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Case 2:07-cv-00931-DDP -FMO Document 503 Filed 11/15/10 Page 1 of 10 Page ID #:11855

1 2 3 4 5 6 7 8 9 10 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA Case No. CV 07-00931 DDP (FMOx) (Lead Case) NO JS-6

11 IN RE NEW CENTURY 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

OFFICER AND DIRECTOR FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

[PROPOSED] OFFICER AND DIRECTOR FINAL JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)


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This matter came before the Court for hearing pursuant to the Order

2 Preliminarily Approving Settlements and Providing for Notice (Preliminary 3 Approval Order or Notice Order), on the application of Lead Plaintiff New 4 York State Teachers Retirement System (Lead Class Plaintiff) and Plaintiffs 5 Carl Larson and Charles Hooten (collectively Class Plaintiffs) for approval of 6 the settlement between the Class Plaintiffs, on behalf of the Class, and the Class 7 Individual Defendants set forth in the Stipulation Of Global Settlement With New 8 Century Officers And Directors (the Global Officer And Director Stipulation or 9 Global Officer And Director Settlement). Full and adequate notice having been 10 given to the Class as required in the Courts Order, and the Court having 11 considered all papers filed and proceedings held herein and otherwise being fully 12 informed in the premises and good cause appearing therefor, 13 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. This Judgment incorporates by reference the definitions in the Global 14 15 Officer And Director Stipulation, and all capitalized terms used, but not defined 16 herein, shall have the same meanings as in the Global Officer And Director 17 Stipulation. 2. This Court has jurisdiction over the subject matter of the Consolidated 18 19 Class Action and over all parties to the Consolidated Class Action, including all 20 members of the Class. The Court hereby affirms its certification in the Preliminary Approval 3. 21 22 Order pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil 23 Procedure, of a Class defined as follows: 24 25 26 27 28 all persons and entities who purchased or otherwise acquired New Century common stock, New Century Series A Preferred Stock, New Century Series B Preferred Stock, and/or New Century call options and/or who sold New Century put options, during the time period from May 5, 2005, through and including March 13, 2007, either in the Offerings, pursuant to a registration statement, or in the market, and who, upon disclosure of certain facts alleged in the Complaint, were injured thereby. Excluded from the Class are (a) Class Defendants; (b) members of the immediate families of the Class Individual Defendants; (c) the subsidiaries and affiliates of Class
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Defendants; (d) any person or entity who was a partner, executive officer, director or controllingerson of New Centuryincluding any ( of its subsidiaries or affili or of any Class De endant; (e) an ates entity in which any Class Defendant has a controlling interest; and (fy) the legal representatives, heirs successors and assigns of any such excluded party. Also excluded from the Class are any persons who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Notice, as listed on Exhibit 1 annexed hereto.

4.

The Court also affirms its findings in the Preliminary Approval Order

8 that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal 9 Rules of Civil Procedure have been satisfied in that: (a) the number of Class 10 Members is so numerous that joinder of all members thereof is impracticable; (b) 11 there are questions of law and fact common to the Class; (c) the claims of Lead 12 Class Plaintiff and Class Plaintiffs Carl Larson and Charles Hooten are typical of 13 the claims of the Class they seek to represent; (d) Class Plaintiffs have fairly and 14 adequately represented the interests of the Class; (e) the questions of law and fact 15 common to the members of the Class predominate over any questions affecting 16 only individual members of the Class; and (f) a class action is superior to other 17 available methods for the fair and efficient adjudication of the controversy. 18 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the

19 Court affirms its certification of Class Plaintiffs as the Class representatives and 20 Lead Counsel Bernstein Litowitz Berger & Grossmann LLP as the Class counsel. 21 6. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

22 approves the Global Officer And Director Settlement set forth in the Global 23 Officer And Director Stipulation and finds that the Global Officer And Director 24 Settlement is, in all respects, fair, reasonable, adequate and entered into in good 25 faith within the meaning of California Code of Civil Procedure 877. The Court 26 further finds that the Global Officer And Director Settlement set forth in the 27 Global Officer And Director Stipulation is the result of arms-length negotiations 28 between experienced counsel representing the interests of the Parties.
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1 Accordingly, the Global Officer And Director Settlement embodied in the Global 2 Officer And Director Stipulation is hereby finally approved in all respects. The 3 Parties are hereby directed to perform its terms. 4 7. Pursuant to and in compliance with Rule 23 of the Federal Rules of

