SETTLEMENT AND RELEASE AGRE )'IE~T 

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 Defendant Atlas Abstract Agency Corporation ("Settling Defendant"), 

(individually, the FDIC-R and Settling Defendant may be referred to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Pri or to Decem ber 4, 2009, Am Trust Bank ("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. § l82l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance with 12 U.S.C. § 1821(d), the FDIC-R succeeded to all rights, titles, powers and 

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

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action that are the subject of this Agreement; 

On July 28, 2009, the FDIC-R filed a complaint for money damages against, among 

others, the Settling Defendant, who served as a title agent for the Bank with respect to certain of 

the loans at issue in the pending litigation. Those claims for damages are now pending in the 

United States District Court for the Eastern District of~ew York in FDIC as Receiver for 

Am Trust Bank v. Hodge, et al., Case No. 09-CV-3234 ("Action"). The Settling Defendant has 

denied liability in the Action. 

Felice McMahon, an individual, is the sole officer of Settling Defendant. 

The undersigned 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 sufficit:ncy 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 on which counsel for Settling Defendant receives a copy of this 

Agreement executed by the FDIC~R, the Settling Defendant agrees to pay the FDIC-R the sum of 

ninety~ five thousand dollars ($95,000.00) ("Settlement Payment"). 

B. The Settling 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 

Settling Defendant, or by certified or cashier's check drawn upon a depository institution 

acceptable to FDIC-R, or by a check from Settling Defendants' insurer, Steadfast Insurance 

Company, or Zurich Insurance Company. 

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

within the timeframe required in Section A above, interest shall accrue on all unpaid amounts at 

the rate of 5% per annum from thirty (30) calendar days following the datt: on which counsel for 

Settling Defendant receives a copy of this Agreement executed by the FDlC-R 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 of time for the Settlement Payment, including interest 

accruing from the date dctcnnincd 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 Settling Defendant agrees to 

jurisdiction in United States District Court for the Eastern District ofNew York and to pay all of 

2 
the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. ·Terminate the Agreemt:nt, move to vacate any dismissal order, to which 

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

Settling 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 that did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed, and 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. Seck 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 through I.C.4 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. 

SECTION III: Releases 

A. The PDIC-R's Releases. 

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

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

Defendant and its respective officers, heirs, executors, trustees, administrators, representatives, 

successors, and assigns, including but not limited to Pclice McMahon, from any and all claims, 

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

3 
equity, belonging to the FDIC-R, that arise from.er relate to the causes of action alleged j n the 

Action. 

B. The Settling Defendant's Release. 

Effective simultaneously with the release granted in Section HI. A. above, the 

. Settling Defendant, on behalf of itself and its respective officers, heirs, executors, trustees, 

administrators, agents, representatives, attorneys, successors, and assigns, including but not 

limited to Felice McMahon, hereby release and discharge the FDIC-R, and its employees, 

officers, directors, representatives, attorneys, 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. 

C. Exceptions from Releases by FDTC-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 Settling 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 financial 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 of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

4 
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 seck court-ordered restitution 

pursuant to the relevant provisions of the 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 arc Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

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 assigns. 

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

l:onsultcd 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 VI: 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 nec~ssary to effectuate the signing, delivery, execution, filing, recording, 

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

tcnns of this Agreement. 

SECTION VII: Other Matters 

A. No Admission of Liability. 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 evidence of liability or infinnity 

5 
by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

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 

COWlterpart, upon execution 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. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State ofl\cw York. 

D. N"oticcs. Any notices required hereunder shall be sent by registered mail, first 

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

If to the FDIC-R: William W. Jacobs, Thompson Hine LLP, 3900 Key Center, 127 Public 

Square, Cleveland OH44 r~------

Ifto the Settling Defendant: Mark Housman, Housman & Associates, P.C., 150 White 

Plains Road, Suite 310, Tarrytown, NY 10591,914.524.8500,1 I ........... m(p)(§.) 

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

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

set forth herein and supersedes any prior agreements or Wlderstandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties boWld thereby, or by their respective authorized attorney(s), or other 

representative( s). 

F. Titles and Captions. All sec6on titles and captions _contained in this Agreement 

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

G. No C.Qn_[l_dcntiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential a nd will be disclosed pursuant to the Federal Deposit Jnsurance 

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

6 
·, 

(b)(6) 

! 

I 

:.:: 

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. 

~:;:. ~~~~~~~;~ 

Date: 

Date: ___ _ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR AMTRuST BANK 

~~,I TITLL..E-: .,.., -l-0\M_S_t._l_. -L-":!-~\-D-, vi-i-s i_tTV\. __ _ 

PRll\TNAME: ..s.O\..\'Y\ vt-\ D. ) (JL 

ATLAS ABSTRACT AGE?\CY CORPORATION 

BY; -------------------

TITJ.E: ----------------------- PRJ.\IT NA'vfE: ----------------

BY: ---------------------

FELICE ::YICMAHON, individually 

7 
·--- -------·---·------ -... - ~. ·--· 

IN WITNESS WHEREOF, lbe P<1rties hereto hnvc t:uusecl this Agreement to be executed 

by each o'f thcm or their duly uuthorized rcpresenlntivc.s on rht: dntcs hereinafter subscribed. 

Date: 

Date: ~vb 

FEDERAL DEPOSIT fNSURANCE CORI'ORATJON AS 

RECEIVER FOR AMTRUST BANK 

BY: 

TITLE: - --------------

PRINT NAME.: --------- ----

(b)(6) _______ ______ --tft'BY: l.., -~----:----J---

1'<'£,· / .,., ../-

(b)(6) .................. .. . ...................................... ················· rf ......... l ....... .. Date: (t Q. iS 

7