SETTLEMENT AGREEMENT AND RELEASE 

This Settlement Agreement and Release ("Agreement") is made and entered into by and 

be_tween The Federal Deposit Insurance Corporation, as Receiver for Indy Mac Bank, F.S.B., 

("FDIC" or "Plaintiff'), on the one hand, and J. Zachary Johns, an individual doing business as 

Zack Johns Appraising, Inc. ("Johns") and Vicki Lickliter, an individual ("Lickliter") 

(collectively, "Defendants"). The FDIC and Defendants are referred to collectively as the 

"Parties." 

RECITALS 

A. WHEREAS, the FDIC filed a First Amended Complaint against Defendants and 

others entitled Federal Deposi_t Insurance Corporation a~. Receiver ofIndyMac Bank, FS.B. v. 

Vicki Lick/iter, et. al., in United States District Court, Southern District ofIndiana, Case No. 

1 :I O-CV-0323LJM-DML (the "Action"). 

B. WHEREAS, Defendants have denied the allegations of the First Amended 

Complaint. 

C. WHEREAS, the Parties desire to resolve all ofthe FDIC's claims against 

Defendant$ as set forth in Plaintiff's Fi.Ist Amended Complaint. 

AGREEMENT AND MUTUAL RELEASE 

NOW, TIIEREFORE, in consideration of the undertakings contained in this Agreement, 

and other good, valuable and sufficient consideration, the sufficiency ofwhich is hereby 

acknowledged, the Parties agree as follows: 

l. Preamble, Recitals and Exhibits. The foregoing preamble and recitals are true and 

correct and are integral parts ofthis Agreement. 
2. Settlement Payment by Defendants to FDIC. No later th.;m thirty (30) business 

days following full execution of this Agreement, Defendants shall pay Plaintiff the total amount 

ofThree Hundred Seventy One Thousand Dollars and No Cents ($371,000.00) ("Settlement 

Payment"). The Settlement Payment amounts shaJl be apportioned among Defendants as 

follows: 

a. $192,500 shall be paid by Johns through his insiJrance carrier; 

b. $177,500 shall be paid by Lickliter through her insurance carrier; and 

c. $1,000 shall be paid by Lickliter as her deductible. 

These Settlement Payments may be made by check, made payable to "FDIC as Receiver 

for IndyMac Bank FSB." The Parties agree that timely receipt of all Settlement Payment 

amounts as set forth in Paragraph 2, Sections (a) through (c), above, is an essential term ofthis 

Agreement, and a condition to the effectiveness ofthis Agreement. 

3. Dismissal ofthe Action. Together with the execution of this Agreement, counsel 

for the Parties shall execute a Stipulation of Dismissal ofthe Action against Defendants, With 

prejudice. Upon the receipt and clearing of all Settlement Payments, so that good and clear 

funds in the amount agreed to herein are actually received by Plaintiff, counsel for Plaintiff shall 

file the executed Stipulation ofDismissal with the Court and obtain an Order from the Court 

dismissing the action with prejudice. 

4. . Court to Retain Jurisdiction. The Parties agree that the Court shall have 

continuing jurisdiction to enforce the provisions ofthis Agreement to the fullest extent permitted 

by Jaw. 

5. Release by Plaintiff. The FDIC hereby releases and forever discharges 

Defendants and their current and former employees, agents, sureties, bonding companies, 

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insurers, attorneys, re-insurers, companies, corporations, successors, administrators, executors, 

assigns and affiliates, of and from any and all claims, and demands of every kind and nature, in 

law, equity or otherWise, kn9wn and unknown, suspected and unsuspected, disclosed and 

undisclosed, for damages actUal and consequential,_attomey_s' fees and costs, past, present and 

future, arising out ofthe claims or causes ofactjon set forth in the Action, except as expressly 

reserved in Paragraph 6, below. 

6. Express Reservations from Release by Plaintiff. Notwithstanding any other 

provision contained herein, by this Agreement, Plaintiff does not release, and expressly preserves 

fully and to the same extent aS if the Agreement had not been executed (a) any claims or causes 

ofaction that do not arise from or relate to the facts, occurrences and transactions alleged in the 

Action, and (b) any claims relating to the facts, occurrences and transactions alleged in the 

Action against any other person or entity not released in Paragraph 5, above. This Agreement 

does not waive or release any claim Plaintiff may have relating to or arising from any loan other 

than the loan at issue in the Action as set forth in Plaintiff's First Amended Complaint. In 

addition, this Agreement does not purport to waive, nor is it intended to waive, any claiii1S which 

could be brought by the United States through either the Department ofJustice, the United States 

Attorney's Office, or any other fed~ral department or agency, including ariy rights, if 

appropriate, to court ordered restitution pursuant to the relevant provisions of the Victim and 

. Witness Protection Act, 18 U.S. C. § 3663, et seq. 