5 Civil Procedure, the Court hereby finds that due and adequate notice of these 6 proceedings was directed to all persons and entities who are Class Members, 7 advising them of the Global Officer And Director Settlement, the Plan of 8 Allocation, and Lead Counsels intent to apply for attorneys fees and 9 reimbursement of Litigation Expenses associated with the Consolidated Class 10 Action, and of their right to object thereto, and a full and fair opportunity was 11 accorded to all persons and entities who are Class Members to be heard with 12 respect to the foregoing matters. Thus, it is hereby determined that all Class 13 Members who did not timely and properly elect to exclude themselves by written 14 communication postmarked or otherwise delivered on or before the date set forth 15 in the Notice and the Preliminary Approval Order, are bound by this Judgment. 16 8. The Consolidated Class Action and all claims contained therein are

17 dismissed with prejudice as to the Class Individual Defendants. 18 9. The Parties are to bear their own costs, except as otherwise provided

19 in the Global Officer And Director Stipulation. 20 10. Upon the Effective Date, the Settled Claims shall be discharged as

21 against each and every Released Officer And Director and the Insurance Carriers, 22 and Plaintiffs shall be deemed to forever be enjoined from prosecuting any or all 23 of the Settled Claims against each and every Released Officer And Director and 24 the Insurance Carriers. 25 11. Upon the Effective Date, the Settling Individuals Claims as against

26 Class Plaintiffs and all other Class Members, the Trust, the Trustee, Alan M. 27 Jacobs individually, the Debtors, the Debtors Estates, the Plan Advisory 28 Committee, and Kodiak, and their respective heirs, predecessors, successors,
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1 assigns, employees, agents and retained professionals (other than KPMG or the 2 Underwriter Defendants) shall be released, waived, discharged and dismissed, and 3 the Settling Individuals shall be deemed to forever be enjoined from prosecuting 4 each and every of the Settling Individuals Claims against Class Plaintiffs and all 5 other Class Members, the Trust, the Trustee, Alan M. Jacobs individually, the 6 Debtors, the Debtors Estates, the Plan Advisory Committee, and Kodiak, and 7 their respective heirs, predecessors, successors, assigns, employees, agents and 8 retained professionals. 9 12. Upon the Effective Date, the Settling Individuals shall be deemed to

10 have released, waived, discharged and dismissed each and every Settling 11 Individuals Claims against KPMG and the other Released Auditor Parties, and 12 shall forever be enjoined from prosecuting each and every Settling Individuals 13 Claim against KPMG and the other Released Auditor Parties. 14 13. Upon the Effective Date, the Settling Individuals shall be deemed to

15 have released, waived, discharged and dismissed each and every claim, and shall 16 forever be enjoined from prosecuting any claim, against any and all of the 17 Underwriter Defendants and the other Released Underwriter Parties whether 18 arising under federal, state, common or foreign law, arising out of or based upon 19 the allegations, transactions, facts, matters or occurrences, representations or 20 omissions involved, set forth, or referred to in the Consolidated Class Action. 21 14. Upon the Effective Date, Kodiak shall be deemed to have released,

22 waived, discharged and dismissed, and shall forever be enjoined from prosecuting 23 each and every of the Settled Kodiak Claims as against KPMG and the other 24 Released Auditor Parties. 25 15. Upon the Effective Date, this Final Judgment And Order Of

26 Dismissal With Prejudice constitutes the final discharge of all obligations to the 27 Plaintiffs of the Settling Individuals arising out of the Officer And Director 28 Litigations. All future claims for contribution arising out of the Officer And
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1 Director Litigations by any person or entity against the Settling Individuals or by 2 any Settling Individual against any other person or entity, other than a person 3 whose liability for the Claims asserted in the Director And Officer Litigations has 4 been extinguished by the Settlement of those Claims by that Settling Individual, 5 are barred pursuant to 15 U.S.C. 78u-4(f)(7)(A). 6 16. The distribution of the Notice and the publication of the Summary

7 Notice as provided for in the Preliminary Approval Order constituted the best 8 notice practicable under the circumstances, including individual notice to all 9 members of the Class who could be identified through reasonable effort. Said 10 notice provided the best notice practicable under the circumstances of those 11 proceedings and of the matters set forth therein, including the proposed Global 12 Officer And Director Settlement set forth in the Global Officer And Director 13 Stipulation, to all persons entitled to such notice, and said notice fully satisfied the 14 requirements of Federal Rule of Civil Procedure 23, the Private Securities 15 Litigation Reform Act of 1995, due process, and any other applicable law. 16 17. The Court hereby finds and concludes that the formula for the

17 calculation of the claims which is set forth in the Plan of Allocation proposed by 18 Lead Class Plaintiff provides a fair and equitable basis upon which to allocate the 19 proceeds of the Settlements 1 among the Class Members with due consideration 20 having been given to administrative convenience and necessity. 21 18. The Court hereby finds and concludes that the Plan of Allocation

