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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

GRANT BIRCHMEIER, et al.,

Plaintiffs,

vs.

CARIBBEAN CRUISE LINE, INC., et

al.,

Defendants.

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Docket No. 12 C 4069

Chicago, Illinois

September 29, 2016

10:00 o'clock a.m.

TRANSCRIPT OF PROCEEDINGS - MOTION

BEFORE THE HONORABLE MATTHEW F. KENNELLY

APPEARANCES:

For the Plaintiffs: LOEVY AND LOEVY

BY: MR. SCOTT R. RAUSCHER

311 North Aberdeen Street, 3rd Floor

Chicago, IL 60607

(312) 243-5900

EDELSON PC

BY: MS. EVE-LYNN J. RAPP

MR. RAFEY S. BALABANIAN

350 North LaSalle Street, Suite 1300

Chicago, IL 60654

(312) 589-6370

Court Reporter: MS. CAROLYN R. COX, CSR, RPR, CRR, FCRR

Official Court Reporter

219 S. Dearborn Street, Suite 2102

Chicago, Illinois 60604

(312) 435-5639

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APPEARANCES CONTINUED:

For Caribbean TABET DiVITO ROTHSTEIN

Cruise Line, Inc.: BY: MR. TIMOTHY A. HUDSON

209 South LaSalle Street, 7th Floor

Chicago, IL 60604

(312) 762-9450

For The Berkley FORDE LAW OFFICES LLP

Group, Inc.: BY: MR. BRIAN PATRICK O'MEARA

111 West Washington Street, Suite 1100

Chicago, IL 60602

(312) 641-1441

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(The following proceedings were had in open court:)

THE CLERK: Case No. 12 C 4069, Birchmeier v.

Caribbean Cruise Line.

THE COURT: Good morning.

MR. BALABANIAN: Good morning, your Honor.

MR. HUDSON: Good morning, your Honor. Tim Hudson on

behalf of defendant Caribbean Cruise Line and Vacation

Ownership Marketing Tours.

MR. O'MEARA: And good morning, your Honor. Brian

O'Meara on behalf of the defendant The Berkeley Group.

MR. BALABANIAN: Good morning, your Honor. Rafey

Balabanian on behalf of plaintiffs in the class.

MS. RAPP: Good morning, your Honor. Eve-Lynn Rapp

on behalf of plaintiffs in the class.

MR. RAUSCHER: Good morning, your Honor. Scott

Rauscher also on behalf of plaintiffs in the class.

THE COURT: Okay. So I have a bunch of questions.

MR. BALABANIAN: Yes, your Honor.

THE COURT: I want to try to organize this and do

them in a sequence that makes sense.

Okay. So it looks like it's going to take a total

of 24 months to fund the settlement, right?

MR. BALABANIAN: Yes, your Honor.

THE COURT: Okay. I need somebody to -- and I have

an assumption about what the reason is, but I need it to be

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explained. And I don't know if that explanation should come

from the plaintiffs or from the defendants or both.

MR. BALABANIAN: I'm happy to take the lead, and I'm

sure -- perhaps the defendants will want to supplement.

The reason is the financial viability of the

defendants. We had to structure the settlement over time in

order for us to achieve the amount that we wanted to reach for

the settlement class.

THE COURT: In other words, if it had all been

payable up front, you either wouldn't have gotten the same

amount or it would not have been doable.

MR. BALABANIAN: Exactly right. Exactly right.

THE COURT: Is that correct on the defense side?

MR. O'MEARA: Yes. That is correct, your Honor.

THE COURT: Both defendants say yes -- groups of

defendants say yes. Okay.

MR. BALABANIAN: And I can -- I could in a sidebar

elaborate on --

THE COURT: No. I --

MR. BALABANIAN: -- how it's being --

THE COURT: Nothing is going to be done at a sidebar

here.

MR. BALABANIAN: Understood.

THE COURT: And the reasons for that are fairly

obvious. I mean, there could be objections and whatnot.

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Everything is going to be completely a hundred percent on the

record.

MR. BALABANIAN: It was a stupid suggestion. Excuse

me.

THE COURT: Yeah.

MR. BALABANIAN: If the Court wants detail, I can

just confer with defense counsel.

THE COURT: Go ahead.

(Brief pause.)

MR. BALABANIAN: I would just say that with respect

to the defendants' funding obligations, they -- obviously, the

financial viability of them has been a very real issue in this

case from the start. They had to be creative in how they were

going to fund the settlement, and they have gone to great

lengths to secure that funding, I will say. So we're

confident --

THE COURT: Can I get you to confirm that on the

defense side?

