to their

contributions into the Settlement Fund.

XIV. PUBLIC STATEMENTS

14.1 Press Releases and Other Forms of Public Statements Concerning the

Settlement

The Parties will negotiate and agree upon the language that may be used in

press releases and other forms of public statements concerning the Settlement that

would be issued prior to entry by the Court of the Final Approval Order. The

Parties and/or their counsel shall make no statements to any third party regarding

the Settlement prior to entry by the Court of the Final Approval Order, without the

reasonable consent of the other Parties or his, her or its counsel, unless such

statements are reasonably necessary in effecting the terms of this Amended

Settlement Agreement or are required by law. Notwithstanding the foregoing,

23(b)(3) Settlement Class Counsel may place factual notices on their websites and

social media platforms informing viewers of the case status, with links to the

Settlement Website. In addition, if any Party or attorney is contacted by a member

of the press or other person seeking a public comment on the Settlement, the Party

or attorney may provide the inquiring party with the details of the Settlement as

published pursuant to the preliminary approval order, without additional editorial

statements, expression of personal opinion, or estimates of Settlement valuation.

Nothing in this Section shall be interpreted to limit representations that the

Parties or their attorneys may make to the Court to assist it in its evaluation of the

proposed Settlement; nor shall it prohibit 23(b)(3) Settlement Class Counsel from

communicating directly with a 23(b)(3) Settlement Class Member or Class

Members. If a Party is required by a valid, enforceable subpoena or government

information request to disclose the Settlement or information about the Settlement,

such Party shall provide reasonable prior written notice (to the extent permitted by


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applicable law) to the other Parties to allow the other Parties to seek to prevent

such disclosure. Defendants may also provide necessary and accurate information

about the Settlement to their officers, directors, stockholders and other persons or

entities as required by securities laws or other applicable laws or regulations.

No Party or their counsel shall disparage any other Party or their counsel.

14.2 Extra-Judicial Statements

Proposed 23(b)(3) Settlement Class Counsel and all Defendants’ Counsel

agree that all extra-judicial statements in regard to the Settlement will comport

with Rule 5-120 of the California Rules of Professional Conduct. Proposed

23(b)(3) Settlement Class Counsel may communicate with Claimants, 23(b)(3)

Settlement Class Members, clients, or potential clients.

XV. MISCELLANEOUS PROVISIONS

15.1 Admissibility of Amended Settlement Agreement

This Settlement Agreement shall not be offered or be admissible in evidence

in any action or proceeding except (1) the hearings necessary to obtain and

implement Court approval of this Settlement; or (2) any hearing to enforce the

terms of this Amended Settlement Agreement or any related order by the Court.

15.2 Successors and Assigns

The terms of this Amended Settlement Agreement shall apply to and bind

the Parties as well as their heirs, successors and assigns.

15.3 Communications Relating to the Amended Settlement Agreement

All notices or other formal communications under this Amended Settlement

Agreement shall be in writing and sent by mail to counsel for the Party to whom

the notice is directed at the following addresses:


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Equifax: Cindy D. Hanson, Esq. TROUTMAN SANDERS LLP 600 Peachtree Street, NE

Atlanta, GA 30308

Experian: Daniel J. McLoon, Esq. JONES DAY 555 South Flower Street Fiftieth Floor Los Angeles, CA 90071

TransUnion: Julia B. Strickland, Esq. Stephen J. Newman, Esq. STROOCK & STROOCK & LAVAN LLP 2029 Century Park East, Suite 1800 Los Angeles, CA 90067

Plaintiffs: Michael W. Sobol, Esq. LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 30th Fl. San Francisco, California 94111

Michael Caddell, Esq. CADDELL & CHAPMAN 628 East 9th Street Houston, TX 77007

Lee A. Sherman, Esq. CALLAHAN THOMPSON SHERMAN & CAUDILL LLP 2601 Main Street #800, Irvine, CA 92614

Any Party may, by written notice to all the other Parties, change its designated

recipient(s) or notice address provided above.

15.4 Defendants’ Communications with Consumers in the Ordinary Course

of Business

Defendants reserve the right to continue communicating with their

customers and Consumers, including 23(b)(3) Settlement Class Members, in the

ordinary course of business. To the extent Consumers initiate communications

regarding this Amended Settlement Agreement, Defendants may confirm the fact


48

of a settlement and refer inquiries to the Settlement Administrator. Nothing herein

is intended to prohibit Defendants from communicating with Consumers, or

23(b)(3) Settlement Class Members from communicating with Defendants,

regarding requests for a consumer disclosure, fraud, or other alerts or blocks, or

disputes relating to tradelines and the reporting of Chapter 7 bankruptcies.