22 proposed by Lead Class Plaintiff is, in all respects, fair and equitable to the Class. 23 24 1 Settlements herein includes the settlements as set forth in the Global Officer 25 And Director Stipulation, the Stipulation of Settlement Between Plaintiffs and KPMG LLP (KPMG Stipulation or KPMG Settlement), and the Stipulation of 26 Settlement Between Plaintiffs and the Underwriter Defendants (Underwriter Settlement or Underwriter Stipulation) (collectively Settlements or 27 Stipulations). The Plan of Allocation sets forth a plan for allocating to Class 28 Members the funds allocated to the Class from all three of the Settlements.
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1 Accordingly, the Court hereby approves the Plan of Allocation proposed by Lead 2 Class Plaintiff. 3 19. Any order entered regarding any attorneys fees and any expense

4 application shall in no way disturb or affect this Final Judgment and Order of 5 Dismissal with Prejudice and shall be considered separate from this Final 6 Judgment and Order of Dismissal with Prejudice. 7 20. The Global Officer And Director Stipulation and Global Officer And

8 Director Settlement set forth therein, whether or not consummated, and any 9 proceedings taken pursuant to it: 10 a. shall not be offered or received against any of the Released Officers

11 And Directors as evidence of, or construed as, or deemed to be evidence of any 12 presumption, concession, or admission by any of the Released Officers And 13 Directors with respect to the truth of any fact alleged by Plaintiffs or the validity of 14 any claim that was or could have been asserted against any of the Released 15 Officers And Directors in the Officer And Director Litigations or in any litigation, 16 or of any liability, negligence, fault, or other wrongdoing of any kind of any of the 17 Released Officers And Directors; 18 b. shall not be offered or received against any of the Released Officers

19 And Directors as evidence of a presumption, concession or admission of any fault, 20 misrepresentation or omission with respect to any statement or written document 21 approved or made by any of the Released Officers And Directors, or against the 22 Plaintiffs or any Class Members as evidence of any infirmity in the claims of 23 Plaintiffs or the other Class Members; 24 c. shall not be offered or received against any of the Released Officers

25 And Directors, or against the Plaintiffs or any other Class Members, as evidence of 26 a presumption, concession or admission with respect to any liability, negligence, 27 fault or wrongdoing of any kind, or in any way referred to for any other reason as 28 against any of the Released Officers And Directors, in any other civil, criminal or
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1 administrative action or proceeding, other than such proceedings as may be 2 necessary to effectuate the provisions of this Stipulation; provided, however, that if 3 this Stipulation is approved by the Consolidated Class Action Court, the Settling 4 Individuals, any other Released Officer And Director, or any Class Member may 5 refer to it to effectuate the protection from liability granted them hereunder; 6 d. shall not be construed against any of the Released Officers And

7 Directors, Plaintiffs or any other Class Members as an admission, concession, or 8 presumption that the consideration to be given hereunder represents the amount 9 which could be or would have been recovered after trial; 10 e. shall not be construed against Plaintiffs or any other Class Members

11 as an admission, concession, or presumption that any of their claims are without 12 merit or that damages recoverable under the Officer And Director Litigations 13 would not have exceeded the Officer And Director Settlement Amount; and 14 f. shall not be construed as or received in evidence as an admission,

15 concession or presumption that class certification is appropriate in this 16 Consolidated Class Action, except for purposes of this Settlement. 17 21. The Global Officer And Director Stipulation may be filed in an action

18 to enforce or interpret the terms of the Global Officer And Director Stipulation, the 19 Global Officer And Director Settlement contained therein, and any other 20 documents executed in connection with the performance of the agreements 21 embodied therein. The Stipulation and/or this Final Judgment And Order Of 22 Dismissal With Prejudice may be filed in any action in order to support a defense 23 or counterclaim based on the principles of res judicata, collateral estoppel, full 24 faith and credit, release, good faith settlement, judgment bar, or reduction or any 25 other theory of claim preclusion or issue preclusion or similar defense or 26 counterclaim. 27 22. Without affecting the finality of this Final Judgment And Order Of

28 Dismissal With Prejudice in any way, this Court hereby retains continuing
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1 jurisdiction over: (a) implementation of this Global Officer And Director 2 Settlement and any award or distribution of the settlement fund, including interest 3 earned thereon; (b) the allowance, disallowance or adjustment of any Class 4 Members claim on equitable grounds and any award or distribution of the 5 settlement fund; (c) disposition of the settlement fund; (d) hearing and determining 6 applications for attorneys fees and Litigation Expenses in the Consolidated Class 7 Action; (e) enforcing and administering this Judgment; (f) all parties hereto for the 8 purpose of construing, enforcing and administering the Global Officer And 9 Director Stipulation; and (g) other matters related or ancillary to the foregoing. 10 23. The Court finds that during the course of the Consolidated Class

11 Action, the Parties and their respective counsel at all times complied with the 12 requirements of Federal Rule of Civil Procedure 11. 13 24. In the event that the Global Officer And Director Settlement does not

