SETTLEMENT AGREEMENT AND RELEASE 

i1.. 

This Settlement Agreement and Release ("Agreement") is made as of this J£ day of 

May, 2013, by, between, and among the Plaintiff Federal Deposit Insurance Corporation, as 

receiver of Bank of Lincolnwood ("FDTC-R") and · Guaranty National Title Company, Robert 

Voegel and Robert Rothstein (collectively, the "Settling Defendants"). The FDIC-R and the 

Settling Defendants may be referred to herein individually as "Party" and collectively as the 

"Parties"). 

RECITALS 

WHEREAS: 

1. Prior to June 5, 2009, the Bank of Lincolnwood ("Bank") was a state nonmember 

depository institution organized and existing under the laws ofthe State of Illinois; 

2. On June 5, 2009, the IJlinois Department of Financial and Professional Regulation 

closed the Bank and appointed the FDIC-R as its receiver. ln accordance with 12 U.S.C. 

§ 1821 ( d)(2)(A)(i), the FDIC-R as receiver succeeded to all rights, titles, powers and privileges 

of the Bank, including those with respect to its assets; 

3. The Bank's assets now belonging to the FDIC-R include any and all of the Bank's 

claims, demands, and causes of actions against Settling Defendants; 

4. On November 13, 2008, the Bank of Lincolnwood filed a complaint for money 

damages and equitable relief against the Settling Defendants. On August 5, 2009 the FDIC-R 

was substituted for the Bank as the Plaintiff. Those claims for damages are now pending in the 

Circuit Court of Cook County, Illinois, Case No. 08 CH 42678 (the "Actiori"). The Settling 

Defendants deny liability. 

U$_ACTIVE-111635605.4·ClWESTOV C510312013 3.24 PM 
5. The undersigned Parties deem it in their best interests to enter into this Agreement 

to avoid the uncertainty, distraction, 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 1: Payment to FDIC-R. 

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

days following the date the FDIC-R executes this Agreement (the "Payment Due Date"), the 

Settling Defendants, jointly and severally, agree to pay the FDIC-R the sum of One l lundred and 

Forty Thousand Dollars ($140,000.00) (the "Settlement Payment"). 

B. The Settling Defendants shall deliver the Settlement Payment to the FOIC-R by 

direct wire transfer into an account to be designated by FDIC-R by notice to attorney Richard 

Rei zen for the Settling Defendants. 

C. Jf the Settlement Payment is not received by the FDIC-R on or before the date 

detcmnined by subparagraph A above, then the FDJC-R, in its sole discretion, shall have the right 

to (i) extend the period of time for payment including interest accruing from the date of 

execution of this Agreement by the FDIC-R through the date of payment at a rate of tive (5) per 

cent per annum from the Payment Due Date to the date payment is received by the FDIC-R; (ii) 

enforce this Agreement and, in such event, the Settling Defendants agree to jurisdiction in the 

United States District Court for the Northern District of Illinois and to pay all of the FDIC-R's 

reasonable attorney's fees and costs expended in enforcing the terms of this Agreement; (iii) 

terminate the Agreement, move to vacate any dismissal order, to which the Settling Defendants 

shall consent, and re-institute the Action (or institute a new action) on the FDIC-R's claims, to 

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which the Settling Defendant(s) shall consent; and/or (iv) seek any other relief available to it in 

law or equity. Any extension of time for delivery of the Settlement Payment shall not prejudice 

the FDIC-R's right to take other action or seck any relief during or after such period of 

extension, including the right to terminate this Agreement or to bring an action to enforce the 

Agreement. 

SECTION II: Stipulation and Dismissal. 

Within ten days after the latter of full execution of this Agreement by each of the Parties, 

or receipt of the Settlement Payment, the FDIC-R shall tile a stipulation of dismissal with 

prejudice, executed by the attorneys for all Parties hereto, in the form attached hereto as Exhibit 

A. 

SECTION Ill: Releases. 

A. The FDIC-R's Release. 

Upon receipt of the Settlement Payment and except as provided in PARAGRAPH Ill.C., 

the FDIC-R, for itself and its employees, officers, directors, agents, representatives, attorneys, 

successors and assigns, hereby releases and discharges each of the Settling Defendants, and their 

respective employees, officers, directors, agents, representatives, attorneys, heirs, executors, 

administrators, successors and assigns, from any and all claims, demands, contracts, obligations, 

damages, actions, and causes of action, direct or indirect, in Jaw or in equity. whether known or 

unknown, belonging to the FDIC-R, that arise from or relate to the allegations asserted in the 

Action. 

B. The Settling Defendants' Release. 

Effc~o:tivc simultaneously with the release in PARAGRAPH III.A above, the Settling 

Defendants, on behalf of themselves individually, and their respective employees, oftkcrs, 

.., 

.) 
directors, heirs, executors, administrators, agents, representatives, attorneys, successors and 

assigns, hereby release and discharge FDIC-R, the Federal Deposit Insurance Corporation, and 

each of their respective employees, officers, directors, agents, representatives, attorneys, 

successors and assigns, from any and all claims, demands, contracts, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity, that arise from or relate to, 

the Bank. 

