Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Exhibit A Proposed Order DOCS_DE:209531.1 88601/001 Page 1 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 2 of 94 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE Chapter 11 In re Case No. 15-11755 (CSS) USA DISCOUNTERS, LTD., et al.,1 (Jointly Administered) Debtors. Re: Docket No. ___ ORDER, PURSUANT TO BANKRUPTCY CODE SECTION 105(a) AND BANKRUPTCY RULE 9019, APPROVING THE SETTLEMENT AGREEMENT AMONG THE DEBTORS AND CERTAIN STATES PARTY THERETO Upon the motion (the “Motion”)2 of USA Discounters, Ltd. (“USA Discounters”) and its affiliated debtors and debtors in possession (the “Debtors”) in the above-captioned jointly administered chapter 11 cases (the “Cases”), for entry of an order, pursuant to section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), approving a proposed settlement agreement (the “Settlement Agreement”) by and among the Debtors and the 49 States party thereto, as well as the District of Columbia, acting through their respective Attorneys General, Departments of Justice, or Offices of Consumer Protection (collectively the “Attorneys General”); and upon consideration of the Dorsey Declaration and the entire record of these chapter 11 Cases; and it appearing that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. §§ 1334 and 157, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware dated February 29, 2012; and it appearing that the Motion is a core matter pursuant to 28 U.S.C. § 157(b)(2) and that the Court 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: USA Discounters, Ltd. (5123); USA Discounters Holding Company, Inc. (8192); and USA Discounters Credit, LLC (3128). The Debtors’ address is 6353 Center Drive, Building 8, Suite 101, Norfolk, Virginia, 23502. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion or the Settlement Agreement, as applicable. DOCS_DE:209531.1 88601/001 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 3 of 94 may enter a final order consistent with Article III of the United States Constitution; and it appearing that venue of these Cases and of the Motion is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that due and adequate notice of the Motion has been given under the circumstances, and that no other or further notice need be given; and it appearing that the relief requested in the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Motion is GRANTED, as set forth herein. 2. Pursuant to Bankruptcy Code section 105(a) and Bankruptcy Rule 9019, the Settlement Agreement, which is attached hereto as Exhibit 1, is approved in its entirety. 3. The Debtors and the Attorneys General are authorized and empowered to take such actions as may be necessary or appropriate to implement the terms of this Order and the Settlement Agreement, and to perform their respective obligations under the Settlement Agreement. 4. On the Effective Date of the Settlement Agreement, all the proofs of claim set forth on Schedule 2 to the Settlement Agreement shall be deemed withdrawn with prejudice and the Debtors’ claims and noticing agent is authorized to revise the claims register in these Cases to reflect the withdrawal of such claims other than the allocated portion of the Allowed Payment Claim forth on Schedule 1 to the Settlement Agreement. 5. Upon the Effective Date of the Settlement Agreement, the Settlement Agreement shall be binding upon and shall inure to the benefit of the parties thereto and their respective 2 DOCS_DE:209531.1 88601/001 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 4 of 94 successors and assigns, including, for the avoidance of doubt, any trustee subsequently appointed on behalf the Debtors’ estates. 6. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall be effective immediately and enforceable upon its entry and the Debtors are not subject to any stay in the implementation, enforcement, or realization of the relief granted in this Order. 7. Subject to the terms of the Settlement Agreement, the Court retains jurisdiction and power with respect to all matters arising from or related to the implementation or interpretation of this Order. Without limitation, subject to the terms of the Settlement Agreement, the Court hereby retains jurisdiction and judicial power to enforce all the provisions of the Settlement Agreement (which shall be imposed and binding on the Parties through this Order as a judgment and consent decree), including the injunctive relief contained therein, and to resolve any disputes with respect to and enforce the Settlement Agreement as a “core” matter under 28 U.S.C. § 157(b). Dated: Wilmington, Delaware , 2016 ____________________________________ Honorable Christopher S. Sontchi United States Bankruptcy Judge 3 DOCS_DE:209531.1 88601/001 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 EXHIBIT 1 Settlement Agreement DOCS_DE:209531.1 88601/001 Page 5 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 6 of 94 In the Matter of USA Discounters, Ltd. (d/b/a USA Living and Fletcher?s Jewelers) SETTLEMENT AGREEMENT This Settlement Agreement (?Agreement?) is entered into between (1) USA Discounters, Ltd. (d/b/a USA Living and Fletcher?s Jewelers); USA Discounters Holding Company, Inc.; USA Discounters Credit, and their respective divisions and subsidiaries (referred to collectively as Discounters? or ?the Company?); and (2) the States of Arkansas, California, Delaware, Florida, Georgia, Hawaii,1 Illinois, Indiana, Iowa, Kansas, Louisiana, Maryland, Massachusetts, Michigan, Missouri, Nebraska, Nevada, New Hampshire, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, the District of Columbia, and any other state (except Colorado) that subsequently agrees to join in and be bound by the terms of this Agreement on or before the Effective Date (collectively referred to as the ?States,? or individually, a ?State?), acting through their respective Attorneys General, Departments of Justice, or Of?ces of Consumer Protection (the ?Attorneys General?), to fully and ?nally settle allegations by the Attorneys General that USA Discounters? conduct has violated various state and federal Consumer Protection statutes 1 Hawaii is being represented in this matter by its Attorney General in his own of?cial capacity and by its Of?ce of Consumer Protection, an agency which is not part of the Hawaii Attorney General?s Of?ce, but which is statutorily authorized to undertake Consumer Protection functions, including legal representation of the State of Hawaii. For simplicity, the entire group will be referred to as the ?Attorneys General,? and such designation, as it includes Hawaii, refers to the Executive Director of the State of Hawaii Of?ce of Consumer Protection. Page 1 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 7 of 94 and regulations that the Attorneys General have or may have authority to enforce including, but not limited to, the following: the Military Lending Act (10 U.S.C. 987), the Truth in Lending Act (15 U.S.C. 1601-67f) and its implementing regulations g, Regulation 12 C.F.R. 1026), the Fair Debt Collection Practices Act (15 U.S.C. 1692?92p), the Fair Credit Reporting Act (15 U.S.C. 1681~81x), the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5311?5641), and the States? respective Consumer Protection laws relating to unfair and deceptive business acts and practices.2 The signatories hereto are referred to collectively as the ?Parties? or each individually as a ?Party.? The Parties have agreed to execute this Agreement for the purposes of settlement only. BACKGROUND AND THE MULTISTATE INVESTIGATION 1. USA Discounters was founded in May 1991 in Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. The Company?s retail business sold brand-name consumer products, including furniture, appliances, televisions, computers, smartphones, jewelry, and other consumer goods. These goods were sold through two groups of stores one group of specialty 2 See generally Ark. Code Ann. 4-88-101 to 4-88-905; Cal. Bus. Prof. Code, 17200, et seq; Del. Code Ann. tit. 6, 2511 to 2527; DC. Code 28-3901, et seq. (2001); Fla. Stat. 501.201 to 501.213; Ga. Code Ann. 10?1-390 to 10?1-407; Haw. Rev. Stat. 480-1 to 480?24; 815 Ill. Comp. Stat. 505/1 to 505/12; Ind. Code to 24-5-0.5-12; Iowa Code 714.16 to Kan. Stat. Ann. 50-623 to 50?679a; La. Rev. Stat. Ann. 51:1401 to 5121427; Md. Code Ann., Com. Law 13-101 to 13-501 (West); Mass. Gen. Laws Ann. ch. 93A, 1 to 11; Mich. Comp. Laws 445.901 to 445.922; Mo. Rev. Stat. 407.010 to 407.1500; Neb. Rev. Stat. 59?1601 to 59-1623 and 87?301 to 87?306; Nev. Rev. Stat. 598.0903 to 598.0999; N.H. Rev. Stat. Ann. N.Y. Gen. Bus. Law 349 and 350; NC. Gen. Stat. 75-1.1 to 75?162, 75?50 to 75?56; Ohio Rev. Code Ann. 1345.01 to 1345.13 (West); Okla. Stat. tit. 15 751, etseq.; 73 Pa. Stat. Ann. 201-1 to 201- 9.3 (West); R.I. Gen. Laws to 6-13.1-29; SC. Code Ann. 39?5-10, et seq; Tenn. Code Ann. 47? 18-101 to 47?18-130; Tex. Bus. Com. Code Ann. 17.41 to 17.63 (West); Utah Code Ann. 13-11-1 through 23; Vt. Stat. Ann. tit. 9, 2451 to 2481x; Va. Code Ann. 59.1496, et seq; Wash. Rev. Code Ann. 19.86.010, et seq. Page 2 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 8 of 94 retail stores operating under the Discounters? brand (later, Living?), typically in standalone locations, and seven additional retail stores operating under the ?Fletcher?s Jewelers? brand, typically in major shopping malls. 2. While it was operating, USA Discounters sold products principally on credit through revolving or retail installment sales contracts. The installment contracts typically had a term of up to 30 months, a ?xed payment, and included reference to a security interest in the merchandise purchased by the consumer. USA Discounters also offered warranty and debt cancellation plans. 