14 become effective in accordance with the terms of the Global Officer And Director 15 Stipulation or the Effective Date does not occur, or in the event that the settlement 16 fund, or any portion thereof, is returned to any person or entity contributing to the 17 settlement fund, then this Final Judgment And Order Of Dismissal with Prejudice 18 shall be rendered null and void to the extent provided by and in accordance with 19 the Global Officer And Director Stipulation and shall be vacated and, in such 20 event, all orders entered and releases delivered in connection herewith shall be null 21 and void to the extent provided by and in accordance with the Global Officer And 22 Director Stipulation. 23 25. Without further Order of the Court, the Parties may agree to

24 reasonable extensions of time to carry out any of the provisions of the Global 25 Officer And Director Stipulation. 26 27 28 \\ \\ \\
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1 2 26. There is no just reason for delay in the entry of this Judgment and IT IS SO ORDERED,

3 immediate entry by the Clerk of the Court is expressly directed. 4 5 6 DATED: November 15, 2010 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [PROPOSED] OFFICER AND DIRECTOR FINAL JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx) 9 r THE HONORABLE DEAN D. PREGERSON UNITED STATES DISTRICT JUDGE

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1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA Case No. CV 07-00931 DDP (FMOx) (Lead Case) NO JS-6

9 10 IN RE NEW CENTURY 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

UNDERWRITER DEFENDANTS FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

[PROPOSED] UNDERWRITER FINAL JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)


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This matter came before the Court for hearing pursuant to the Order

2 Preliminarily Approving Settlements and Providing for Notice (Preliminary 3 Approval Order or Notice Order), on the application of Lead Plaintiff New 4 York State Teachers Retirement System (Lead Plaintiff) and Plaintiffs Carl 5 Larson and Charles Hooten (collectively Plaintiffs) for approval of the 6 settlement between Plaintiffs and the Underwriter Defendants set forth in the 7 Stipulation Of Settlement Between Plaintiffs And The Underwriter Defendants 8 (the Underwriter Stipulation or Underwriter Settlement). Full and adequate 9 notice having been given to the Class as required in the Courts Order, and the 10 Court having considered all papers filed and proceedings held herein and otherwise 11 being fully informed in the premises and good cause appearing therefor, 12 NOW, THEREFORE, IT IS HEREBY ORDERED THAT: This Judgment incorporates by reference the definitions in the 1. 13 14 Underwriter Stipulation, and all capitalized terms used, but not defined herein, 15 shall have the same meanings as in the Underwriter Stipulation. This Court has jurisdiction over the subject matter of the Consolidated 2. 16 17 Action and over all Parties to the Consolidated Action, including all members of 18 the Class. 3. The Court hereby affirms its certification in the Preliminary Approval 19 20 Order pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil 21 Procedure, of a Class defined as follows: 22 23 24 25 26 27 28 all persons and entities who purchased or otherwise acquired New Century common stock, New Century Series A Preferred Stock, New Century Series B Preferred Stock, and/or New Century call options and/or who sold New Century put options, during he time period t from May 5, 2005, through and including March 13, 2007, either in the Offerings, pursuant to a registration statement, or in the market, and who, upon disclosure of certain facts alleged in the Complaint, were injured thereby. Excluded from the Class are (a) Defendants; members of the immediate families of the Individual Defendants; ^C3 the subsidiaries and affiliates of Defendants; (d) any person or entity who was a partner, executive officer, director or controlling erson of New Century (including any of its subsidiaries or affiliates or of any Defendant; (e) any entity in which any Defendant has a controlling interest; and (f) the legal representatives, heirs, successors and assigns
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of any such excluded party. Also excluded from the Class are any persons who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Notice, as listed on Exhibit 1 annexed hereto. 4. The Court also affirms its findings in the Preliminary Approval Order

5 that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal 6 Rules of Civil Procedure have been satisfied in that: (a) the number of Class 7 Members is so numerous that joinder of all members thereof is impracticable; (b) 8 there are questions of law and fact common to the Class; (c) the claims of New 9 York State Teachers Retirement System (NYSTRS) and Plaintiffs Carl Larson 10 and Charles Hooten are typical of the claims of the Class they seek to represent; (d) 11 Plaintiffs have fairly and adequately represented the interests of the Class; (e) the 12 questions of law and fact common to the members of the Class predominate over 13 any questions affecting only individual members of the Class; and (f) a class action 14 is superior to other available methods for the fair and efficient adjudication of the 15 controversy. 16 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the

17 Court affirms its certification of Plaintiffs as Class Representatives and Lead 18 Counsel Bernstein Litowitz Berger & Grossmann LLP as Class Counsel. 19 6. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