7. Release by Defendants. Defendants hereby release and forever discharge Plaintiff 

and its current and former officers, directors, employees, agents, insnrers, attorneys, subsidiaries, 

predecessors, related companies, parent companies, successors, assigns, and affiliates, of and 

from any and all claims, and demands of every kind and nature, in law, equity, or otherWise, 

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known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual 

and consequential, attorneys' fees and costs, past, present and future, arising out ofthe claims set . . 

forth in the Action. 

8. Representations and Warranties. The Parties represent and warrant to and agree 

with each other as follows: 

a. 	 Plaintiff and Defendants have received independent legal advice from 

attorneys oftheir choice with respect to the advisability of entering into . 

this Agreement and ofgiving the releases provided herein. 

b. 	 In connection with the execution ofthis Agreement and the making ofthe 

settlement provided for herein, no Party to this Agreement has relied upon 

any statement, representation or promise ofany other Party not expressly 

contained herein. 

c. 	 This Agreement is fully integrated and contains the entire agreement of 

the Parties hereto. There are no agreements or understandings between · 

the Parties hereto relating to the matters and releases referred to in this 

Agreement other than as set forth in. this Agreement, and this Agreement 

supersedes and repl~ees any and all priQr n~gotiations and agreeiilents 

between the Parties beret(), whether written or oral. 

d. 	 Plaintiff and Defendants have made such investigation ofthe facts 

pertaining to the releases contained herein as they deem necessary. 

e. 	 The terms ofthis Agreement are contractual and are the result of 

negotiation among the Parties. Each Party has cooperated in the drafting 

and preparation ofthis Agreement. Hence, in any construction to be made 

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ofthis Agreement, the role of the Party in drafting and preparation ofthe 

Agreement shall not be referred to in order to construe the Agreement 

against that Party, and that canon of contractual interpretation shall not be 

applied. 

f. 	 This Agreement has been carefully read by e.ach of the Parties and the 

contents thereof are known and understood by e~ch of the Parties. This 

Agreement is signed freely by each Party executing it. 

g. 	 The Parties have not assigned or transferred any oftheir claims being 

released herein. 

9. Consideration. The consideration received .in comi~ction with this Agreement is 

. . 

fair, adequate and substantial and consists only of the terms set forth in this Agreement. 

l0. Modifications. This Agreement may not be amended, canceled, r:evoked or 

otherwise modified except by written agreement subscribed by all ofthe Parties to be charged 

with such modification. 

11. Agreement Binding on Successors and Assigns. This Agreement shall be binding 

upon, and shall inure to the benefit of, the Parties hereto and their respective officers, directors, 

joint venturers, partners, employees, agents, servants, heirs, administrators, executors, 

successors, representatives and assigns. 

12. Applicable Law. This Agreement has been negotiated and exchanged in the State 

of Indiana. As such, this Agreement and all matters relating thereto shall be governed by the 

laws ofthe State ofIndiana without regard to its principles of conflicts of law. In addition, in the 

event ofany disputes arising between the Parties out ofthis Agreement, the Parties agree that the 

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exclusive venue in which all disputes shall be resolved shall be by way of an action filed in the 

United States District Court for the Southern District of Indiana. 

13. Execution and Delivery Required- Effective Date. This instrument shall not be 

considered to be the Agreement (defined above) or an enforceable contract, nor shall it create 

any obligation whatsoever on the part of any or all ofthe Parties, nor shall it or any of its terms 

constitute an undertaking by any of the Parties unless and until the date on which counterparts of 

it have been signed by and exchanged amongst all Parties (via facsimile, e-mail or otherwise) 

(the ••Effective Date"). Until the Effective Date, any Party who may already have signed and 

exchanged one or more coqnterparts ofthis Agreement with other Parties shall have the right to 

revoke such signa~e. On the Effective Date, this instrument shall become the Agreement and 

shall become a binding and enforceable contract. 