C. Exceptions from Releases by FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC-R docs 

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 Defendants 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 (i) the FDIC-R, (ii) the Bank, (iii) other financial 

institutions, or (iv) any other person or entity, including without limitation any 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 FDlC-R 

in this Agreement. 

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

Agreement limits, waives, releases, diminishes or compromises the jurisdiction and authority of 

the Federal Deposit Insurance Corporation in the exercise of its supervisory or regulatory 

authority to institute administrative enforcement or other proceedings seeking removal, 

prohibition, civil penalties, restitution or other relief it is authorized to seek pursuant of its 

supervisory or regulatory authority against any person. 

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3. Notwithstanding any other provision, this Agreement does not waive any 

claims which could be brought by the United States through the Department of Justice, the 

lJnited 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 of the 

Victim and Witness Protection Act, 18 U .S.C. § 3663. et. seq., if appropriate. 

SECTION IV: Waiver of Dividends And Proceeds From Litigation. 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank or its 

holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the United States based on or arising out of, in whole or in part, 

the closing of the Bank, or any alleged acts or omissions by the United States government or any 

agency or department thereof in connection with the Bank, its conservatorship or receivership; 

Settling Defendants hereby knowingly assign to the FDIC-R any and all rights, title and interest 

in and to any and all such dividends, payments or other distributions, or proceeds. 

SECTION V: Insolvency. 

A. Insolvency. 

Each Settling Defendant warrants that the Payment to FDJC-R set out in Section LA is 

being funded by Robert Rothstein and Guaranty National Title Company, and that Robert Voegel 

is not contributing any money to the settlement payment. Robert Rothstein and Guaranty 

National Title Company warrant as to payments made by them or on their behalf that at the time 

of such payment, neither Robert Rothstein nor Guaranty National Title Company is insolvent nor 

will the payment made by them or on their behalf render either Robert Rothstein or Guaranty 

5 
National Title Company insolvent within the meaning and/or for the purposes of the United 

States Bankruptcy Code. Any warranty made by each Settling Defendant is not made by his or 

its counsel. 

B. Preferences. 

In the event that the FDIC-R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the fDIC-R may, without waiver of any other rights it may have in law or 

equity, (i) give the Settling Defendants an opportunity to pay to the FDIC-R the amount of such 

order; and/or (ii) terminate this Agreement and declare the release null and void, move to vacate 

any dismissal order, to which the Settling Defendants shall consent, and re-institute the FDICR's claims (or file a new action re-instituting the FDIC-R's claims), to which the Settling 

Defendants shall consent without prejudice to any defenses the Settling Defendants may have, 

except for the defense of statute of limitations, which the Settling Defendants hereby waive. 

SECTION VI: Termination. 

In the event the FDIC-R exercises its right to terminate this Agreement as provided 

herein, then, for the purposes of any statute of limitations or other time-based defense to any of 

the claims of the FDIC-R, the Parties to this Agreement shall be deemed to have reverted to their 

respective status as of 5:00 p.m. Eastern Time, January 30, 2013. 

SECTION VII: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also be sent by email, to the following: 

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If to the FDIC-R: 

Gary S. Caplan 

Reed Smith, LLP 

I 0 S. Wacker Drive 

Chicago, IL 60606 

312/207-6425 

(b)(6) ············L-1_···· -------' 

If to the Settling Defendants: 

Cortne Anway 

Apex Law Group, PC 

3728 W. Giddings Street, Floor I 

Chicago, IL 60625 

773/230-44 I 7 

(b)(6) ........................ '-! .... _ ......... .......... _ _ ...... ____ ___. 

SECTION VIII: 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 infirmity 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 hereto except to enforce its terms. 

B. Execution in Counterparts. 

This Agreement may be executed in counterparts by one or more of the Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as if one document had been signed by all Parties hereto; and each such counterpart, upon 

execution and delivery, shall be deemed a complete original, binding the Party or Parties 

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

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C. Binding Effect. 

All of the undersigned persons represents and warrants that they are a Party hereto or arc 

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, administrators, representatives, attorneys, successors and assigns. 

D. Entire A~recment. 

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 understandings. No representations, warranties or inducements have been made to 

or relied on by any Party concerning this Agreement and its exhibits other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, nor may any of its provisions be 

waived, except in writing by the Party or Parties bound thereby, or by their respective authorized 

attorney(s) or other reprcscntative(s). 