3. On August 24, 2015, USA Discounters, Ltd.; USA Discounters Holding Company, Inc.; and USA Discounters Credit, LLC each ?led a voluntary petition under chapter 11 of title 11 of the United States Code (the ?Bankruptcy Code?), thereby commencing the bankruptcy cases styled as In re USA Discounters, et Case No. 15-11755 (CSS) (Bankr. D. Del.) (the ?Bankruptcy Cases?) before the United States Bankruptcy Court for the District of Delaware (the ?Bankruptcy Court?). Those chapter 11 cases remain pending. 4. The primary stakeholders in the Bankruptcy Cases are the agent and secured lenders (collectively, ?the Secured Lenders?) under the prepetition ?nancing documents as described in the Order of the Bankruptcy Court entered on September 17, 2015 in the Bankruptcy Cases at Docket Number 133, and creditors holding general unsecured claims and represented by an of?cial committee appointed by the Of?ce of the United States Trustee in the Bankruptcy Cases. Page 3 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 9 of 94 5. All of the Living? stores closed in the summer of 2015, before the commencement of the Bankruptcy Cases. 6. In December 2015, USA Discounters closed its seven ?Fletcher?s Jewelers? stores. 7. Because of the length of its typical retail installment contracts and the typical repayment periods on revolving contracts, USA Discounters still has accounts receivable on which it continues to collect. 8. On July 6, 2015, the Tennessee Attorney General?s Of?ce, on behalf of a group of States, which now includes the States listed above, issued a Request for Information to USA Discounters. 9. The Attorneys General assert that USA Discounters violated and continue to violate numerous state and federal Consumer Protection laws under which the Attorneys General assert they are empowered to seek both legal and equitable relief, including injunctive relief, restitution, damages, penalties, and costs from any person or entity who has committed violations of law. 10. Speci?cally, the Attorneys General allege that USA Discounters engaged in the following actions they believe were unfair, abusive, false, deceptive, and/or in violation of state and federal law: a. Failing to disclose material terms of transactions clearly and conspicuously; b. Making misleading statements about the total price or the cost of a good; c. Attempting to evade state usury laws; Page 4 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 10 of 94 Using misleading disclaimers regarding the characteristics, availability, source, or quality of goods; Failing to clearly and conspicuously disclose delivery terms; Failing to clearly and conspicuously disclose the terms of gift incentive offers; Holding itself out as a discount store when it was not; Deceptively and unfairly representing that consumers would receive an extension of credit with no interest for twelve months; Failing to honor its debt cancellation program; Failing to register as an insurance provider in states that require registration for debt cancellation products; Failing to register as an insurance provider for a consumer guaranty contract in the state(s) it was required to do so; Selling warranties in violation of state law; . Unlawfully contacting third parties, including servicemembers? chain of command, as part of its debt collection practice; Unlawfully garnishing consumers? wages in several states; Failing to provide accurate truth-in-lending disclosures to consumers; Suing consumers in forums other than in the locality in which a contract was signed by the consumer or in the locality where the consumer resided; Failing to properly refund unearned premiums on warranties; Violating the Military Lending Act, 10 U.S.C. 987, by, inter alia, requiring servicemembers to pay indebtedness by allotment and by having effective interest rates in excess of 36%; Violating the Truth in Lending Act, 15 U.S.C. 1601, et seq., 12 C.F.R. 226, by deceptively advertising finance charges and interest rates; and Violating state Consumer Protection statutes. See generally supra at n.2. Page 5 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 11 of 94 11. USA Discounters cooperated with the Attorneys General and participated in mediation over June 1, 2, and 3, 2016, in an effort to address the Attorneys General?s Consumer Protection concerns and reach a resolution acceptable to the Attorneys General and USA Discounters. 12. USA Discounters denies wrongdoing of any kind (including, but not limited to, the allegations of wrongdoing set forth in paragraph 10 of this Agreement) and asserts that it has fully complied with all federal and state laws that govern its business activities, has not violated any applicable state or federal law, and has voluntarily agreed to the relief set forth in this Agreement solely to resolve the disputed claims. DEFINITIONS l3. ?Affected Consumer? means any consumer who executed a ?nancing agreement with USA Discounters and as shown on the records of USA Discounters, resides, as of the Effective Date, in any state that is represented by one of the Attorneys General, as de?ned herein who has signed this Agreement, or made an In-Store Purchase from any store located in any such state. Notwithstanding the foregoing, ?Affected Consumer? shall not mean consumers whose In?Store Purchase or Mail Order Purchase was from one of USA Discounters? Colorado stores (Stores 440 and 840), unless such consumer made a Mail Order Purchase from a non- Colorado store while living in Colorado; or who, as shown on the records of USA Discounters, ?led for bankruptcy on or before the Effective Date. Page 6 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 12 of 94 14. ?Affected Servicemember? means any Affected Consumer who was an active duty member of the United States Armed Services, as shown on the records of USA Discounters, at the time of purchase. If an Affected Consumer is later identi?ed on or before the Effective Date to have been an active duty member of the United States Armed Services at the time of purchase, such consumer shall be considered an Affected Servicemember. 15. ?Approval Order? means an order of the Bankruptcy Court granting the 9019 Motion. 16. ?Assets? means the assets of USA Discounters, whether owned in its own name or administered by any third party without limitation, consolidated in the USA Discounters bankruptcy estate and yielded to the Bankruptcy Court for administration of this Agreement. For the avoidance of doubt, the Assets shall include any USA Discounters Contract. 17. ?Consumer Lending? means granting a consumer the right, for primarily personal, family, or household purposes, to defer payment of a debt, incur debt and defer its payment, or purchase property or services and defer payment for such purchases, and/or purchasing accounts or debts generated as described in subsection above. Consumer Lending shall not include any act or omission related to the granting or collection of any receivable owed to a business, person, or other entity whose primary business or personal purpose is not to engage in Consumer Lending. 18. ?Consumer Protection,? when used herein with reference to any statute, law, rule or regulation, means the statutes listed in n.2, the state and federal statutes listed in paragraph 56; Page 7 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 13 of 94 and any other federal or state civil statute or common law cause of action which gives a state Attorney General authority to ?le suit or take any other enforcement action against a retail merchant, such as USA Discounters, or any individual associated with such merchant, for any unfair, deceptive, fraudulent, misleading, unconscionable or abusive practices that occur in connection with a Consumer Transaction. ?Consumer Transaction? means the sale, lease, offering for sale, ?nancing, or advertising of goods or services that are sold to individuals for personal, family, or household purposes, the collection of such accounts, or the performance by such merchant in connection with any agreement related to such sale, ?nancing or collection. ?Consumer Protection,? when used herein with reference to any claim, obligation, suit, governmental enforcement action, right, controversy, damage, remedy, cause of action, liability, concern, function, matter, or investigation, means such of the foregoing claim, obligation, etc.) as may arise under, pursuant to or in connection with any Consumer Protection statute, law, rule or regulation. 19. means the three major Credit Reporting Agencies: Equifax, Experian, and TransUnion. 20. ?Debt Collection? means collection on any USA Discounters Contract or, if obtained, resulting judgment, whether such collection is done by USA Discounters or an individual or entity collecting on behalf of USA Discounters. 21. ?Designated Forum? means a forum that is in: the city or county where the consumer resides at the time the action is ?led; or subject to applicable state rules or laws Page 8 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 14 of 94 relating to venue, the state where the consumer was physically present when the contract on which the action is based was signed by the consumer. 22. ?Effective Date? means the date on which the Approval Order becomes a Final Order. Within three (3) calendar days after the occurrence of the Effective Date, USA Discounters shall ?le a notice on the docket of the Bankruptcy Cases indicating the speci?c day of the Effective Date. 23. ?Final Order? means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified or amended, and as to which the time to appeal, petition for certiorari or move for reargument or rehearing has expired and no appeal or petition for certiorari is pending or has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be ?led has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or has otherwise been dismissed with prejudice. 