14. Counterparts. This Agreerp.ent may be executed in one or more counterparts, ~ach 

ofwhich when executed and delivered shall be an original, and all of which when executed shall 

constitute one and the same instrument. Signatures on this Agreement, or any counterpart ofthis 

Agreement, transmitted by facsimile machine or electronic mail in .pdf format shall have the 

same force and effect as original signatures. 

15. Construction. Each Qfthe masculiJ?.e, feminine and neuter genders shall include 

the others. The singular shall include the plural and vice-versa. 

16. Severability. In the event any provision ofthis Agreement shall be held to be 

void, voidable or unenforceable, the remaining provisions shall remain in full force and effect. 

17. Warranty of Authority. Eacl~ Party or attorney whose signature is affixed hereto · 

in a representative capacity represents and warrants that he or she is authorized to execute this 

Agreement on behalf of and to bind the entity on whose behalf his or her signature is affixed and 

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that he or she is acting in the scope of such agency and authority. Each Party specifically 


represents and warrants that no signatures other than those made on this Agreement are 


necessary to b_ind the Parties to all of the obligations imposed by the Agreement 


18. Attorneys' Fees and Costs .. Plaintiff and Defendants each agree to pay their own 

costs, attorneys' fees and expenses incurred in conn~ction with the Action . 

. 19. Captions and Headings. The captions, paragraph numbers and paragraph 

headings appearing in this Agreement are inserted only as a matter ofconvenience and in no way 

define, limit, construe or describe the scope or intent of this Agreement, nor in-any way affect 

this Agreement. 

20. Notices. Any notice required Wider this Agreement shall be in writirig and shall 

be sent yia both e-mail and either by (i) hand delive_ry or certified or registered mail, postage 

prepaid, with return receipt requested, or (ii) fax, with a conformed copy by US Mail, postage 

- prepaid, and with such writing to be addressed to the Parties as follows: 

Perso-n To Receive Notice Notification Information 

Pau] A. Levin 

Mortgage Recovery Law Group, LLP 

Plaintiff: 

- 700 North Brand Boulevard, Suite 830 -. Los Angeles, California 91203 _ 

1 Telephone: I --- --·-­

Email:l l 

Dale W. Eikenberry 

Wooden & McLaughlin LLP 

211 N9rth Pennsylvania Street 

One Indiana Square, Suite 1800 (b)(4),(b)(6) 

Indianapolis.lN 46204-4208 . 

Telimhone: I - ···· I 

I 

With a copy to: 

(b)(4),(b)(6) 

b)(4),(b)(6) 

. (b)(4),(b)(6) 

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•' 

Person To Receive Notice Notification Information 

Defendant Lickllter: Vicki Lickliter 

. -· ----­ --­ -. -­ -----· 

With a copy to: Donald F. Foley 

Foley & Abbott 

342 Massachusetts Ave., Ste 300 

Indianapolis, IN 46204 

. Defendant Johns: J. Zachary Johns 

I I b --­ -·--­ -----­

With a copy to: Cornelius J. Harrington III 

c/o BulJaro & Carto~ P.C. 

200 N. LaSalle Street, Suite 2420 

Chicago, lL 60601 

. "' 

(b)(6) 

)(6) 

The above addresses may be changed by any Party as to such Party by providing the other 

Parties notice ofany address change in the same manner as is provided abo_ve, and which change 

shall be effective as to any Party upon receipt ofwritten notice from the other Party. In the event 

that written notice, demand, or request is made as provided in this paragraph, that writing shall 

.	be deemed to have been received by the Party to whom it was addressed on the earliest of (i) the 

date that the notice was hand delivered, (ii) the date_ the notice was sent via facsimile (so long as 

a facsimile transmittal confirmation sheet is contemporaneously generated by the facsimile 

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.. 

machine from which the transmission occurred), or (iii) three (3) days after properly addressed 

notice was deposited with the U.S. Postal Service, applicable postage prepaid. 

21. Remedies. All Parties shall be entitled to all remedies available at law or in 

equity for any violation ofthis Agreement, including, but not limited to the remedy ofspecific 

performance. 

22. Further Assurances. The Parties shall execute-such other documents as may be 

reasonably necessar~ to carry out the terms and conditions of this Agreement. 

23. Sui-vival. All warranties, representations, covenants, and agreements set forth 

herein shall survive the Effective Date. 