20 approves the Underwriter Settlement set forth in the Underwriter Stipulation and 21 finds that the Underwriter Settlement is, in all respects, fair, reasonable, and 22 adequate to the Lead Plaintiff, the Class and each of the Class Members. The 23 Court further finds that the Underwriter Settlement set forth in the Underwriter 24 Stipulation is the result of arms-length negotiations between experienced counsel 25 representing the interests of the Parties. Accordingly, the Underwriter Settlement 26 embodied in the Underwriter Stipulation is hereby finally approved in all respects. 27 The Parties are hereby directed to perform its terms. 28 7. Pursuant to and in compliance with Rule 23 of the Federal Rules of
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1 Civil Procedure, the Court hereby finds that due and adequate notice of these 2 proceedings was directed to all persons and entities who are Class Members, 3 advising them of the Underwriter Settlement, the Plan of Allocation, and Lead 4 Counsels intent to apply for attorneys fees and reimbursement of Litigation 5 Expenses associated with the Consolidated Action, and of their right to object 6 thereto, and a full and fair opportunity was accorded to all persons and entities 7 who are Class Members to be heard with respect to the foregoing matters. Thus, it 8 is hereby determined that all Class Members who did not timely and properly elect 9 to exclude themselves by written communication postmarked or otherwise 10 delivered on or before the date set forth in the Notice and the Preliminary 11 Approval Order, are bound by this Judgment. 12 8. The Consolidated Action and all claims contained therein are

13 dismissed with prejudice as to the Underwriter Defendants. The parties are to bear 14 their own costs, except as otherwise provided in the Underwriter Stipulation. 15 9. Upon the Effective Date, Plaintiffs and members of the Class, on

16 behalf of themselves, their parent companies, subsidiaries, affiliates, heirs, 17 executors, administrators, predecessors, successors and assigns, and any and all of 18 their current and former officers, directors, employees, agents and attorneys shall 19 be deemed by operation of law to have released, waived, discharged and dismissed 20 each and every Settled Claim, and shall forever be enjoined from prosecuting any 21 or all Settled Claims, against any Released Underwriter Party. 22 10. Upon the Effective Date, the Underwriter Defendants and each of the

23 other Released Underwriter Parties, on behalf of themselves, their parent 24 companies, subsidiaries, affiliates, heirs, executors, administrators, predecessors, 25 successors and assigns, and any and all of their current and former officers, 26 directors, employees, agents and attorneys shall be deemed by operation of law to 27 have released, waived, discharged and dismissed each and every one of the 28 Released Parties Claims, and shall forever be enjoined from prosecuting any or all
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1 of the Released Parties Claims, against Plaintiffs and their employees, agents and 2 attorneys, and all other Class Members. 3 11. Upon the Effective Date, and conditioned on the Underwriter Defendants and

4 the other Released Underwriter Parties receiving substantively reciprocal releases from the 5 Settling Individuals, the Underwriter Defendants and the other Released Underwriter 6 Parties shall be deemed by operation of law to have released, waived, discharged 7 and dismissed, and shall forever be enjoined from prosecuting, all Claims Against 8 Officers And Directors against any of the Settling Individuals. 9 12. Pursuant to the Underwriter Judgment, upon the Effective Date, and

10 conditioned on the Underwriter Defendants and the other Released Underwriter 11 Parties receiving substantively reciprocal releases from KPMG and the Released 12 Auditor Parties, the Underwriter Defendants and the other Released Underwriter 13 Parties shall be deemed by operation of law to have released, waived, discharged 14 and dismissed each and every claim, and shall forever be enjoined from 15 prosecuting any claim, against KPMG and the Released Auditor Parties arising 16 under federal, state, common or foreign law, arising out of or based upon the 17 allegations, transactions, facts, matters or occurrences, representations or 18 omissions involved, set forth, or referred to in the Consolidated Action. 19 13. Upon the Effective Date, this Final Judgment And Order Of

20 Dismissal With Prejudice constitutes the final discharge of all obligations to the 21 Plaintiffs of the Underwriter Defendants arising out of the Consolidated Action. 22 All future claims for contribution arising out of the Consolidated Action by any 23 person or entity against the Underwriter Defendants or by the Underwriter 24 Defendants against any other person or entity, other than a person whose liability 25 has been extinguished by this Settlement, are barred pursuant to 15 U.S.C. 78u26 4(f)(7)(A). 27 14. The distribution of the Notice of Pendency of Class Action and