24. ?In?Store Purchase? means a purchase where the consumer was physically present in the store at the time of purchase. 25. ?Local Forum Military Judgment? means a judgment that is both not an Out? of?State Judgment and taken against an Affected Servicemember. 26. ?Mail Order Purchase? means a purchase where the consumer was not physically present in the store at the time of purchase and the merchandise was shipped to the consumer. Page 9 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 15 of 94 27. ?Out-of-State Judgment? means a judgment obtained in a state other than the state of the store that made the sales transaction with the consumer who is the subject of the judgment, or the state of the consumer?s residence at the time the lawsuit was ?led. This term is de?ned solely for the purposes of this Agreement. 28. ?Outstanding USA Discounters Contracts? means USA Discounters Contracts with a positive balance, as shown on the books of USA Discounters as of the Effective Date. 29. ?Parties? means, collectively the Attorneys General and USA Discounters, as defined herein. 30. Discounters? shall mean USA Discounters, Ltd; USA Discounters Holding Company, Inc.; USA Discounters Credit, and their respective divisions and subsidiaries. 31. Discounters Active Accounts? means all Outstanding USA Discounters Contracts that were entered into after June 1, 2012, and which have not been reduced to an Out? of-State Judgment or Local Forum Military Judgment as of the Effective Date. 32. Discounters Contract(s)? means financing agreements between USA Discounters and Affected Consumers, whether performing or not, originated, generated, purchased, or otherwise owned by, assigned to, or serviced by USA Discounters, including the financing agreements that are part of the Assets. 33. Discounters Inactive Accounts? means all Outstanding USA Discounters Contracts that were entered into on or before June 1, 2012. Page 10 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 16 of 94 34. ?9019 Motion? means a motion ?led under Federal Rule of Bankruptcy Procedure 9019 seeking Bankruptcy Court approval of the Agreement. RELIEF WHEREAS, the Attorneys General assert that USA Discounters violated multiple state and federal Consumer Protection laws under which the Attorneys General assert they are empowered to seek both legal and equitable relief, including injunctive relief, restitution, damages, penalties, and costs from any person or entity who has committed violations of law; and WHEREAS, the USA Discounters Contracts have been the subject of a bona ?de dispute with the Attorneys General, which dispute this Agreement settles and resolves; and WHEREAS, USA Discounters denies any such violation and maintains that it fully complied with all federal and state laws; and WHEREAS, the Secured Lenders have consented to the relief granted in paragraphs 35?? 38 and 44, which relief directly impacts the Assets comprising the collateral securing the obligations owing to the Secured Lenders; and WHEREAS, the Attorneys General are willing to accept the terms of this Agreement, provide the release set forth in this Agreement, and discontinue their investigation; and WHEREAS, the balance of this Agreement contains the relief agreed to by the Parties; and Page 11 of37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 17 of 94 WHEREAS, the Parties each believe the obligations imposed by this Agreement represent the fairest and most efficient method for resolving the Consumer Protection matters that have been or could be raised by the Attorneys General. IT IS HEREBY UNDERSTOOD AND AGREED, by and between the Parties that: I. Af?rmative Obligations and Prohibitions 35. Within 30 days following the Effective Date, USA Discounters shall deem satis?ed, and permanently cease and desist from collecting on all USA Discounters Inactive Accounts, as shown by the records of USA Discounters. Thereafter, at its next regularly scheduled submission to the CRAs, but no later than 45 days after the Effective Date, USA Discounters shall submit to the CRAs a credit reporting file that marks for deletion the trade lines for these accounts. Any amounts paid after the Effective Date shall be remitted back to the Affected Consumer via check within 35 days of receipt of such payment. 36. Within 30 days following the Effective Date, USA Discounters shall apply a credit of One Hundred Dollars ($100.00) to all USA Discounters Active Accounts. This $100 credit shall be applied to the balance owed as of the Effective Date, as shown by the records of USA Discounters. If the amount of the credit would extinguish the current balance, USA Discounters shall apply only such amount as will reduce the balance to zero and no refund shall be due. Thereafter, at its next regularly scheduled submission to the CRAs, but no later than 45 days after the Effective Date, the adjusted balances following application of such credits (including zero balances, where they occur) shall be reported by USA Discounters to the CRAs. Page 12 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 18 of 94 The application of the $100 credits as speci?ed in this paragraph does not operate to change the scheduled payment amounts that customers are contractually obligated to make if an Affected Consumer is obligated to make payments of $300 on the ?rst of each month, he/she must continue to make payments of $300 on the ?rst of each month following such credit, except that such payments are applied against a balance that is $100 less than that which existed before the credit). Any amounts paid after the Effective Date by those whose accounts are reduced to a zero balance shall be remitted back to the Affected Consumer via check within 35 days of receipt of such payment. 37. Within 30 days following the Effective Date, USA Discounters shall deem satis?ed, and permanently cease and desist from collecting on all Out-of-State Judgments that exist as of the Effective Date, as shown by the records of USA Discounters. Thereafter, at its next regularly scheduled submission to the CRAs, but no later than 45 days after the Effective Date, USA Discounters shall submit to the CRAs a credit reporting ?le that marks for deletion the trade lines for these accounts. Any amounts paid after the Effective Date shall be remitted back to the Affected Consumer via check within 35 days of receipt of such payment. 38. Within 30 days following the Effective Date, USA Discounters, for all Local Forum Military Judgments in existence on the Effective Date, shall deem such judgment credited in an amount equal to ?fty percent of the original judgment amount, as shown by the records of USA Discounters. If the amount of this debt relief would extinguish the current legal balance, USA Discounters shall apply only such amount as will reduce the balance to zero, and Page 13 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 19 of 94 no refund shall be due. Thereafter, at its next regularly scheduled submission to the CRAs, but no later than 45 days after the Effective Date, the adjusted balances (including zero balances, where they occur) shall be reported by USA Discounters to the CRAs. Any amounts paid after the Effective Date by those whose accounts are reduced to a zero balance shall be remitted back to the Affected Consumer via check within 35 days of receipt of such payment. 39. Any USA Discounters Contracts, Out?of-State Judgments, or Local Forum Military Judgments deemed satis?ed, in whole or in part, and pursuant to approval by the Bankruptcy Court, shall not be considered abandoned from the bankruptcy estate and the disposition of any contracts or judgments shall constitute administration of estate property. 40. As an interim measure, between Monday, August 1, 2016, and the Effective Date, USA Discounters shall use its best efforts to refrain from actively calling, contacting or making an attempt to collect further payments on USA Discounters Inactive Accounts and Out?of?State Judgments. Any funds received on such accounts and existing judgments on or before the Effective Date shall be subject to the Cash Collateral Order entered by the Bankruptcy Court. In the event the Effective Date does not occur, then the obligations arising from this interim measure shall terminate. 41. USA Discounters shall not sell any Local Forum Military Judgments or USA Discounters Active Accounts unless the relief required by paragraphs 36 and 38 has first been applied and the purchaser of such judgments or accounts agrees in writing to adhere to the provisions contained in paragraph 44 of this Agreement with respect to such accounts. USA Page 14 of37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 20 of 94 Discounters shall provide Attorneys General with a copy of the purchaser?s signed acknowledgement within 10 business days following the sale, along with the name and contact information of the purchaser and/or the representative of the purchaser. 