24. Compliance Dates. In the event that any date specified in this Agreement shall be 

on a Saturday, Sunday, or a nationally-declared holiday, then the date so specified shall be 

deemed to be the next business day following such date, and compliance by such business day 

hereunder shall not be deemed a default by either ofthe Parties under this Agreement. 

25. Waiver. The waiver by one Party ofthe performance of any covenant or 

condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by 

such Party of any other covenarit or condition or of any later instance ofthe previously waived 

covenant or condition. The waiver by any Parties ofthe time for performing an::Y- act shall not 

constitute a waiver at the time for performing any other act or an identical act required to be 

performed at a later time. 

26. Jury Trial Waiver. The Parties hereby waive any and all rights that they may 

otherwise have to a trial by jury in any action, proceeding, claim, counteidaim or third party - - . 

complaint, whether in contract or tort, at law or in equity, arising out of or in any way related to 

this Agreement. 

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27. Entire Agreement. This Agreement contains the complete agreement ofthe 

Parties concerning the subjects ofth_is Agreement and supersedes all prior drafts of this 

Agreement and all other prior agreements, promises, acknowledgements, representations and 

warranties, if any, that may have been made between or among the Parties concerning that 

subject ofthis Agreement, whether in connection With the negotiation ofthis Agreement or 

otherwise. This Agreement has been the product ofnegotiation. The Parties have had the 

opportunity to obtain independent advice from counsel. Prior draft documents were prepared, 

exchanged and discussed by some or all of the Parties before finally reaching and entering into 

this Agreement. In any nunl.ber ofinstances, words used in prior drafts may have been changed 

or rem?ved from the language ultimately agreed to i~ ~s Agreement. In the event ofa disp~te 

over the meaning ofany ofthe provisions or requirements oftbis Agreement, the fact that other 

words may have been used or deleted from earlier draft documents or provisions in such draft 

documents that were modified before being included herein, shall not be used to aid in the 

construction ofthe meaning and legal effect ofthi$ Agreement. This Agreement may not be 

modified or changed except by a written instrument executed by all ofthe Parties and no rights 

under it may be waived except by a writing signed by the waiving Party. No promises," 

representations, warranties, agreements or.other understandings exist between the parties with 

respect to the subject _matter ofthis Agreement, and this Agreement supersedes and discharges 

any and all prior promises, acknowledgements, representations, warranties, agreementS or other 

understandings that existed or may have existed between the Parties. 

(b)(6) 

Dated: November I C., , 2011 

Authorized on behalf ofThe Federal Deposit 

Insurance Corporation, as Receiver for 

IndyMac Bank, F.S.B. 

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(b)(6) 

Dated: November 1--~. 20ll 

Dated: November __• 20 II 

J\.PPROVED AS TO FORJ\1: 

Dated: November ____, 20 1J 

(b)(6) 

[}.ated: November J_, 2011 

Dared: November ____. 2011 

By:.. -·~-­ J, ZACHARY JOHNS, an individual doing 

busi:t1ess as ZACK JOHNS APPRAISER 

WOODEN & MCLAUGHLJN LLP 

By:-~------,--.-_,-----­ DALE W. EIKENBERRY, attorney 

for Plaintiff the Federal Dep<Jsit Insurance 

Corporation, as Receiver tor IndyMac Bank, 

F.S.B. 

FOLEY & TIJRNER 

(b)(6) 

BULLARO & CARTON, P.C. 

By:---··--------·-----­ Come!ius J. Harring,toh, Ill 

for Defendant.J. ZaChary Jolms, nn individual 

doing business as Zack Johns Appraisal 

I ~ 

4t>3$5J_I f)IJ(' 
-----

Dated: Nov~ber -~2011 

(b)(6) 

Dated: November .3Q_, 2011 

APPROVED AS TO FORM: 

(b)(6) 

Dated: November ~-:?1.t.2011 

Dated: November __,, 2011 

(b)(6) 

Dated: November _)_Mt-201 t 

By:~---------~-----~--- VICKI LICKLITE~ an individual 

(b)(6) 

WOODEN & MCLAUGHLIN LLP 

DALE W. EIKENBERRY; attorn / 

for Plaintiffthe Federal Deposit lns ranee 

Corporation~ as Receiver for lndyMac Bank, 

F.S.B. 

FOLEY & TIJRNBR 

By. ________~-----------

Donald F. Foley 

for Defendant Vicki Lickliter 

BULLARO & CARTON, P.C. 

(b)(6) 

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