F. Specific Representations Warranties and Disclaimer. 

Settling Defendants expressly acknowledge that in determining to settle the claims 

released herein, the FDIC-R has reasonably and justifiably relied upon the accuracy of financial 

information provided to the FDIC-R in discovery and incorporated herein hy reference. Settling 

Defendants hereby specifically represent and warrant that the financial information provided by 

and on behalf of each Settlement Defendant is complete and accurate, and has not materially 

changed since the information was provided. Settling Defendants further represent and warrant 

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that they have no material assets that were not disclosed in discovery, and there have been no 

material changes in the value of any assets disclosed in discovery. If in the financial information 

provided in discovery, any of the Settling Defendants has failed to disclose any material interest, 

legal, equitable, or beneficial, in any asset, that Settling Defendant agrees to cooperate fully with 

the FDIC-R to transfer his/its interest in the asset to the FDIC-R. Moreover. if, in discovery, any 

Settling Defendant has failed to disclose any material interest, legal, equitable, or beneficial, in 

any asset, the FDIC-R, in its sole discretion, may exercise one or more or all of the following 

remedies: 

1. The FDIC-R may declare the releases granted to the Defendant as null and void, 

move to vacate any dismissal order (or file a new action re-instituting the FDIC-R's claims), to 

which the Settling Defendants shall consent; 

2. The FDIC-R may retain the Settlement Funds; and 

3. The FDIC-R may sue the Defendant for damages, an injunction, and specific 

perfonnance for the breach of this Agreement. 

G. Reasonable Cooperation. 

1. The undersigned 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 ne~.:cssary to effectuate the signing, delivery, execution, filing, 

recording, and entry, of any documents necessary to perform the terms of this Agreement. 

2. The Settling Defendants agree to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. 

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H. 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 of Illinois, without regard to its conflicts of 

laws. 

I. Forum. 

Any legal action brought to enforce this Agreement shall be brought in the United States 

District Court for the Northern District of Illinois, unless that Court lacks jurisdiction, in which 

event, or upon a final order determining a lack of jurisdiction, the Parties agree to jurisdiction in 

the Circuit Court of Cook County, Illinois. 

J. 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, her or its counsel. 

K. Severability. 

Jf any provision of this Agreement is held unenforceable, then such provision will, if 

possible, be modified to be enforceable but still reflect the Parties' intention$. In any event, the 

remaining provisions ofthis Agreement shall remain in full force and effect. 

L. Title and Captions. 

All section titles and captions contained in this Agreement arc for convenience only and 

shall not atlect the interpretation of this Agreement. 

to 
M. Authorship/Construction. 

This Agreement sets forth tenns and agreements jointly negotiated by the Parties. It is 

expr~ssly agreed that this Agreement shall not be construed for or against any Party by reason of 

which Party drafted it. 

II 
(b)(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. 

Date: 

Date: 

Date: 

FEDERAL DEPOSIT JNSURANCE CORPORATION, 

As Receiver for The Bank of Lincolnwood 

BY: lm 

TITLE: __ ~..;;,___V~Sl_.;~~L=------- PRJNTNAME: 

Guaranty National Title Company 

BY: _____________ _ 

TITLE: ____________ _ 

PRINT NAME: __________ _ 

Robert J. Voegel 

Robert Rothstein 

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(b)(6) 

(b)(6) 

IN WITNESS WHEREOF, the Panies hereto have caused this Agreement to be executed by 

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

Date: 

FEDERAL DEPOSIT INSURANCE CORPORATION, 

As Receiver for The Bank of Lincolnwood 

BY: ______________ _ 

TITLE: ____________ _ 

PRINT NAME:. __________ _ 

Guaranl ~ational Iitl' !:s!IT!Jlan~ 

BY: u OH 

TITLE: SY, 1/, f. 

PRINT NAME:_ ftv~t L n uJ-~1 J .t it-o 

\ I 

J2 
EXHIBIT A 

13 
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS 

COUNTY DEPARTMENT- CHANCERY DIVISION 

FEDERAL DEPOSIT INSURANCE 

CORPORATION as receiver for the Bank of 

Lincolnwood 

Plaintiff, 

vs. 

GUARANTY NATIONAL TITLE 

COMPANY, ROBERT J. VOEGEL, and 

ROBERT ROTHSTEIN 

Defendants. 

) 

) 

) 

) Civil Action No. 08 CH 42678 

) 

) 

) 

) 

) 

) 

) 

JOINT STIPULATION AND ORDER OF DISMISSAL 

This matter coming to be heard on the Parties' Joint Stipulation of Dismissal, all parties 

having consented by stipulation, it is hereby ordered that: 

Pursuant to the Settlement Agreement and Release entered into by the Parties, this matter is 

hereby dismissed with prejudice. Each party to pay his/its own fees and costs. 

Gary S. Caplan 

Casey L. Westover 

Reed Smith LLP 

10 South Wacker Drive 

Chicago, Illinois 60606-7507 

(312) 207-I 000 

Finn No. 44486 

Attorneys for Plaintiff 

14 

Cortne Anway 

Apex Law Group, PC 

3728 W. Giddings Street, Floor 1 

Chicago, IL 60625 

(773) 230-44 I 7 

Attorneys for Defendants 

Entered: 

Dated: 

Judge