SETTLEMENT AGREEMENT 

THIS sE·rrLEMENT AGREEMENT is made and entered into nn this S ~ day of 

November, 2009 by nnd between FEDERAL DEPOSIT INSURANCE CORPORATION, AS 

RECEIVER FOR FIRST NA TTONAL BANK OF NEVADA, SUCCESSOR IN INTEREST TO 

FIRST NATlONAL BANK OF ARIZONA ("FDIC") and JUAN CARLOS LAZCANO 

(''LAZCANO"). 

RECITALS 

WHEREAS, FDIC is the plaintiff in a civil action ngainst LAZCANO, among other 

defendants, presently pending in the United States District Court for the Southern District of 

Florida (the "Court'') bearing case number 08-21769 CIV -Gold/McAliley and styled Federal 

Deposir Insurance Corporation, Cl.~· receiver for First National Bank of Nevada, successor in 

interest to First Nttrional Bank of Arizona v. Ju£tn Carlos Lazcano, eta/. (the "Litigation"); and 

WHEREAS, FDIC and LAZCANO (together, the "Pat1ies,,) desire to resolve their 

respective claims and defenses that were or could have been asserted in the Litigation without 

further litigation and have reached an agreement (this "Settlement Agreement") to resolve all 

claims which were or could have been asserled in the Litigation. 

AGREEMENT 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth 

below as well as fot· other good and valuable consideratiot\, the receipt and sufficiency of which 

is hereby acknowledged by FDIC and LAZCANO (the "Partie!>"), iL is agreed as follows: 

1. Covenant of Cooperation by Lazcano As consideration for FDIC enterh1g into 

this Settlement Agreement, LAZCANO agrees to reasonably cooperate with FDJC and its 

attomeys, agents, employees and representatives (the "FDIC Patties") with respect to FDIC's 

remaining claims against other parties to the Litigation. The tcnn .. reasonably cooperate" includes, 

without limitation, LAZCANO'S timely and truthful response to all communications (whether by 

mail, telephone, electronic mail, or in person} with any FDIC Party; LAZCANO'S agreement to 

meet with the FDIC Pat1ies as f'DlC may reasonably deem necessary in cormection with the 

Litigation; LAZCANO'S t111thful testimony at deposition and/or trial; and any other reasonable 

request made by the FDIC tn LAZCANO. 

2. Consent Final Judgment As further considel'ation for FDIC entering into this 

Settlement Agreement, LAZCANO consents to the entry of a final judgment at the conclusion of 

the Litigation, for which execution will issue pursuant to the terms of this Settlement Agreement> 

in favor of FDIC and against LAZCANO, in the amount of Fifty Thousand and Noll 00 Dollars 

($50,000.00) (the "Consent Final Judgment"). 

3. Rvent of Default The failure of LAZCANO to "reasonably cooperate," as set 

forth in Paragraph 1. above, shall be an event of default under this Settlement Agreement. 

Notice of Default, if any, ~hn)l be ~ent to LAZCANO at the following address: 
(b)(4)?J1?.1 

(6) .................................... j---L.-.. __ _____,_[---

In the cvc1l\ of a detault by LAZCANO under this Settlement Agreement, FDIC shall, 

upon written notice of default and the expiration of a cure period of ten (1 0) business days 

beginning upon mailing of notice of default, be entitled to the amendment or vacation of the 

Consent Final Judgment (if it has already been entered) and the entry of a final judgment in favor 

of FDIC and against LAZCANO in the amount of Foul' Hundl'ed Eleven ·ntousand Six Hundred 

Fifty Seven and 18/1 00 Dollars ($411,657 .18), plus interest, court costs and n:asonable 

attomey's fees (the .. Default Event Final Judgment"). 

4. Relea~e to FDIC LAZCANO shall, effective upon the execution of this 

Settlement Agreement, forever release, discharge, acquit, and forgive FDJC, its officers, 

employees, agents, representatives and assigns from any and all claims, actions, suits, demands, 

and each of them, if more than one, Jiobilities, and proceedings both at law and in ~quity arising 

frmn or related to the Litigation, except for any claim m· cause of action necessary to enforce the 

terms of this Settle1nent Agreement. This release shall be binding upon and irture to the benefit of 

the Parties, their successors, assigns, and personal representatives. 