28 Proposed Settlement. Settlement Fairness Hearing and Motion for Attorneys Fees
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1 and Reimbursement of Expenses (Notice) and the publication of the Summary 2 Notice as provided for in the Preliminary Approval Order constituted the best 3 notice practicable under the circumstances, including individual notice to all 4 members of the Class who could be identified through reasonable effort. Said 5 notice provided the best notice practicable under the circumstances of those 6 proceedings and of the matters set forth therein, including the proposed 7 Underwriter Settlement set forth in the Underwriter Stipulation, to all persons 8 entitled to such notice, and said notice fully satisfied the requirements of Federal 9 Rule of Civil Procedure 23, the Private Securities Litigation Reform Act of 1995, 10 due process, and any other applicable law. 11 15. The Court hereby finds and concludes that the formula for the

12 calculation of the claims which is set forth in the Plan of Allocation proposed by 13 Lead Plaintiff provides a fair and equitable basis upon which to allocate the 14 proceeds of the Settlements 1 among the Class Members with due consideration 15 having been given to administrative convenience and necessity. 16 16. The Court hereby finds and concludes that the Plan of Allocation

17 proposed by Lead Plaintiff is, in all respects, fair and equitable to the Class. 18 Accordingly, the Court hereby approves the Plan of Allocation proposed by Lead 19 Plaintiff. 20 17. Any order entered regarding any attorneys fees and for expense

21 application shall in no way disturb or affect this Final Judgment And Order Of 22 Settlements herein includes the settlements as set forth in the Underwriter 24 Stipulation, the Stipulation of Settlement Between Plaintiffs and KPMG LLP 25 (KPMG Settlement or KPMG Stipulation), and the Stipulation of Global Settlement with New Century Officer and Directors (Global Officer And Director 26 Settlement or Global Officer And Director Stipulation) (collectively 27 Settlements or Stipulations). The Plan of Allocation sets forth a plan for allocating to Class Members the funds allocated to the Class from all three of the 28 Settlements.
1

23

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1 Dismissal With Prejudice and shall be considered separate from this Final 2 Judgment And Order Of Dismissal With Prejudice. 3 18. The Underwriter Stipulation and Underwriter Settlement set forth

4 therein, whether or not consummated, and any proceedings taken pursuant to it: 5 a. shall not be offered or received against any of the Released

6 Underwriter Parties as evidence of, or construed as, or deemed to be evidence of 7 any presumption, concession, or admission by any of the Released Underwriter 8 Parties with respect to the truth of any fact alleged by Plaintiffs or the validity of 9 any claim that was or could have been asserted against any of the Released 10 Underwriter Parties in this Consolidated Action or in any litigation, or of any 11 liability, negligence, fault, or other wrongdoing of any kind of any of the Released 12 Underwriter Parties; 13 b. shall not be offered or received against any of the Released

14 Underwriter Parties as evidence of a presumption, concession or admission of any 15 fault, misrepresentation or omission with respect to any statement or written 16 document approved or made by any of the Released Underwriter Parties, or against 17 the Plaintiffs or any Class Members as evidence of any infirmity in the claims of 18 Plaintiffs or the other Class Members; 19 c. shall not be offered or received against any of the Released

20 Underwriter Parties, or against the Plaintiffs or any other Class Members, as 21 evidence of a presumption, concession or admission with respect to any liability, 22 negligence, fault or wrongdoing of any kind, or in any way referred to for any 23 other reason as against any of the Released Underwriter Parties, in any other civil, 24 criminal or administrative action or proceeding, other than such proceedings as 25 may be necessary to effectuate the provisions of this Stipulation; provided, 26 however, that if this Stipulation is approved by the Court, Underwriter Defendants, 27 any other Released Underwriter Party, or any Class Member may refer to it to 28 effectuate the protection from liability granted them hereunder;
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d.

shall not be construed against any of the Released Underwriter

2 Parties, Plaintiffs or any other Class Members as an admission, concession, or 3 presumption that the consideration to be given hereunder represents the amount 4 which could be or would have been recovered after trial; 5 e. shall not be construed against Plaintiffs or any other Class

6 Members as an admission, concession, or presumption that any of their claims are 7 without merit or that damages recoverable under the Complaint would not have 8 exceeded the Underwriter Settlement Amount; and 9 f. shall not be construed as or received in evidence as an

10 admission, concession or presumption that class certification is appropriate in this 11 Consolidated Action, except for purposes of this Underwriter Settlement. 12 19. The Underwriter Stipulation may be filed in an action to enforce or

13 interpret the terms of the Underwriter Stipulation, the Underwriter Settlement 14 contained therein, and any other documents executed in connection with the 15 performance of the agreements embodied therein. The Released Underwriter 16 Parties and/or any Class Member may file the Stipulation and/or this Final 17 Judgment And Order Of Dismissal With Prejudice in any action that may be 18 brought against them in order to support a defense or counterclaim based on the 19 principles of res judicata, collateral estoppel, full faith and credit, release, good 20 faith settlement, judgment bar, or reduction or any other theory of claim preclusion 21 or issue preclusion or similar defense or counterclaim. 22 20. Without affecting the finality of this Final Judgment And Order Of