MR. O'MEARA: I can confirm that, your Honor.

THE COURT: Okay. And you represent which folks

again?

MR. O'MEARA: The Berkeley Group.

THE COURT: The Berkeley Group.

MR. O'MEARA: Yes.

THE COURT: Okay. My second question is whether -- I

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have to say, I was a bit thrown. I couldn't figure out which

notice was going where and when. I mean, there's long forms,

there's short forms, there's postcards, there's this, there's

that. At some point, I am going to need you to walk me

through what's what.

MR. BALABANIAN: Yes, your Honor.

THE COURT: But do the notices explain this sort of

two-stage payment thing? Because it sounds like there's going

to be a two-stage payment, right?

MR. BALABANIAN: That's right.

THE COURT: You are going to get paid, and then the

second part is going to get paid, and it's dependent upon

whether the settlement ends up being the bigger amount or the

smaller amount, and it's also dependent upon the final deposit

being made by the defendants, whether it's bigger or smaller.

Do I have that basically right?

MR. BALABANIAN: You do.

THE COURT: Okay. So is that explained in the

notice?

MR. BALABANIAN: Yes and no. It's explained in the

long form notice. It's not explained in the individual

notices that will go to the class members because --

THE COURT: The long form notice -- and,

unfortunately, I -- if I had been advising you on how to do

this, I would have said mark each notice as an exhibit.

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So you have Exhibit 1 is like 800 pages of notice. I

am exaggerating somewhat.

MR. BALABANIAN: Yes, your Honor.

THE COURT: So it's Exhibit what?

MR. BALABANIAN: It is Exhibit D to the settlement

agreement, your Honor.

THE COURT: Exhibit D to the settlement agreement is

the long form notice. Okay. So let me just get that one in

front of me.

All right. So just zero me in on where it talks

about the two-stage thing.

MR. BALABANIAN: The paragraph with respect to --

THE COURT: When will I get my payment?

MR. BALABANIAN: Right.

THE COURT: Hang on a second. Now I'm seeing that.

It's paragraph 9.

MR. BALABANIAN: And, your Honor --

THE COURT: Got it. First payment will be made

within seven months after entry of the order finally approving

its settlement. The second payment will be made up to 25

months later.

So who is going to get the long form notice,

everybody?

MR. BALABANIAN: The long form notice is posted on

the settlement website. Everyone will get notice of that

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settlement website through the individual notices.

THE COURT: Something will say to go there. Then the

notice that the people that you end up having an address on

and so you are going to send it to an address, is that

Exhibit C?

MR. BALABANIAN: B and C. We are sending both

postcards and --

THE COURT: So the postcards -- okay. So let me tell

you what I think my concern is. And part of it I am just kind

of reacting here, so I may not get this exactly right.

It's likely, I would think, that you're going to get

some number of people who will see the postcard and/or the

other short form notice that they get and don't ever go on to

the website and read the whole eight or nine pages; or if they

go on the website, they will get bored after the second

page -- "bored" is a word I am using to cover all sorts of

things, bored, fed up, whatever -- and won't get to the part

where it says "two stages."

And one of the concerns I have is somebody thinks,

I'm going to get $300 and they end up getting 150, and they

say, where is my other 150? Now, if they had read the whole

long form notice, they would get it, but they haven't read the

whole long form notice. And then what starts happening is I

start getting letters and you start getting letters and people

start filing claims and Wayne Andersen ends up having to deal

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with stuff, you know, in his capacity as settlement master or

whatever you're calling him here. And I think we need to try

to find a way to avoid that. I mean, I think we need to try

to find a way to put -- maybe not necessarily in the postcard,

because the postcard is already quite crowded and quite small

type, but in the short form notice -- Exhibit C, in other

words -- something about this two-stage thing.

MR. BALABANIAN: We can certainly do it in the email.

That's not an issue sizewise. The postcard is a little tough.

THE COURT: No, I say skip the postcard.

MR. BALABANIAN: Very well.

THE COURT: Because you said everybody is going to --

people you have addresses are going to get both the postcard

and Exhibit C.

MR. BALABANIAN: If we can find an email for them.

THE COURT: Oh, so Exhibit C is an email notice?

MR. BALABANIAN: Correct. Correct.

THE COURT: So you are going to get the postcard by

mail -- okay, I see what you're saying.