42. In addition, within 30 days of the Effective Date, USA Discounters shall send notice to all Affected Consumers whose accounts will be extinguished by this Agreement. That notice shall be sent to such Affected Consumers? last mail address or last email address and shall state that the validity of the Affected Consumer?s ?nancing agreement was in bona fide dispute as asserted by the Attorneys General, which dispute has been resolved by deeming them satis?ed. USA Discounters shall use its reasonable best efforts to ensure that the mail address last known to USA Discounters or email address last known to USA Discounters is used. 43. Starting not later than 30 days after the Effective Date, at such time as USA Discounters communicates to or with any other Affected Consumer regarding the balance of his or her account, USA Discounters shall communicate the balance re?ecting the credit provided by this Agreement. 44. As of the Effective Date, USA Discounters, and all persons acting in concert therewith, shall permanently cease and desist from, and agree to be permanently enjoined from: a. suing any Affected Consumers unless the actions are filed in a Designated Forum and in accordance with all applicable statutes of limitations; b. garnishing the wages of any Affected Consumer residing in a state which prohibits garnishing wages for consumer debts of such Affected Consumer; c. in attempting to collect a debt, contacting any person or entity besides the Affected Consumer for any purpose other than ascertaining the Affected Consumer?s Contact Page 15 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 21 of 94 Information or requesting that the Affected Consumer contact USA Discounters. For purposes of this subparagraph: i. ii. iV. Vi. "Affected Consumer" includes the consumer?s spouse, parent (if the consumer is a minor), guardian, executor, administrator, the consumer?s attorney, and any person the consumer expressly requests be contacted, unless that contact is prohibited by state law; "Contact Information" means the Affected Consumer?s address, phone numbers, and place of employment; the contact must not: 1. disclose that the Affected Consumer owes any debt; 2. disclose that the communication relates to the collection of a debt; or 3. occur more than once to the same third party unless requested by that party or unless USA Discounters reasonably believes that the earlier response of that person is erroneous or incomplete and that the person now has correct or complete contact information; USA Discounters may not contact an Affected Servicemember?s chain?of- command to discuss the consumer?s debt; USA Discounters may not contact an Affected Consumer?s employer to discuss the consumer?s debt; and the limitations of this subparagraph do not apply to contacts made by order of a court of competent jurisdiction or as reasonably necessary to effectuate a post?j udgment judicial remedy; d. collecting, selling, or transferring for collection any portion of the debt that is refunded or credited under this Agreement; e. Violating any applicable state or federal Consumer Protection law, including but not limited to, the Truth in Lending Act, the Dodd-Frank Act, and the applicable state statutes (see supra at and f. Violating Tex. Fin. Code 392.001?404. Persons acting in concert with USA Discounters, for purposes of the injunctive relief provided Page 16 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 22 of 94 by this paragraph shall include: USA Discounters, Ltd.; USA Discounters Holding Company, Inc.; USA Discounters Credit, LLC, and their divisions and subsidiaries, and (ii) each of their respective advisors, agents, assigns, attorneys, consultants, directors, employees, managers, of?cers, of?cials, professional persons, representatives, shareholders, and successors, whether past or present, in each case solely in their capacity as such. 45. As an interim measure, between Monday, August 1, 2016, and the Effective Date, USA Discounters shall use its best efforts to cease and desist from engaging in any of the activities that shall, as of the Effective Date, be permanently prohibited under paragraph 44 through or In the event the Effective Date does not occur, then the obligations arising from this interim measure shall terminate. 46. The Parties agree that USA Discounters (but not its directors, employees, managers, and of?cers unless acting in concert with USA Discounters or on its behalf), whether acting directly or indirectly, shall permanently cease and desist from any new Consumer Lending in any Attorneys General jurisdiction. This paragraph shall not be construed to limit or otherwise affect USA Discounters? actions with respect to accounts receivable existing as of the Effective Date, which actions may include, without limitation, deferring, restructuring, modifying, collecting, enforcing, transferring or selling any or all of the debts constituting such accounts receivable, regardless of whether such actions are performed by USA Discounters or a third party servicing or collecting the accounts receivable. Any such transfer or sale shall be in conformity with paragraph 41. Page 17 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 23 of 94 47. Following the collection or other disposition of all accounts receivable existing as of the Effective Date, USA Discounters, or any successors in interest created solely for the purpose of receiving and collecting USA Discounters accounts receivables, shall take steps to cause the business entities? statuses to be dissolved, and shall not restore or operate any more business entities or activities. 48. USA Discounters further agrees that, except as may be necessary or helpful in the collection of accounts receivable, or in a sale, assignment, or transfer in conformity with paragraph 41 above, it shall not sell, transfer, or otherwise provide to any other person, its corporate and brand names, copyrights, trademarks, customer telephone numbers and addresses, methods of doing business, promotional and operational systems and coding, text, and designs. 49. Nothing contained herein shall be construed to release, waive or otherwise bar any claim of any individual consumer or class of consumers; however, it is not the intention of the Parties to allow for the possibility of a double or duplicative recovery by any consumer. To the extent that any Affected Consumer hereafter obtains any monetary relief against USA Discounters in connection with any such claim, the relief obtained by that Affected Consumer under this Agreement shall be set off against such monetary relief. 50. USA Discounters shall communicate to the CRAs the information required by paragraphs 35?3 8, but shall not be responsible for any failure by the CRAs to adjust their records accordingly. Page 18 of37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 24 of 94 51. USA Discounters, to the extent that any relief provided under this Agreement extinguishes or deems satis?ed a judgment or lien against any Affected Consumer, shall duly notify any relevant agency or tribunal, or clerk?s of?ce of the satisfaction of such debt, and shall provide a copy of such notice to the Affected Consumer. II. Allowed Penalty Claim 52. On the Effective Date, the Attorneys General are hereby allowed a subordinated penalty claim against the bankruptcy estate of USA Discounters, Ltd. in the aggregate amount of Forty Million Dollars (the ?Allowed Penalty Claim?), the amount of which Allowed Penalty Claim shall be allocated among the Attorneys General as set forth on Schedule to this Agreement. The Allowed Penalty Claim shall be deemed allowed and hence not be subject to objection, disallowance, offset, or defense by USA Discounters or by any other party in interest in the Bankruptcy Cases; subordinated in all respects to all secured, administrative, priority, and general unsecured claims that are allowed in the Bankruptcy Cases; and the sole and exclusive right to payment that the Attorneys General shall have to any distribution or recovery in the Bankruptcy Cases. On the Effective Date, each of the Attorneys General agrees that all the proof(s) of claim set forth on Schedule 2 shall be deemed withdrawn with prejudice and that the claims register in the Bankruptcy Cases may be revised to re?ect the withdrawal of such claims in the Bankruptcy Cases other than the allocated portion of the Allowed Penalty Claim and agrees not to file, assert, or otherwise pursue against USA Discounters any further Consumer Protection claims or causes of action in or in connection with Page 19 of37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 25 of 94 the Bankruptcy Cases or in any other forum (regardless whether such claims or causes of action are unsecured, secured, priority, administrative, seek money damages, seek injunctive or non- monetary relief, or otherwise). The Attorneys General assert that this civil penalty is designed to assure that the business model shall not be revived, propagated, or reinstituted. Release and Covenant 53. For purposes of this Agreement, the term ?Released Parties? shall mean USA Discounters, Ltd.; USA Discounters Holding Company, Inc.; USA Discounters Credit, LLC, and their divisions and subsidiaries, and the Secured Lenders, and each of their respective advisors, agents, assigns, attorneys, bankers, consultants, directors, employees, managers, of?cers, of?cials, professional persons, representatives, shareholders, and successors, whether past or present, in each case solely in their capacity as such. 54. Each of the Attorneys General signing this Agreement, on behalf of his/her respective State, hereby releases, waives, and forever discharges each of the Released Parties from the following (individually and collectively, ?Claims?): any and all civil Consumer Protection claims, obligations, suits, governmental enforcement actions, rights, controversies, damages, remedies, causes of action and liabilities, whether liquidated or unliquidated, ?xed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing which relate to