23 Dismissal With Prejudice in any way, this Court hereby retains continuing 24 jurisdiction over: (a) implementation of this Underwriter Settlement and any award 25 or distribution of the Settlement Fund. including interest earned thereon; (b) the 26 allowance, disallowance or adjustment of any Class Members claim on equitable 27 grounds and any award or distribution of the Settlement Fund; (c) disposition of 28 the Settlement Fund; (d) hearing and determining applications for attorneys fees
-7- [PROPOSED] UNDERWRITER FINAL JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)


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1 and Litigation Expenses in the Consolidated Action; (e) enforcing and 2 administering this Judgment; (f) all parties hereto for the purpose of construing, 3 enforcing and administering the Underwriter Stipulation; and (g) other matters 4 related or ancillary to the foregoing. 5 21. The Court finds that during the course of the Consolidated Action, the

6 Parties and their respective counsel at all times complied with the requirements of 7 Federal Rule of Civil Procedure 11. 8 22. In the event that the Underwriter Settlement does not become

9 effective in accordance with the terms of the Underwriter Stipulation or the 10 Effective Date does not occur, or in the event that the Settlement Fund, or any 11 portion thereof, is returned to the Underwriter Defendants, then this Final 12 Judgment And Order Of Dismissal With Prejudice shall be rendered null and void 13 to the extent provided by and in accordance with the Underwriter Stipulation and 14 shall be vacated and, in such event, all orders entered and releases delivered in 15 connection herewith shall be null and void to the extent provided by and in 16 accordance with the Underwriter Stipulation. 17 23. Without further Order of the Court, the parties may agree to

18 reasonable extensions of time to carry out any of the provisions of the Underwriter 19 Stipulation. 20 24. There is no just reason for delay in the entry of this Judgment and IT IS SO ORDERED,

21 immediate entry by the Clerk of the Court is expressly directed. 22 23 24 DATED: November 15, 2010 25 26 27 28
-8- [PROPOSED] UNDERWRITER FINAL JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)

THE HONORABLE DEAN D. PREGERSON UNITED STATES DISTRICT JUDGE


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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
[PROPOSED] ORDER Case No. 2:07-cv-00931-DDP (FMOx)

NO JS-6

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA IN RE NEW CENTURY Case No. CV 07-00931 DDP (FMOx) (Lead Case)

ORDER GRANTING LEAD COUNSELS MOTION FOR AN AWARD OF ATTORNEYS FEES AND REIMBURSEMENT OF EXPENSES


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WHEREAS, Lead Counsels motion for an award of attorneys fees and

2 reimbursement of expenses (the Motion) came before the Court for hearing on 3 November 8, 2010, pursuant to the Courts Order Preliminarily Approving 4 Settlements and Proving for Notice dated August 10, 2010 (Preliminary Approval 5 Order, ECF No. 489); and due and adequate notice having been given to the Class 6 as required in the Preliminary Approval Order; and the Court, having read and 7 considered the Motion and supporting declarations and exhibits and being fully 8 informed of the related proceedings, now FINDS, CONCLUDES AND ORDERS 9 as follows: 1. This order incorporated by reference the definitions in the Stipulations 10 11 of Settlement previously filed with the Court, and all capitalized terms used herein 12 shall have the same meanings as set forth in the Stipulations, unless otherwise 13 noted herein. 2. This Court has jurisdiction over the subject matter of the litigation and 14 15 over all parties to this litigation, including all members of the Class. 16 3. The Court hereby finds and concludes that due and adequate notice

17 was directed to the Class, and a full and fair opportunity was accorded to all Class 18 Members to be heard. 4. The Court hereby grants the attorneys fees and expenses requested in 19 20 connection with the Settlements. 5. The Court hereby awards attorneys fees of $14,410,933.80 21 22 (approximately 11.5% of the total settlement amount) payable to Lead Counsel 23 Bernstein Litowitz Berger & Grossmann LLP (Bernstein Litowitz or Lead 24 Counsel). The Court also awards Lead Counsel reimbursement of litigation 25 expenses in the amount of $3,064,348.82 payable to Lead Counsel Bernstein 26 Litowitz. The Court awards interest that has accrued on the attorneys fees and the 27 expenses awarded, at the same rate as earned by the settlement funds. Pursuant to 28 the Stipulations, Lead Counsel shall have the sole authority to allocate the Court-1- [PROPOSED] ORDER Case No. 2:07-cv-00931-DDP (FMOx)


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1 awarded attorneys fees amongst Plaintiffs Counsel in a manner which it, in good 2 faith, believes reflects the contributions of such counsel to the prosecution and 3 settlement of the action. 4 6. Pursuant to the Stipulations, the attorneys fees and expenses and