S. Representations and Watrntnties In order to induce FDlC to execute, deliver, 

and perform this Settlement Agreement, LAZCANO warrants and represents as follows: 

(i) The Settlement Agreement contemplated herein is enforceable against 

LAZCANO in accordance with its respective terms, subject to applicable bankruptcy and 

insolvency laws. 

(ii) LAZCANO will not and does not intend to file for relief under any 

provision of the United States Bankruptcy Code, and to the extent an involuntary petition is filed, 

this Agreement may be revoked at the ele4::tion of FDIC. 

(iii) LAZCANO pledges his continued cooperation and shall execute all other 

documents and agreements that are reasonably necessary or incitiental to fulfill the objectives of 

this Agreement. 

6. Jurisdiction of Court The Court shalJ retain jurisdiction to e11force the tem1s of 

this Agreement. 

7. Course of Deuling No course of dt~aling between FDIC and LAZCANO shnll be 

effective to amend, modify, or change any provision of this Agreement. 

8. Modifications This Settlement Agreement may not be amended, modified, or 

changed in any respect except by agreement in writing signed by FDIC and LA7..CANO. 

9. Waiver No failure on the part of fDIC to exercise or delay in exercising any 

right granted under this Settlement Agreement or any other agreemr::nt ~hall operate as a waiver 

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thereof, nor shall any single or partial exercise of any right under this Settlement Agreement 

limit any further exercise of any right. The remedies provided herei11 are cumulative and not 

exclusive of any remedies provided by law. 

10. Revocation This Settlement Agreement may be revoked by FOTC in the event 

any representation or warranty contained herein is found In be false in any material respect. 

11. Attorneys' Fees In the event either party is required to file an action to enforce 

the tenns of this Settlement Agreement, the prevailing party shall be entitled to reimbursement 

for its reasonable attorneys' fees and costs incurred in enforcing its rights under the Settlement 

Agreement. 

12. Choice of Law l11is Agreement shall be governed by and strictly construed in 

accordance with the laws of the stale of Florida. ln the event of any litigation arising out of the 

terms ofthis Settlement Agreement, the parties agree that venue shall be in Miami-Dade County, 

Florida. 

13. Integration TI-llS AGREEMENT REPRESENTS THE FINAL AGREEMENT 

BETWEEN THE PARTIES WlTH RESPECT TO THE SUBJECT MATTER HEREOF AND 

MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR ORAL OR WRITTEN. 

CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS AMONG THE 

PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. 

14. . Cantions Paragraphs, titles, or captions are designated for convenience only and 

shall in no way defin~, lilllit, extend, or describe the scupe of this Settlement Agreeme11t. 

15. Dnlfting Both parties hereto have drafted this document; no party shaH be 

deemed to be the drafter of this Settlement Agreement. LAZCANO hereby acknowledges that 

he has been advised, and has had tbe opportunity, to seek the representation oflcg3l counsel. 

16. Execution in Countermerts This Settlement Agreement may be executed in 

counterparts, each of which shall be deemed an original but each anu all signed counterpa11s 

shall he deemed to constin1te one and the same instnuuent 

17. Jury Trial Waiver TN CONSIDERATION OF FDIC AGR.CEING TO ENTER 

INTO THIS SETTLEMENT AGREEMENT, LAZCANO HEREBY KNOWINGLY, 

VOLUNTARILY AND INTENTIONALLY WAiVES THE RIGHT IT MAY HAVE TO A 

TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON OR ARlSfNG OUT 

OF, UNDER, OR IN CONNECTION WJTH THIS SETTLEMENT AGREEMENT. THIS 

PROVlSlON IS A MATERJAL INDUCEMENT FOR FDIC ENTERlNU INTO THIS 

SETfLEMENT AGREEMENT. 

JN WITNESS WHEREOF, this Agreement is cxec\lted and delivered as of the day and 

year first above written by: 

[Signatures appear on following page) 

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WITNESSES: 

(b)(6) ...................... 

(b) ( 6) ............................. 

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···························· .......................................... .. 

JUAN CARLOST.AZCANO 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, AS RECEIVER FOR 

FIRST NATIONAL BANK OF' 

NEVADA, SUCCESSOR IN INTEREST 

TO FIRST NATIONAL BANK OF 

ARIZONA 

(b)(6) 

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