MR. BALABANIAN: Look, the reality is, Judge, we can

try to be creative. We have included everything in the

postcard that we are required to under Rule 23, and it's --

THE COURT: Yeah, you can't get the font much smaller

than that.

MR. BALABANIAN: It's pretty small. But that was

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something the Court had brought up at the sort of preliminary

preliminary hearing we had a couple weeks ago, so I understand

that that's something on your radar.

THE COURT: Maybe there is another way to do this.

So when the first payment is sent out, would there be a way to

put in with the first payment something that says, here is

your first payment. The second one is going to come no later

than X?

MR. BALABANIAN: Conceivably --

THE COURT: I mean, I know that increases the cost.

I know that.

MR. BALABANIAN: Well, conceivably, you could do that

on the check itself. But the question is whether that second

payment is going to come.

THE COURT: Yeah.

MR. BALABANIAN: You know. The difficulty is locking

people into an idea one way or another that you kind of --

that it's a fine line you have to take --

THE COURT: So the second payment is not a certainty,

and so the concern would be if you tell people there is a

second payment, then they are going to say, where is my second

payment?

MR. BALABANIAN: Right. We could post it on the

website. And, you know, with our experience in the Walgreens

case, we have supplemented that website throughout that

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process.

THE COURT: I mean, is there a way -- I guess my

question would be if there is a way to do this in a more

prominent way than paragraph 9 of a -- or point 9 of a pretty

gosh darn long thing here. I mean, it's on page 5 out of 8.

MR. BALABANIAN: Agreed. Here's actually what I

would suggest is that the website is going to be mocked up.

We can put it on the landing page of the website. Everybody

is going to go to the website to file a claim. Well, I

shouldn't say everybody, but people will go to the website.

And, you know --

THE COURT: Is that your experience on these things,

that people actually do go on the website?

MR. BALABANIAN: Absolutely. Absolutely, yes. And

so we don't have to hide it or we don't have to even have a

link to it. We can just have it posted prominently on the

landing page.

THE COURT: Let me go back to something you said.

When you say there is a question about whether there is going

to be a second payment, and maybe I'm missing something, is

that if the defendants go belly up?

MR. BALABANIAN: It depends on the number of claims

and -- what the total amount of filed and approved claims. So

there is a floor and a ceiling. And whether or not the floor

is --

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THE COURT: That's not what paragraph 9 tells them.

Paragraph 9 says, If the Court approves the settlement,

eligible class members whose claims were approved by the

settlement administrator will receive their per-call payment

in two roughly equal installments. The first payment will be

made within seven months after entry of an order finally

approving the settlement, and the second payment will be made

up to 25 months later. Should the defendant go out of

business, your second payment may be reduced in whole or in

part.

It says, you are going to get two installments. They

are going to be roughly equal. It doesn't say there's any

uncertainty other than the risk of the defendants going out of

business.

MR. BALABANIAN: I misspoke. I did. And I -- excuse

me, Judge. There will be a second payment regardless.

THE COURT: There is a second payment.

MR. BALABANIAN: Yes.

THE COURT: So we don't have to be concerned about

creating a false hope because there isn't a false hope.

MR. BALABANIAN: Well, just --

THE COURT: The whole reason that you've structured

the settlement -- I mean, I know there are no guarantees in

life, but the reason the payment is structured the way it is

is to avoid the defendants going out of business.

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MR. BALABANIAN: Right. Exactly. And we think that

there's --

THE COURT: Well, we need to do something about this.

You have an idea of what the issue and the problem is.

MR. BALABANIAN: Yes. And I think that it would

probably be taken care of through the website idea, but I

would want to present that to the Court to make sure that the

Court's comfortable with it. We haven't mocked up the website

as of yet --

THE COURT: Okay.

MR. BALABANIAN: -- but it's not something that's

difficult to present to the Court as a supplement.

THE COURT: Okay. I think I'd like to see that.

MR. BALABANIAN: Of course.

THE COURT: In terms of -- the attorneys' fee payment

is going to be made, and it said in the long form notice in

the same way. So how exactly does that get broken down? Is

it half and half, or is it something other than half and half?

Because the percentages aren't exactly half and half in terms

of the -- when the money is going into the fund, right?

MR. BALABANIAN: No, it's not exactly half and half

when the money is going into the fund, but, basically --

THE COURT: What are you going to propose to me, I

guess, is probably the better question of when and how the

attorneys' fees get paid?