15.5 Efforts to Support Settlement

The Parties (who support the settlement) and their counsel agree to

cooperate fully in seeking Court approval for this Amended Settlement Agreement

and to use their best efforts to effect the consummation of the Settlement and to

protect the Amended Settlement Agreement by applying for appropriate orders

enjoining others from initiating or prosecuting any action arising out of or related

to facts or claims alleged in the Litigation, if so required.

15.6 Procedures for Disputes Between Parties Relating to the Amended

Settlement Agreement

To the extent any disputes or issues arise with respect to documenting or

effecting the Amended Settlement Agreement, the Parties agree to use their best

efforts to informally resolve any such disputes or issues; but in the event any such

dispute or issue cannot be resolved informally, to bring any such dispute or issue to

the Court for resolution.

15.7 Entire and Voluntary Agreement

The Parties intend the Amended Settlement Agreement to be a final and

complete resolution of all disputes between them, except for any disputes relating

to the Injunctive Relief Fee Agreement and the distribution of funds thereunder

and except as further specifically provided for herein. The Parties agree that the

terms of the Amended Settlement Agreement were negotiated at arm’s length and

in good faith and were reached voluntarily after consultation with competent legal

counsel. This Amended Settlement Agreement contains the entire agreement and


49

understanding concerning the subject matter between the Parties, excluding those

subjects that relate to the Injunctive Relief Fee Agreement, and supersedes all prior

negotiations and proposals, whether written or oral, including but not limited to the

2009 Proposed Settlement Agreement, the November 7, 2016 term sheet signed at

the mediation before the Hon. Dickran Tevrizian (Ret.), and the Settlement

Agreement and Release signed by the Parties and filed with the Court on April 14,

2017 (Docket No. 1047-1) and refiled again on May 25, 2017 (Docket No. 1060-

1). No other Party or any agent or attorney of any other Party has made any

promise, representation or warranty whatsoever not contained in this Amended

Settlement Agreement and the other documents referred to in this Amended

Settlement Agreement to induce them to execute the same. The Parties represent

that they have not executed this instrument or the other documents in reliance on

any promise, representation or warranty not contained in this Amended Settlement

Agreement and the other documents referred to in this Amended Settlement

Agreement.

15.8 Headings for Convenience Only

The headings in this Amended Settlement Agreement are for the

convenience of the reader only and shall not affect the meaning or interpretation of

this Amended Settlement Agreement.

15.9 Amended Settlement Agreement Controls

All of the exhibits attached hereto are hereby incorporated by reference as

though fully set forth. To the extent that there is any conflict between the terms of

this Amended Settlement Agreement and the exhibits attached hereto, this

Amended Settlement Agreement shall control.


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15.10 Amendments

The Amended Settlement Agreement may be amended or modified only by a

written instrument signed by Defendants and 23(b)(3) Settlement Class Counsel, or

their respective successors-in-interest.

15.11 Authorization of Counsel

a. Proposed 23(b)(3) Settlement Class Counsel, on behalf of the

23(b)(3) Settlement Class, are expressly authorized by Plaintiffs to take all

appropriate action required or permitted to be taken by the 23(b)(3) Settlement

Class pursuant to the Amended Settlement Agreement to effectuate its terms, and

also are expressly authorized to enter into any modifications or amendments to the

Amended Settlement Agreement on behalf of the 23(b)(3) Settlement Class which

they deem necessary or appropriate.

b. Each attorney executing the Amended Settlement Agreement

on behalf of any Party hereto hereby warrants that such attorney has the full

authority to do so.

15.12 Confidentiality

The Settlement Administrator (and any person retained by the Settlement

Administrator) shall sign the Confidentiality Agreement, and all information

provided to the Settlement Administrator, including the Original Class List and the

Updated Class List, shall be subject to the Confidentiality Agreement. All

agreements made and Orders entered during the course of the Litigation relating to

the confidentiality of information shall survive this Amended Settlement

Agreement.

15.13 Court’s Jurisdiction

The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of the Amended Settlement Agreement.