Consumer Protection law, in law, equity, or otherwise, that the Attorney General of that State, and to the extent allowed by law, the Consumer Protection agency (or similar agency) of that State, or any other agency or of?ce deriving its power from that State and Page 20 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 26 of 94 authorized to bring a Consumer Protection claim could have asserted under any civil Consumer Protection statute, regulation, rule, common law or other law of that State that relate to Consumer Protection, or any federal statute, regulation, rule, common law or other federal law, relating to Consumer Protection, for any act or omission arising out of, relating to, or in connection with USA Discounters and/or the activities of USA Discounters on or before the Effective Date (regardless of the name under which such act or omission occurred, and speci?cally including the names Living? and ?Fletcher?s Jewelers?). The acts and omissions subject to this release include, but are not limited to, any act or omission arising out of, relating to, or in connection with USA Discounters and/or USA Discounters? sale and ?nancing of products, debt cancellation agreements, warranties, and credit insurance, collection of accounts, including the collection of accounts by litigation, advertising of products, and obtaining or failure to obtain licenses, registrations or certi?cations to the extent that the obtaining or failure to do so would result in liability under Consumer Protection laws. 55. Each of the Attorneys General signing this Agreement hereby covenants not to sue, or otherwise commence or maintain any Claim or any Consumer Protection action or proceeding against any of the Released Parties, before any local, state, federal or other court, tribunal, or agency, based in whole or in part on any act or omission occurring in connection with the activities of USA Discounters on or before the Effective Date. This covenant shall be binding on the Attorney General of each State signing this Agreement, and to the extent allowed Page 21 of37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 27 of 94 by law, the Consumer Protection agency (or similar agency) of that State, and on any other agency or of?ce deriving its power from that State and authorized to bring a Consumer Protection claim, and shall apply to such Claims, Consumer Protection suits, actions, and proceedings brought in the name of the State, the Attorney General or other authority, as well as such Claims, Consumer Protection suits, actions, and proceedings brought in a parens patriae or other capacity. 56. Claims shall include, but not be limited to, any and all Consumer Protection claims arising from the following federal and state statutes and regulations: the Military Lending Act (10 U.S.C. 987), the Truth in Lending Act (15 U.S.C. 1601?673 and its implementing regulations Regulation Z, 12 C.F.R. 1026), the Fair Debt Collection Practices Act (15 U.S.C. 1692?92p), the Fair Credit Reporting Act (15 U.S.C. the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C. 5311?5641), state Consumer Protection statutes, statutes regulating unfair and deceptive acts and practices, statutes regulating the collection of debts, statutes regulating credit repair agencies, statutes regulating the advertising and sale of warranties, debt cancellation agreements and credit insurance, garnishment statutes, Washington State statutes ARCW 48.110.010 et seq., Texas Finance Code ?392.001-.404, and regulations, rules, or policies implementing any of the foregoing. Claims shall also include all claims arising out of any acts or omissions alleged by the Attorneys General in paragraph 10 of this Agreement. Claims shall not include any claims based on asserted tax liability. Page 22 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 28 of 94 57. The Parties expressly acknowledge and agree that the releases set forth herein are intended to extinguish civil Consumer Protection claims known and unknown and suspected and unsuspected, even if those claims may materially affect the undersigned?s decision to enter into the release. This Agreement involves full and ?nal releases for any civil claims arising under Consumer Protection laws and the Parties expressly, voluntarily, and knowingly waive and relinquish any and all rights and bene?ts which they have or may have under California Civil Code section 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. or, under any similar law of any State. The Parties are aware that they may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of this Agreement, but it is their intention fully, finally, and forever to settle and release any and all of the Consumer Protection claims referred to herein upon the Effective Date. 58. The terms of this release and covenant are to be broadly construed so as to effectuate a global resolution of all civil Consumer Protection claims that might otherwise be brought, in whole or in part, based on any acts or omissions of USA Discounters before the Effective Date. 59. This release shall not preclude or affect any right of the Attorneys General to ensure compliance with the terms and provisions of the Agreement, or to seek any and all Page 23 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 29 of 94 remedies for any violations of this Agreement. Nor shall this release preclude or affect the right of the Attorneys General to take any action regarding any future violation of any law which they have the authority to enforce. For purposes of determining whether a future violation of law has occurred, all USA Discounters Active Accounts shall, after application of the credits required by paragraphs 36 and 38, be deemed valid for purposes of any Attorney General enforcement action and shall be collectible through means that satisfy the requirements of applicable law and this Agreement. 60. The Agreement (including, without limitation, the jurisdictional and enforcement provisions of paragraph 66) shall remain in full force and effect notwithstanding any dismissal or conversion of the Bankruptcy Cases. 61. Nothing contained in this Agreement shall be construed to diminish the post- investigation con?dentiality obligations set forth in the Con?dentiality Agreement dated December 8, 2015 (as shown by signature of USA Discounters), or or the Parties? con?dentiality obligations contained in the Agreement to Mediate dated June 1, 2016. Said obligations shall survive the execution of this Agreement and shall continue to be in effect. In addition, said con?dentiality obligations (including but not limited to related notice obligations) shall inure to the bene?t of the following individuals as third party bene?ciaries, who shall have standing to enforce said con?dentiality obligations: former and current of?cers and directors of USA Discounters and individuals deposed by any Attorney General?s of?ce during the course of investigating USA Discounters (collectively, ?Interested Individuals?). For so long as USA Page 24 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 30 of 94 Discounters has a registered agent in the Commonwealth of Virginia, the obligation to provide notice to any Interested Individual shall be deemed satis?ed if notice directed to USA Discounters is served upon such registered agent. At such time as USA Discounters does not have a registered agent in the Commonwealth of Virginia, the obligation to provide notice to any Interested Individual shall be satis?ed by serving notice upon such persons, who shall be no more than three in number, as the registered agent may have designated in writing for that purpose. Any person designated to receive such notice may provide written notice of a successor designee. Any such written designations shall be provided to the Attorneys General pursuant to the provisions of paragraph 83. Nothing contained herein shall be construed to diminish any con?dentiality obligations arising under state law with respect to materials or information obtained during the course of said investigation. Nothing contained herein shall be construed to require that this Agreement be kept con?dential. IV. Bankruptcy Court Approval Process USA Discounters and the Attorneys General agree to the following process regarding approval and consummation of this Agreement: 62. This Agreement must be submitted to the Bankruptcy Court for ?nal approval after notice and a hearing in accordance with Federal Rule of Bankruptcy Procedure 9019 and other applicable bankruptcy law. USA Discounters agrees to ?le a 9019 Motion with the form and substance agreed to by the Attorneys General, within 5 calendar days after the date on which the Agreement has been executed by all the Parties; not to withdraw the 9019 Motion after it Page 25 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 31 of 94 has been ?led; and not to file any other motion, application, pleading, or request that is in any respect inconsistent with the 9019 Motion, or that would threaten, hinder, or prevent the relief requested in the 9019 Motion. 63. Except with respect to applicable provisions of Part IV and Part of this Agreement and the interim measures described in paragraphs 40 and 45, none of the terms or provisions of this Agreement shall be effective and binding on any of the Parties or any other creditors and parties in interest until the Effective Date. 64. Upon execution of this Agreement, in order to provide the Parties an opportunity to obtain the Approval Order, the Attorneys General shall suspend all pending Consumer Protection investigatory or other proceedings relating to Consumer Protection and not commence any Consumer Protection litigation in any forum, as it relates to USA Discounters and the Claims. 