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MR. BALABANIAN: On the exact same schedule that the

class would be paid.

THE COURT: But the question is the breakdown --

MR. BALABANIAN: The breakdown would essentially be

half and half.

THE COURT: Half and half. Okay. All right.

MR. BALABANIAN: And if -- excuse me.

THE COURT: Go ahead. That's fine.

MR. BALABANIAN: On the fee issue, just to be clear,

the fee is a maximum amount that we have stated.

THE COURT: I understand.

MR. BALABANIAN: We don't know if we will be seeking

that.

THE COURT: I understand. I get that.

MR. BALABANIAN: Yeah.

THE COURT: As you point out in here, this is a way

bigger settlement than overwhelming -- I mean, even on a

per-person basis than the overwhelming majority. Maybe all --

MR. BALABANIAN: Every settlement.

THE COURT: -- of TCPA cases. I know that we had

some discussions at some point in time about what you think

the claims rate is going to be. Do people have a guess on

that?

MR. BALABANIAN: Yeah, sure.

THE COURT: What?

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MR. BALABANIAN: In TCPA cases, typically, it's

between 2 and 5 percent.

THE COURT: It's going to be way higher than that on

this.

MR. BALABANIAN: It's going to be higher than that on

this case. We think it's going to approach 10 percent. We

think the people will get probably about 3 to $500 per call at

the end of the day, and we do believe that the fund will be

exhausted.

THE COURT: Yeah. I'd be willing to bet there is a

chance it's going to be significantly in excess of 10 percent.

I mean, if I -- I get these things like other people do.

Okay? When I see something that says I am going to get $2.48,

why bother? It's the cost of a stamp or whatever. If I got

something that says I am going to get as much as a couple or

three hundred bucks, I am putting that claim in.

MR. BALABANIAN: Yes.

THE COURT: And there's going to be some number of

people that won't even read this stuff. I mean, you will have

sort of the initial drop-off of the people who don't open it,

the people who don't bother reading it, the people who read it

and decide, I don't want to have anything to do with this,

it's lawyers and lawsuits, I hate that stuff.

So my question is so what's -- let's say you end up

with 30 percent, okay, which would be a wildly high number for

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class action settlements, but this is bigger than most. What

does the per-person amount end up going down to?

MR. BALABANIAN: Well, I can't do the math as I sit

here because I am just not that good at it.

THE COURT: You are not a math person. Yeah.

If it's 10 percent, what does it end up being,

ballpark?

MR. BALABANIAN: If it's 10 percent, that's a

$90 million payout, basically. So it would fall in between

the 3 and $500 per-call range, which dwarfs every other

settlement. And I am happy to add color to the claims rate

and how I got there, Judge. I'm not terribly proud to say,

but as the Court knows, you know, I do this kind of work a

lot, and so I do have my predictions. I have had other

settlements, one in particular where it was a per-call amount,

and people recovered substantial amounts. One of my class

members recovered to the tune of $13,000.

THE COURT: And it still ended up being --

MR. BALABANIAN: It was still the same rate. It was

about 4 percent in that case.

I do think it will be higher in this case, based on

our analysis. I think, realistically, it will approach the 10

percent range. And so --

THE COURT: It will be interesting to see.

MR. BALABANIAN: And, of course, the Court is going

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to know all of that.

THE COURT: Right.

In all of these notices, there's something that

says -- hang on a second.

Yeah. So one thing that I thought was potentially

confusing --

MR. BALABANIAN: Yes, your Honor.

THE COURT: -- for your average layperson who is

going to get one of these things is this whole idea that you

might have to provide some sort of documentation. So I tried

to read this as a non-lawyer, which is not easy to do. But on

the postcard --

MR. BALABANIAN: Yes.

THE COURT: -- the claim form says, just send this

thing back, give us all this information, name, address, phone

number, including the phone number where the calls were

received, and your email address. It says, you may, if

necessary, be required to provide documents. They don't have

to do it with this, though, right? They are just sending back

the --

MR. BALABANIAN: For people who are not on the list?

THE COURT: I'm talking about anybody who gets the

postcard.

MR. BALABANIAN: Excuse me. Right.

THE COURT: They don't have to send back anything.

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MR. BALABANIAN: Correct.

THE COURT: Okay. So when -- there's some of these

other notices that say -- where the person signs it, it says,

I have included the required proof, or something like that.

MR. BALABANIAN: That's for people not on the list.

