SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Am Trust Bank 

("FDIC-R"), and Am Cap Mortgage, Ltd. ("Defendant>'), (individually, the FDIC-R and 

Defendant may be referred to herein as "Party" and collectively as the "Parties,). 

RECITALS 

WHEREAS: 

Prior to December 4, 2009, Am Trust Bank f/k/a Ohio Savings Banlc ("Bank") was a 

depository institution organized and existing under the laws of the United States; 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 

12 U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, powers and 

privileges of the Bank, including those with respect to its assets. 

Among the a<;sets to which the FDIC-R succeeded were certain of the Bank's clai.ms, 

demands, and causes of action against mortgage brokers and loan sellers; 

On July 11, 2014, the FDIC-R filed a complaint for money damages against Defendant. 

This claim for damages is now pending in the United States District Court for the Northern 

District of Ohio in Federal Deposit Insurance Corporation as Receiver for Am Trust Bank v. 

AmCap Mortgage, Ltd, Case Number 14-cv-01525 ("Action"). Defendant has denied liability in 

the Action. 

The u ndersigned Parties deem it in their best interests to enter into this Agreement-to 

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 
SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC-R executes this Agreement, the Defendant agrees to 

pay the FDIC-R the sum of $275,000.00 ("the Settlement Payment"). 

B. Defendant shall deliver the Settlement Payment to the FDIC-R by direct wire 

transfer into an account designated by FDIC-R by notice to the attorneys for the Defendant or by 

check drawn upon a depository institution acceptab]e to FDIC-R and made payable to "RJ 

Landau Partners Client Trust Account." 

In the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) as 

required by subsection A , interest shall accrue on all unpaid amounts at the rate of 5% per 

annum from the date that payment was required by subsection A until the date of payment 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

date detennined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (including all accrued interest) 

to: 

1. Extend the period oftime for the Settlement Payment, including interest 

accruing from the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662l (a)(3)~ or 

2. Enforce this Agreement, in which event the Defendant agrees to 

jurisdiction in United States District Court in the Northern District of Ohio and to pay all of the 

FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. Declare the Agreement null and void, move to vacate any dismissal order, 

to which the Defendant agrees to consent, and re-institute an action on the FDIC-R's claims. 

The Defendant further agrees to waive any defense based on any statute of limitations that would 

bar any of the FDIC-R's claims and waive all objections, defenses, claims or counterclaims, and 

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covenant and agree not to assert any objections, defenses, claims or counterclaims that did not 

exist or were otherwise unavailable as of the date this Agreement was fully executed; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I. C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section I.C.2 or LC.3 at any time prior to receipt of Settlement 

Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of (1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto, in the Action. 

SECTION lll: Releases 

A The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III. C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the 

Defendant and its respective heirs, executors, administrators, representatives, successors, and 

assigns, from any and all claims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, belonging to the FDIC-R, that arise from or relate to the 

transactions contained within the cause of action alleged in the Action. 

B. The Defendant's Release. 

Effective simultaneously with the release granted in Section liLA above, the Defendant, 

on behalf of itself individually, and its respective heirs, executors, admllristrators, agents, 

representatives, successors, and assigns, hereby releases and discharges the FDIC-R, and its 

employees, officers, directors, representatives, successors and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, that arise from or relate to the causes of action alleged in the Action. 

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c. Exceptions from Releases by FDIC-R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Defendant or any other person or entity for liability, if 

any, incurred as the maker, endorser or guarantor of any promissory note or indebtedness 

payable or owed by them to FDIC-R, the Bank, other fmancial institutions, or any other person 

or entity, including without limitation any such claims acquired by FDIC-R as successor in 

interest to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority ofthe Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute ad mini strati ve 

enforcement or other proceedings seeking removal, prohibition, or any other administrative 

enforcement action. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevant provisions ofthe Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 et. seq., if appropriate. 

SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Pa1ties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

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and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assjgns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION V: Reasonable Cooperation 

A. The Parties agree to cooperate in good faith to effectuate all the terms and 

conditions of this Agreement, including doing, or causing their agents and attorneys to do, 

whatever is reasonably necessary to effectuate the signing, delivery, execution, filing, recording, 

and entry, of any documents necessary to conclude the Action and to otherwise perform tlie 

terms of this Agreement. 

SECTION VI: Other Matters 

A. No Admission of Liabilitv. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evjdence of liability by any of 

them regarding any claim. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon executjon and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of Law. Tbis Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws ofthe State of Ohio. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

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If to the FDIC-R: 

Richard J. Landau 

RJ Landau Partners PLLC 

5340 Plymouth Rd., Ste. 200 

PuulAibor,~I48105 

If to the Defendant: 

David L. Firestine 

Witschey Witschey & Firestine Co., LPA 

405 Rothrock Road, Suite 103 

Alaon, OH 44321 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement arid understanding between and among the undersigned Parties concerning the matters 

set forth herein. Th.is Agreement may not be amended or modified, nor may any of its· provisions 

be waived, except in writing signed by the Parties bound thereby, or by their respective 

authorized attomey(s), or other representative(s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties aclmowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

6. 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

(b)(

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1' '1 L I D '. TITLE: l-OVV\ s.e_ l l ~\hi\S!(Y1t1. 

PRJNT NAME: SL'\VV\ vt \ f3 . \.d/tZ.. 

AMCAP MORTGAGE, LTD. 

(b)(6) 

Date: Cllr \ t bl · / -------BY: =t -·---

TITLE: C .

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PRINTNAME: {j GzLVv--r{ f{- {j_~foJ 

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