65. If the Bankruptcy Court declines to approve this Agreement despite the reasonable efforts of the Parties to obtain such approval, then this Agreement shall be null and void and of no force or effect (other than with respect to the evidentiary stipulations in paragraphs 67 and 72 of this Agreement) and the Parties? respective rights and remedies with respect to all matters addressed by this Agreement shall be fully reserved and the Parties shall be restored to their respective positions, status quo ante, as of the date on which the Agreement was executed by all the Parties. Page 26 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 32 of 94 V. Miscellaneous 66. By its execution and delivery of this Agreement, each of the Parties hereby irrevocably and unconditionally agrees that any dispute regarding the interpretation or enforcement of, or otherwise relating to, this Agreement shall be resolved by the Bankruptcy Court, which shall have and retain jurisdiction and judicial power to enforce all the provisions of this Agreement (which shall be imposed and binding on the Parties through the Approval Order as a judgment and consent decree), including the injunctive relief contained herein, and to resolve any disputes with respect to and enforce this Agreement as a ?core? matter under 28 U.S.C. 157(b); provided, however, that if the Bankruptcy Court declines to exercise jurisdiction or upon the closing of the Bankruptcy Cases, then any dispute regarding the interpretation or enforcement of, or otherwise relating to, this Agreement will be resolved by any state court of competent jurisdiction in the state of the Attorney General who is party to such action. Any such court in which an action is brought pursuant to this paragraph shall have concurrent jurisdiction to interpret this Agreement and enforce any of its provisions. Any violation of this Agreement may result in the imposition of any legal or equitable relief allowable under applicable law. If any future action by USA Discounters is both a violation of this Agreement and a Violation of applicable law, the Attorney General taking enforcement action may either enforce the Agreement as provided in this paragraph or take enforcement action in any court having jurisdiction with respect to such Violation of law. Page 27 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 33 of 94 67. USA Discounters represents and warrants, through the signatures below, that the terms and conditions of this Agreement are duly approved, and execution of this Agreement is duly authorized. Nothing in this paragraph affects USA Discounters? testimonial obligations or right to take legal or factual positions in defense of litigation or other legal proceedings to which the Attorneys General are not a party. This Agreement is not intended for use by any third party in any other civil or administrative proceeding, court, arbitration, or other tribunal, and is not intended, and should not be construed, as any concession, as evidence of or an admission of wrongdoing or liability by USA Discounters except to the extent allowed in a state court proceeding by Tenn. Code Ann. 47?48-409. The Parties agree that nothing in this Agreement shall create any private rights, causes of action, third party rights, or remedies for any individual or entity against USA Discounters. The Parties further agree that nothing in this Agreement shall be construed to create, waive, or limit any private right of action. This Agreement is not intended to permit, nor do the Attorneys General intend to provide, an avenue for consumers to obtain more than single restitution for any identical allegation resolved in this Agreement. 68. Any future practice of the conduct described in this Agreement may be utilized by the Attorneys General in future enforcement actions against USA Discounters and its af?liates, including, without limitation, to establish a pattern or practice of violations or the continuation of a pattern or practice of violations or to calculate the amount of any penalty, however, this shall not prejudice the right of USA Discounters to maintain that such practice or conduct is lawful. Page 28 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 34 of 94 69. The Parties hereby represent and warrant that they have not assigned or otherwise transferred any Consumer Protection claim that they may have had against the other, or asserted any such claims in any other action or proceeding. 70. If for any reason, any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be automatically reformed to embody the essence of that provision to the maximum extent permitted by law. In the event that such reformation of the invalid or unenforceable provision is not feasible, then such invalidity or unenforceability shall not affect any other provision of this Agreement. 71. To the extent not already provided under this Agreement, USA Discounters shall, upon request by the Attorneys General, provide all documentation and information reasonably necessary for the Attorneys General to verify compliance with this Agreement. 72. This Agreement constitutes a compromise of the Parties? disputes. Nothing contained herein shall constitute or be deemed to be an admission or concession by any Party as to any matter. All pre?execution drafts of this Agreement and all communications among counsel for the Parties regarding this Agreement and the exhibits or schedules hereto (collectively, the ?Negotiation Materials?) constitute settlement discussions pursuant to Federal Rule of Evidence 408 and any other applicable rules of similar import. The Negotiation Materials, and any documents or statements referred to therein, shall not be admissible in evidence against any Party in any litigation, matter, or proceeding between the Parties or involving any other parties. Page 29 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 35 of 94 73. Notwithstanding anything in this Agreement, if compliance by USA Discounters with any provision of this Agreement would render compliance with any existing or future provision of state or federal laws or regulations relating to the same subject matter impossible or unlawful, then compliance with such provision of state or federal law or regulation shall be deemed compliance with the relevant provision of this Agreement. USA Discounters shall provide written notice to the Attorneys General within 15 days of its determination that state or federal law or regulation renders compliance with a provision of this Agreement impossible or unlawful. 74. This Agreement is the product of good faith negotiations between the Parties and their respective counsel. There shall be no presumption that any ambiguity in this Agreement is to be construed against any one of the Parties. 75. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, PDF images, or other method of electronic transmission shall be considered original executed counterparts provided that receipt of copies of such counterparts is con?rmed. 76. Each Party shall bear its own fees and expenses, including all attorneys? and accounting fees, incurred in connection with the matters that are the subject of this Agreement. 77. Nothing in this Agreement shall be construed as allowing USA Discounters to violate any law, rule, or regulation. Page 30 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 36 of 94 78. Subject to Bankruptcy Court approval, after notice and a hearing as provided for by 11 U.S.C. 102, each person executing this Agreement on behalf of an entity represents and warrants to the others that he/she has authority to execute this Agreement on behalf of and to bind the entity thereto. 79. Starting 30 days after the Effective Date and continuing until such time as the relief and obligations in paragraphs 35?38 of this Agreement are distributed, applied, or otherwise completed, USA Discounters shall provide to the Attorneys General a status report every 30 days. Such report shall include, but is not limited to, which accounts have been deemed satis?ed, credited, or otherwise affected; the extent to which such accounts have been deemed satis?ed, credited, or otherwise affected; and any other information that USA Discounters deems relevant to the report. Nothing in this paragraph shall be construed to limit the applicability of paragraph 71. 80. This Agreement shall be binding upon, and shall inure to the bene?t of, the predecessors, successors, heirs, receivers, and assigns of the Parties, and each of them. The Released Parties not otherwise Parties to this Agreement are intended third?party bene?ciaries of paragraphs 53?59 of this Agreement, and, as such, shall be entitled to enforce and rely on such provisions. 81. This Agreement shall be binding on and inure to the bene?t of any subsequently appointed Chapter 11 or Chapter 7 Trustee, other estate representative, or administrator under a Chapter 1 1 plan. Page 31 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 37 of 94 82. Except as set forth in paragraph 61, this Agreement constitutes the entire agreement between the Attorneys General and USA Discounters and supersedes any prior communication, understanding or agreement, whether written or oral, concerning the subject matter of this Agreement, including, without limitation, any prior term sheets. No Party has entered into this Agreement in reliance on any other Party?s prior representation, promise, or warranty (oral or otherwise) except for those that may be set forth expressly herein. 