THE COURT: When you say "the list," again, since

somebody is going to be reading this someday, what do you mean

by "the list"?

MR. BALABANIAN: The class list that we have. So we

have the class definition broken up in two ways per the

Court's --

THE COURT: So I am looking at, for example,

Exhibit A. Exhibit A is the one that goes out to which

people? Those are the people that are not on the list, I take

it?

MR. O'MEARA: That's correct.

THE COURT: Okay.

MR. BALABANIAN: So you would obtain that from the

website, your Honor, to the extent you --

THE COURT: So this is somebody who finds out about

it, they are not on the list, they find out about it, they go

on the website, they see this on the website. Okay.

MR. BALABANIAN: We have publication notice as well.

THE COURT: Got it.

I would -- this is a really tiny thing, but anytime

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you've got one of these forms that has -- that says something

that says, I've included the required proof that I received

these calls, put that in bold print, please.

MR. BALABANIAN: Yes, your Honor.

THE COURT: And it's not just on the one form. It's

on several forms. I just think that it needs to be flagged.

MR. BALABANIAN: Yes, your Honor.

THE COURT: I say this as somebody who imposes a

requirement on lawyers to do certain things before initial

status hearings. It's on a website, tells them what to do, 30

percent non-compliance. And that's lawyers. Okay? And I

assume there's going to be 30 percent non-compliance.

MR. BALABANIAN: That's depressing.

THE COURT: So if I could screen the whole thing on

the website, I would do it. So just put that one thing in

bold print.

MR. BALABANIAN: Yes, your Honor. In everything, we

will.

THE COURT: Let's see. On the -- there's not going

to be anything going out in an envelope, right? It's just a

postcard?

MR. BALABANIAN: Correct.

THE COURT: Okay. So that question I was going to

ask is moot.

Oh, the -- I take it that the fees come out of the

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overall amount?

MR. BALABANIAN: Correct.

THE COURT: And so that reduces it. These notices

don't really seem to say that. So you need to include

something about that.

MR. BALABANIAN: Okay. We can --

THE COURT: In other words, something that says that

the fees come out of the overall amount.

MR. BALABANIAN: We can do that.

THE COURT: Okay. What happens if you have so few

claimants that whatever the number is times $500 comes out to

less than 56 million?

MR. BALABANIAN: It goes up. So their --

THE COURT: They'll get more than $500.

MR. BALABANIAN: They will get up to $1500 per call.

THE COURT: Fine. That answers that question.

Okay. Then the last thing.

MR. BALABANIAN: Yes, your Honor.

THE COURT: Page 5, footnote 3 of the motion. This

is the thing that talks about -- well, it's actually in the

text of the motion. So this thing about dispute -- a

challenge over whether somebody is actually a member of the

class or not, and the proposal is to have -- I am going to

call him Mr. Andersen since he is not a judge anymore; I mean,

he is, but he isn't -- is to have former Judge Andersen decide

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this, and I am not sure that I am comfortable with that. And

I appreciate it if what -- I guess what I'm -- let me amend

what I am saying. I am not sure that I am comfortable with

him being the final arbiter of that. I appreciate it if what

people were thinking is, well, we don't want to bother Judge

Kennelly with this. That's my job is to be bothered with

stuff in lawsuits. And I guess my concern would be that

somebody doesn't think they have their day in court on an

issue like that.

MR. BALABANIAN: Yes.

THE COURT: And I don't know how significant having

him being the final arbiter is or was in terms of the overall

settlement, but I guess I am just -- as I sit here and I have

thought about it some more after I read it initially, I am not

entirely comfortable with it. I mean, I would be more

comfortable with it if there was something that made it clear

to people that they can appeal to me, or that you can appeal

to me, I mean, one way or another. I don't want to

necessarily increase the cost, but we are talking about a lot

of money here, so if I increase the cost a little bit, it's no

big deal.

MR. BALABANIAN: This Court is the final arbiter of

all matters related to the settlement.

THE COURT: Well, it sounds like, though, that you've

got that as being kind of he is the final decisionmaker. Did

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I read it wrong?

MR. BALABANIAN: No. As between the parties, that's

true. But the Court's review doesn't end there, and someone

could come in on an objection, conceivably, and say, I don't

want Judge Andersen to decide my issue.

Now --

THE COURT: Yeah, but I don't want to leave it to

somebody to have to object on that. That's what I am telling

you. I want this settlement -- I am not comfortable with

that, and I want it to include something that says that -- I

mean, maybe it's like 95 percent of district court rulings,

people don't appeal, but I want to make sure that people know

that they have the right to appeal to me.