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15.14 Construction

Each of the Parties has cooperated in the drafting and preparation of this

Amended Settlement Agreement. Hence, in any construction to be made of this

Amended Settlement Agreement, the same shall not be construed against any of

the Parties. Before declaring any provision of this Amended Settlement

Agreement invalid, a court should first attempt to construe the provision valid to

the fullest extent possible consistent with applicable precedent so as to find all

provisions of this Amended Settlement Agreement valid and enforceable.

15.15 No Claims Arising from this Amended Settlement Agreement

No person shall have any claim against any Defendant, Defendant’s

Counsel, or 23(b)(3) Settlement Class Counsel based on distribution of benefits

made substantially in accordance with this Amended Settlement Agreement or any

Amended Settlement Agreement related order(s) of the Court.

15.16 Applicable Law

This Amended Settlement Agreement shall, in all respects, be interpreted,

construed and governed by and under the laws of the United States of America. To

the extent state law applies for any reason, the laws of the State of California shall

be applied. All judicial proceedings regarding this Amended Settlement

Agreement shall be brought only in the Court. Any notice period set forth in this

Amended Settlement Agreement shall be calculated pursuant to the Federal Rules

of Civil Procedure and the Central District of California’s Civil Local Rules.

15.17 Counterparts

This Amended Settlement Agreement may be executed in one or more

counterparts and by facsimile. All executed counterparts and each of them shall be

deemed to be one and the same instrument. Counsel for the Parties shall exchange

among themselves signed counterparts and a complete set of executed counterparts

shall be filed with the Court.


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Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP By: Michael Sobol Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CADDELL & CHAPMAN By: Michael Caddell Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: FRANCIS & MAILMAN, P.C. By: James A. Francis Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: PUBLIC JUSTICE, P.C. By: F. Paul Bland Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class


amyt

New Stamp

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Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP By: Michael Sobol Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CADDELL & CHAPMAN By: Michael Caddell Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: FRANCIS & MAILMAN, P.C. By: James A. Francis Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: PUBLIC JUSTICE, P.C. By: F. Paul Bland Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class


ENOVAK

New Stamp

52

Dated: LIEFF CABRASER HEIMANN & BERNSTEIN LLP

By: Michael Sobol

Co-Lead Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class

Dated: CADDELL & CHAPMAN

By: Michael Caddell


Dated: FRANCIS & MAILMAN, P.C.

By: James A. Francis


Dated: PUBLIC JUSTICE, P.C.

By: F. Paul Bland

Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class

June 8, 2017


53

Dated: PUBLIC JUSTICE, P.C. By: Arthur H. Bryant Counsel for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CALLAHAN THOMPSON SHERMAN & CAUDILL LLP By: Lee A. Sherman Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: NATIONAL CONSUMER LAW CENTER By: Stuart T. Rossman Charles M. Delbaum Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class Dated: CONSUMER LITIGATION ASSOCIATES, P.C. By: Leonard A. Bennett Attorneys for Plaintiffs and Proposed 23(b)(3) Settlement Class


julie_leiman

LAS

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Dated: PLAINTIFF JOSE HERNANDEZ By: Jose Hernandez Dated: PLAINTIFF ROBERT RANDALL By: Robert Randall Dated: PLAINTIFF BERTRAM ROBISON By: Bertram Robison Dated: PLAINTIFF KATHRYN PIKE By: Kathryn Pike

Dated: PLAINTIFF CAMILLE CHAPMAN By: Camille Chapman

Dated: PLAINTIFF LEWIS MANN By: Lewis Mann

DocuSign Envelope ID: 8C953877-6428-44CC-983E-B73B9236717C

06/12/2017


Dated: STROOCK & STROOCK &LAVAN LLPJulia B. Strickland, Esq.Stephen J. Newman, Esq.2029 Century Park East, Suite 1800Los Angeles CA 90067

By:Stephen J. Newman, Esq.

Dated:

Dated:

Dated:

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Counsel for TransUnion

TRANSLTNION LLC

John W. Blenke

TROUTMAN SANDERS LLPCindy Hanson, Esq.600 Peachtree St., NEAtlanta GA 3030 -2216

By:Cindy Hanson

Counsel for Equifax

EQUIFAX INFORMATIONSERVICES LLC

By:Joh J. K ley III


Amended Settlement Agreement FINAL

Documents

Transcript of Amended Settlement Agreement FINAL