83. All notices, requests, and other communications to any Party pursuant to this Agreement shall be in writing and shall be directed as follows: If to the Attorneys General to: Stephen J. Sovinsky Assistant Attorney General Of?ce of the Attorney General of Virginia 202 North 9th Street Richmond, Virginia 23219 E?mail: SSovinsky@oag.state.va.us Deputy Attorney General Consumer Protection and Advocate Division Tennessee Of?ce of the Attorney General 315 Deaderick Street, 20th Floor Nashville, Tennessee 37201 Email: travis.brown@ag.tn. gov and gov Laura M. Tucker, Deputy Attorney General Of?ce of the Nevada Attorney General Bureau of Consumer Protection 100 North Carson Street Carson City, Nevada 89701 E?mail: LMTucker@ag.nv.gov Or to other such representative of the Attorneys General as the Virginia Attorney Page 32 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 38 of 94 General?s Of?ce, Tennessee Attorney General?s Of?ce, or Nevada Attorney General?s Of?ce may, in writing, hereafter identify. If to USA Discounters to: Siran S. Faulders Troutman Sanders LLP 1001 Haxall Point Richmond, Virginia 23219 Tel: (804) 697-1200 Fax: (804) 698?6058 Email: Lee R. Bogdanoff Klee, Tuchin, Bogdanoff Stern LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Tel: (310) 407?4000 Fax: (310) 407-9090 Email: Or to such other persons as USA Discounters may, in writing, hereafter identify. 84. This Agreement shall be presented to the Bankruptcy Court for approval when signed by USA Discounters and the Attorneys General of all the States listed on page one of the Agreement; however, USA Discounters may, in its sole discretion, elect to proceed with this Agreement without the signature of any Attorney General, in which event this Agreement shall have no force or effect with respect to such non-signing Attorney General unless such non- signing Attorney General later signs the Agreement on or before the Effective Date. Page 33 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 39 of 94 In the Matter of: USA Discounters, Ltd. a USA Living) Settlement Agreement Dated: September 2016 USA DISCOUNT . WDB?s?cy? Vice resident and General ounsel USA DISCOUNTERS, LTD. By: SIRAN s. FAULMRS Troutman Sanders LLP Counsel for USA Discounters, Ltd. Page 34 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 40 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September ,2016 USA INC. By: Dorsey ice resident and Gene 1 Counsel Page 35 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 41 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 2 2016 Page 36 of 37 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 42 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: Luther Strange Attorney General 50?; m4 Oliva Martin Assistant Attorney General Of?ce of the Alabama Attorney General Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 43 of 94 En {he Matter 0f: EESA ?igcoumers, Em}. (d/b/a USA ?Liv?ng) Sememmt Agreemem Dated: Jahna Lindemutb Attorney General Cyi?hia C. D'rinkwater Assistant Attorney General Masks: Bar No. 8808i59 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement For the Arizona Attorney General?s Of?ce: Dated: September 7, 2016 MARK BRNOVICH Arizona Attorney General [felia R. Behj amin Assistant Attorney General 1275 W. Washington St. Phoenix, AZ 85007 Tel.: (602) 5424717 Email: coneumem??bazee. gov Page 44 of 94 Case 15-11755-CSS Doc 857-2 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: ?gmember 8 20} 6 Leslie Rutledge Arkansas Attorney General Sum ne Hixson Assistant Attorney General Filed 09/13/16 Page 45 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 in the Matter of: USA DiSceunters, Ltd. (d/b/a USA Living) Settiement Agreement Dated: KAMALA D. HARRIS Attorney General of California NICKLAS A. AKERS Senior Assistant Attorney General JUDITH FIORENTINI WW73%ka Supervising Deputy . a/ x? .r Wm my, By: cputyb A ttorney General Page 46 of 94 Case 15-11755-CSS - Doc 857-2 Filed 09/13/16 Page 47 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: 9/9/2016 George Jepsen Attorney General . AL . A. Sandra G. Arenas, KAG Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement W946 MATTHEW P. DENN ATTORNEY GENERAL OF DELAWARE Dated: Jillian G. Remming Deputy Attorney General Delaware Department of Justice 820 North French Street Wilmington, DE 19801 (302) 577?8600 Page 48 of 94 Case 15-11755-CSS Doc 8b In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 Karl Racine Philip Zip?rman Director Of?ce of Consumer Protection I?Iled 09/13/1b Office of the Attorney General for the District of Columbia Gary Tan i Assistant Attorney General Of?ce of Consumer Protection Office of the Attorney General for the District of Columbia Page 49 OT 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 PAMELA JO BONDI Attorney General, State of Florida William B. Armistead Assistant Attorney General Florida Of?ce of the Attorney General The Capitol Tallahassee, Florida 32399 P: 850~4l4~3 805 F: 8504884259 Page 50 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 51 of 94 In the Matter of: USA Discounters, Ltd. (dlbla USA Living) Settlement Agreement Dated: SAMUEL S. OLENS Attorney General of the State of Georgia By: Citristine E. Hom Assistant Attorney General Georgia Department of Law Consumer Protection Unit Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 52 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: 31?" Stephen H. Levins Executive Director State of Hawaii Of?ce of Consumer Protection By: . Lisa P. Tong Staff Attorney Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 53 of 94 in the Matter of: USA ?D?ecoun?era we. (d/b/a USA Living) Set?emem Agreement Dated: .. LAWRENCE G. WASDEN Idaho Attorney General -r Attorney General Consumer Protection Division. 954 W. Jefferson Street, Floor PO Box 83720 Boise, Idaho 83720-0010 Telephone: (208) 332-3553 Fax: (208) 334?4151 Email: iane.hochbergQDagidahO.gov Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: _September_2 2016 LISA M. MADIGAN Illinois Attorney General By: DeboraK agan I Chief, onsumer Prote?tion Divi ion Of of the Illinois Page 54 of 94 Case 15-11755-CSS Doc 857-2 In the Matter? of: Ltd. HEM Living) 3%9i?mmni? ?a . a i: 54 [)amd: .. GRMEORY ZOEUJER Indiana Attorney General Thomas Irons Deputy Attorney Genera} Filed 09/13/16 Page 55 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 56 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: 52 girl; 1014:: By: 5% THOMAS ILLER Attorney Ge ml of Iowa 1305 EfWalnut Street, 2nd Floor Des Moines, IA 50319 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 57?of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Areement DEREK IDT Kansas Attorney General ?c?w Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 58 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 9, 2016 Andy Beshear Attorney General Commonwealth of Kentucky By: Don WRodgers Assistant Attorney General Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: to Jeff Landry Attorney General Air?erto De Puy Assistant Attorney General Consumer Protection Page 59 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 60 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement 9/ 69/ JANET T. MILLS Attorney General By: LINDA CONTI Assistant Attorney General Of?ce of the Attorney General Burton Cross State Of?ce Building 111 Sewau Street, Floor Augusta, Maine 04330 Tel: 20162645591 Linda.conti@maine.gov Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 61 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Brian E. rosh Attorney General Dated: Cl /8 I (0 By: William D. Gruhn Chief, Consumer Protection Division Of?ce of the Attorney General of Maryland 200 Saint Paul Place Baltimore, MD 21202 (410)576?6557- Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 62 of 94 In the Matter of: USA. Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 Maura Healey Attorney General QfMassachusetts By: MM Lisa R. Dyen, Asasistant Attorney General Consumer Protection Division Of?ce of the Massachusetts Attorney General Case 15-11755-CSS Doc 857-2 in ?le Mame? of: SSA l?aewnlera7 Mall (oi/Ma ESA Living} Eettlemen? Agreement Dated: 25:17?? Bill Sehuette Attorney General if I, a 6 By: 5/5; a William R. 'Bt'l'?omg?giald Assistant Attorneyh?Goneral Corporate Oversight Division Filed 09/13/16 Michigan Department of Attorney General PO. Box 30755 Lansing, MI 48909 (517) bloom?eldw@michlgan. gov Page 63 of 94 Case 15-11755-CSS Doc 857-2 In the Matter (3f: USA Ltd. (d/b/a USA Living) Settlement Agreenwnt Dated: 6i 1/ i MDIU Atmmay General wasc??leggenkuhk: am Amth General Filed 09/13/16 Page 64 of 94 Of?ce Of the Mimeswm Attorney Gensrai Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 2, 281.6 JIM HOOD, ATTORNEY GENERAL STATE OF MISSISSIPPI W?x 9676 Special Assistant Aitom?ys Ge?eral Post Of?ce Box 22947 Jackson, MS 39225 Telephone: 601?359-4279 Facsimile: 601-359?423 <1 I A Bridgett??ysi. iggifis, Page 65 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 66 of 94 in the Matter of: SSA Biggiaai?mrs$ Lido (d/b/a Living) Settlement Agreement Dated: September 9, 2016 Qhris KOS'ter Attorney General By: Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 67 of 94 In the Matter 0f: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: TIM FOX Attorney General for the State of Montana By: a? I. 6W KEIMEZY fa Assistant Niamey General Department of ustice Of?ce of Consumer Prateotian 555 ?If?uller Avenue PO Bax 200151 Helena, MT 596200 1 5 3 Phone: 406.444.2026 Fax: 406.442.1894 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: THE OF NEBRASKA, ex rel. DOUGLAS J. PETERQN, Attorney General By: . Daniel J. Birdsall #25726 Assistant Attorney General Consumer Protection Division Nebraska. Attorney General?s Of?ce 21 15 State Capitol Building Lincoln, NE 68509 P: 402.471.3840 danbird sall@nebraska. gov Page 68 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 69 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: (Egg/G5? in Adam P. Laxalt Nevada Attomey Genera By: Lani?a M. Tuckerjb?puty ?Bureau of Consumer Protection, Nevada Attorney General?s Of?ce (775) 684-1244 LMTucker@ag.nv.gov Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 Joseph A. Foster Attorney General State of New Hampshire By: W. Gah?i?ga/n Assistant Attorney General Consumer Protection and Antitrust Bureau New Hampshire Department of Justice 33 Capitol Street Concord, NH 03301 603-271-1252 john. Harri gan@doi .nh.g0v Page 70 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: 9) c) (ilk CHRISTOPHER S. PORRINO Attorney General of New Jersey By: Patricia Schiripo 0 Deputy Attorney General Page 71 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 72 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: Segtember 9. 