MR. BALABANIAN: Well, we can include that language.

THE COURT: Is that going to pose a problem on the

defense side in terms of the settlement?

MR. O'MEARA: I don't think so, your Honor. And just

to be clear, the challenge will likely be really just to the

number of calls rather than them being a class member.

THE COURT: Yeah, but "probably" is something less

than a hundred percent certain.

MR. O'MEARA: Yeah, I understand.

MR. BALABANIAN: And so the -- certainly, we would be

comfortable including language about how Judge -- or, excuse

me --

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THE COURT: Former Judge Andersen.

MR. BALABANIAN: Mediator Andersen, former Judge

Andersen's determination is still subject to the Court's final

review and approval, because it is. I mean, that's just the

reality of Rule 23.

THE COURT: I didn't think that from looking at this.

MR. BALABANIAN: I understand.

THE COURT: I guess what I would say is I want you to

include something in here that says that whatever he

determines in his capacity as the settlement administrator --

MR. BALABANIAN: Special master, your Honor.

THE COURT: -- special master is, you know, subject

to my approval and that people would need to be -- that a

claimant whose claim gets turned down or cut in number or

whatever it is would need to be told at the time that Judge

Andersen decides it that they have X number of days to file

something with me to challenge it. Okay?

MR. BALABANIAN: Yes.

THE COURT: So do that.

MR. BALABANIAN: Yes.

THE COURT: And so I think I've covered all of the

points I wanted to make.

All right. Is there anything more you want to tell

me?

MR. BALABANIAN: Two things. A couple housekeeping

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matters.

I am embarrassed to say that we gave the Court a

courtesy copy of a settlement agreement that wasn't fully

executed. I do have a fully executed copy now if you want it

for your file, and I think the publication notice was cut off,

so I just want to --

THE COURT: Yeah, okay.

MR. BALABANIAN: I can give the Court a complete copy

now.

THE COURT: Which one is the publication notice?

Exhibit what?

MR. BALABANIAN: I think it was F, your Honor.

THE COURT: It's in here. Oh, you think it was cut

off at the bottom? It looked like --

MR. BALABANIAN: No, it's cut off to the side. It's

weird -- you know, it's sort of the margin was to the left.

Maybe you got a corrected version.

THE COURT: I think -- it didn't look like there were

any words missing or letters or anything like that, so I think

it's okay.

MR. BALABANIAN: Just two other minor things. I have

to acknowledge Judge Andersen's contribution to this.

THE COURT: Oh, it's been enormous. Yeah.

MR. BALABANIAN: And he worked with the parties

nights and weekends, and it would not have gotten done.

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And I have to thank the Court for the patience it's

displayed on this case. I don't think we were deserving of

it. I appreciate it, and we are glad we are here.

THE COURT: It's a big case.

All right. So with the one thing that I have asked

you to modify and the tweaks to the notice, I find that the

settlement is within the range of reasonableness. And so the

motion for preliminary approval is granted, subject to the

small changes that we talked about.

What I'd like you to try to do is get me something

by -- in terms of showing me what the website is going to look

like, tweaking the notices, and making this one modification

about, you know, adjudication issues, is two weeks a

reasonable amount of time? You probably need that long.

MR. BALABANIAN: Certainly. That's fine.

THE COURT: Okay. So I'm going to set you to come

back on the -- it's going to be a little more than that. I am

going to have you come back on the 20th of October. I am gone

for a bunch of days in the beginning of the month.

MR. BALABANIAN: That's fine, Judge.

THE COURT: All right. Thanks.

MR. BALABANIAN: Thank you for your time.

MR. O'MEARA: Judge, real quickly. I'm perhaps going

to ask the obvious here, but this is -- today is the granting

of the preliminary approval? Because our first payment is 21

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days from today.

THE COURT: Yes. I have granted the motion for

preliminary approval.

MR. O'MEARA: Thank you very much, your Honor.

MR. BALABANIAN: Thank you, your Honor.

(Which were all the proceedings had in the above-entitled

cause on the day and date aforesaid.)

I certify that the foregoing is a correct transcript from

the record of proceedings in the above-entitled matter.

Carolyn R. Cox Date

Official Court Reporter

Northern District of Illinois

/s/Carolyn R. Cox, CSR, RPR, CRR, FCRR

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