2016 HECTOR H. BALDERAS A ORNEY GENERAL OF NEW MEXICO By: Cristina Ch?ver Assistant Attorney General New Mexico Of?ce of the Attorney General 11 Lomas Blvd. NE, Suite 120 Albuquerque, NM 87102 (505) 2229039 (Direct) cubavezrevesifbnmaggov Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 73 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 9, 2016 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: Ocl-Oci- ?a ROY COOPER Attorney General of North Carolina By: KRISTINE M. RICKETTS Assistant Attorney General Financial Fraud Unit Consumer Protection Division North Carolina Department of Justice 114 W. Edenton Street Raleigh, NC 27603 Email: krickettsi?ncdt?ggy Tel: 919.716.6975 Fax: 919.716.6050 Page 74 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: C7 Wayne Stenehjem Attorney General Card/ Assistant Attorney General Consumer Protection Antitrust Division Of?ce of Attorney General of North Dakota 1050 E. Interstate Ave, Ste. 200 Bismarck, ND 585036574 Ph: 701828?5570 Fax: 701-328-5568 Page 75 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: Michael DeWine Ohio Attorney General By: MMWM Mel G. Wright (ma?a No. 0077843) Assistant Section Chief Consumer Protection Section 30 East Broad Street, 14th Floor Columbus, Ohio 43215 (614) 466-8169; (866) 528-7423 (facsimile) . gov Page 76 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discaunters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: 740W E. SCOTT PRUITT Oklahoma Attorney General By: Mama McPherson (OK State Bar #32070) Assistant Attorney General Consumer Protection Unit 313 NE 215? Street Oklahoma City, Oklahoma 73105 P: (405) 5224015 F: (405) 5220085 1 . . :ny m2; 520; :21; gm: Page 77 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: mg, ?90% ELLEN F. OSB 753239 Oregon Attorney General By; WW, Carolyn Gig/Wage, 0813 832120 Senior Assistant Attorney General Page 78 of 94 Case 15-11755-CSS Doc 857-2 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Sett?ement Agreement Dated: COMMONWEALTH OF OFFICE OF ATTORNEY GENERAL Bureau of Consumer Protection Joh?! Abel 1 Sergio Deputy Attorney General 1511?? 1001:, Strawberry Square Harrisburg, PA 17120 Telephone (717) 7834439 Fax (717) 7058795 Filed 09/13/16 Page 79 of 94 Case 15-11755-CSS Doc 857-2 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 PETER F. KILMARTIN ATTORNEY GENERAL STATE OF RHODE ISLAND By his attorney ?re/WM (44 Edmund FL. Murray, Jr. I ?7 Special Assistant Attorney General Rhode Island Department of Attorney General 150 South Main Street Providence, Rhode Island 02903 (401) 274-4400 ext. 2401 emurray@riag.ri. gov Filed 09/13/16 Page 80 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement 9/9 Alan Wilson Attorney General of?the State ol?South Carolina Dated: Vb Q. Libet ,49'Assistat?1t Deputy Attorney General OFFICE OF THE ATTORNEY GENERAL- P.O. Box 1l549 Columbia, SC 2921 (803) 7346970 (803) 734?3677 (fax) 8 y: Page 81 of 94 Lase lb-ll/bS-CSS Doc 857-2 Filed 09/13/16 Page 82 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: MARTY J. JACKLEY Attorney General . 3 I . I w: HM) Assistant Attorney General South Dakota Attorney General?s Of?ce 1302 Highway 14, Suite 1 Pierre, SD 57501 (605) 773-3215 Phi} .Carlson@state.sd.us Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 83 of 94 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement FOR THE STATE OF TENNESSEE: Dated: qI/qz?w ehth g. HERBERT H. SLATERY In Attorney General and Reper e3" B.P.R. N0. 9077 (1W, MyB.P.R. No. 34164 JEFFREY Ll HILL B.P.R. No. 16731 Assistant Attorney General Tennessee Attorney General?s Of?ce UBS Building, 20th Floor 315 Deaderiek Street Nashville, Tennessee 37243 (615) 741?3533 travis.br0wn@ag.tn.g0v Attorneys for the State of Tennessee Attorney General Signature Page In the Matter of USA Discounters, Ltd. (d/b/a USA Living and Fletcher 13? Jewelers) Settlement Agreement Case 15-11755-CSS Doc 857-2 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 9, 2016 KEN PAXTON Attorney General of Texas JEFFREY C. MATEER First Assistant Attorney General BRANTLEY STARR Deputy First Assistant Attorney General JAMES E. DAVIS Deputy Attorney General for Civil Litigation DAVID A. TALBOT Division Chief, Consumer Flrotection Division Gabriella Gonzalez State Bar No. 24080184 Gloria Salinas State Bar No. 17534300 Paul Singer State Bar No. 24033197 Assistant Attorneys General Of?ce of the Attorney General Consumer Protection Division PO. Box 12548 (MC-010) Austin, Texas 78711 Tel. (512) 463-0286 Fax (512) 473-8301 I ti-- 1 Filed 09/13/16 Page 84 of 94 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: Sean Reyes Attorney General State of Utah On behalf of Division of Consumer Protection Department of Commerce - State of Utah By: ssietaht Attorney General ?my? Page 85 of 94 - 85722" Filed: 09/13/16 - '86 ot~94~ i - In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement DATED at Montpelier, Vermont, this 8th day of September, 2016. STATE OF VERMONT . WILLIAMH. SORRELL ATTORNEY GENERAL Meridet Chaudoir Assista Attorney General Verm nt Attorney General?s Of?c 109 State Street Montpelier, VT 05609 Tel. (802) 828-1422 merideth.chaudoir@vermont. gov Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 87 of 94 En the Matter of: USA DiScounmrs, Ltd? (d/b/a USA Living) Settlement Agreement Daiad: September 2016 MARK R, HERRENG Attorney General David B. Irvin Samar Assistant Attorney General Protectien Section Of? 06 of the Attorney General of?Virginia 202 North 9th Street Richmond, Virginia 232 9 Phone: (804) 823?634] Fax: (804) Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Page 88 of 94 Settlement Agreement .. Robert W. Ferguson Washington Attorney General J6?l? A. Nelson Assistant Attorney General Consumer Protection Division By: Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a Living) Settiement Agreement 2? 2? 57/25? ifix gzw?w PATRICK Aitomey General/1?? X- i . j? 2. ,xf/ ff, By: I Lainey} A??stant Attemey Genera! Of?ce of the Attomey General Eastern Panhandle Of?ce 269 Aikens Center Martinsburg WV 25404 3044676239 Dated: Page 89 of 94 Case 15-11755-CSS Doc 857-2 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement Dated: September 8, 2016 D. Wisg?nsin AttorneEy General 2 $3 k?x Filed 09/13/16 Page 90 of 94 I: LARA Assistant Attorney General State Ba1*#1057096 Wisconsin Department of Justice Post Of?ce Box 7857 Madison, Wisconsin 53707?7857 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 In the Matter of: USA Discounters, Ltd. (d/b/a USA Living) Settlement Agreement 55 Peter K. Michael. Attorney General Dated: en a! .. Wyoming Bar Number 7~5616 Assistant Attorney General Kendrick Building 2320 Capitol Ave. Cheyenne, Wyoming 82002 P: (307) 777?7847 F: (307) 777~3435 ben.burningham@wyo. gov Page 91 of 94 Schedule 1 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 92 of 94 In re USA Discounters Ltd. Civil Penalty Distribution for Attorneys General Settlement States Total Payment 32 Arkansas $770,174.00 California $3,292,136.00 Delaware $628,460.00 District of Columbia"< $1,009,394.00 Florida $1,976,048.00 Georgia* $1,674,804.00 Hawaii $662,318.00 Illinois $1,459,250.00 Indiana $1,024,100.00 Iowa $780,326.00 Kansas $765,530.00 Louisiana $888,200.00 Maryland $981,332.00 Massachusetts $1,036,286.00 Michigan $1,254,410.00 Missouri $986,732.00 Nebraska $694,718.00 Nevada** $1,297,423.33 New Hampshire $655,280.00 New York* $2,342,892.00 North Carolina* $1,662,798.00 Ohio $1,372,328.00 Oklahoma $835,244.00 $1,455,236.00 Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 93 of 94 Rhode Island $636,164.00 South Carolina $903,914.00 Tennessee** $1,556,083.33 Texas"< $2,877,960.00 Utah $771,416.00 Vermont $606,158.00 Virginia** $1,680,391.34 Washington* $1 ,462,494.00 TOTAL $40,000,000.00 Executive Committee State Lead State Case 15-11755-CSS Doc 857-2 Filed 09/13/16 Page 94 of 94 Schedule 2 Proof of Claim Number State Date Filed 171 Arkansas 03/04/2016 148 California 02/11/2016 149 California 02/11/2016 150 California 02/ 1 1/2016 197 Delaware 05/18/2016 191 Florida 04/04/2016 178 Georgia 03/08/2016 176 Hawaii 03/07/2016 185 Illinois 03/21/2016 170 Indiana 03/04/2016 192 Iowa 04/06/2016 189 Kansas 03/04/2016 194 Louisiana 04/26/2016 201 Maryland 05/20/2016 184 Massachusetts 03/17/2016 173 Michigan 03/07/2016 175 Missouri 03/07/2016 180 Nebraska 03/09/2016 172 Nevada 03/07/2016 182 New Hampshire 03/14/2016 186 New York 03/23/2016 187 North Carolina 03/23/2016 188 Ohio 03/29/2016 179 Oklahoma 03/09/2016 198 05/19/2016 199 Rhode Island 05/20/2016 147 Tennessee 02/10/2016 200 Texas 05/20/2016 193 Utah 04/08/2016 168 Vermont 03/01/2016 169 Virginia 03/02/2016 196 Washington 05/12/2016 183 Washington DC. 03/14/2016