5 interest, as awarded by the Court, shall be paid to Lead Counsel from the 6 settlement funds immediately upon award, notwithstanding the existence of any 7 timely filed objections thereto, or potential for appeal therefrom, or collateral 8 attack on the Settlements or any part thereof. 9 7. The Court finds that an award of attorneys fees of approximately

10 11.5% of the settlement funds is fair and reasonable and consistent with the Ninth 11 Circuits awards utilizing the percentage of recovery method applicable for 12 common fund cases and is less than the Ninth Circuits 25% benchmark; and in 13 consideration of the following factors, among others: the negotiation of the retainer 14 agreement and approval of the fee request by the Lead Plaintiff; the fact that there 15 are no objections to the fee and expense requests; the work performed; the 16 litigation risks faced; the results achieved; and the skill required and the quality of 17 the representation by Lead Counsel. 18 8. The Court also grants the request of Lead Plaintiff New York State

19 Teachers Retirement System for an award of $6,611.27, and the request of 20 Plaintiff Hooten for an award of $3,650, pursuant to 15 U.S.C. 78u-4(a)(4). 21 22 23 24 25 26 27 28 /// /// /// /// /// /// /// ///
-2- [PROPOSED] ORDER Case No. 2:07-cv-00931-DDP (FMOx)

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9.

There being no just reason for delay in the entry of this Order, the

2 Court hereby orders the immediate entry of this Order by the Clerk of the Court, 3 as expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil 4 Procedure. 5 IT IS SO ORDERED, 6 DATED: November 15, 2010 7 8 9 THE HONORABLE DEAN D. PREGERSON UNITED STATES DISTRICT JUDGE

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
-3- [PROPOSED] ORDER Case No. 2:07-cv-00931-DDP (FMOx)


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1 2 3 4 5 6 7 8 9 10 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA Case No. CV 07-00931 DDP (FMOx) (Lead Case) JS-6

11 IN RE NEW CENTURY 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

KPMG FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE

KPMG JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)


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This matter came before the Court for hearing pursuant to the Order

2 Preliminarily Approving Settlements and Providing for Notice (Preliminary 3 Approval Order or Notice Order), on the application of Lead Plaintiff New 4 York State Teachers Retirement System (Lead Plaintiff) and Plaintiffs Carl 5 Larson and Charles Hooten (collectively Plaintiffs) for approval of the 6 settlement between Plaintiffs and KPMG LLP (KPMG) set forth in the 7 Stipulation Of Settlement Between Plaintiffs and KPMG LLP (the KPMG 8 Stipulation or KPMG Settlement). Full and adequate notice having been given 9 to the Class as required in the Courts Order, and the Court having considered all 10 papers filed and proceedings held herein and otherwise being fully informed in the 11 premises and good cause appearing therefor, 12 NOW, THEREFORE, IT IS HEREBY ORDERED THAT: This Judgment incorporates by reference the definitions in the KPMG 1. 13 14 Stipulation, and all capitalized terms used, but not defined herein, shall have the 15 same meanings as in the KPMG Stipulation. This Court has jurisdiction over the subject matter of the Consolidated 2. 16 17 Action and over all Parties to the Consolidated Action, including all members of 18 the Class. 3. The Court hereby affirms its certification in the Preliminary Approval 19 20 Order pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil 21 Procedure, of a Class defined as follows: 22 23 24 25 26 27 28 all persons and entities who purchased or otherwise acquired New Century common stock, New Century Series A Preferred Stock, New Century Series B Preferred Stock, and/or New Century call options and/or who sold New Century put options, during he time period t from May 5, 2005, through and including March 13, 2007, either in the Offerings, pursuant to a registration statement, or in the market, and who, upon disclosure of certain facts alleged in the Complaint, were injured thereby. Excluded from the Class are (a) Defendants; members of the immediate families of the Individual Defendants; ^C3 the subsidiaries and affiliates of Defendants; (d) any person or entity who was a partner, executive officer, director or controlling erson of New Century (including any of its subsidiaries or affiliates or of any Defendant; (e) any entity in which any Defendant has a controlling interest; and (f) the legal representatives, heirs, successors and assigns
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1 2 3 4

of any such excluded party. Also excluded from the Class are any persons who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Notice, as listed on Exhibit 1 annexed hereto. 4. The Court also affirms its findings in the Preliminary Approval Order

5 that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal 6 Rules of Civil Procedure have been satisfied in that: (a) the number of Class 7 Members is so numerous that joinder of all members thereof is impracticable; (b) 8 there are questions of law and fact common to the Class; (c) the claims of New 9 York State Teachers Retirement System (NYSTRS) and Plaintiffs Carl Larson 10 and Charles Hooten are typical of the claims of the Class they seek to represent; (d) 11 Plaintiffs have fairly and adequately represented the interests of the Class; (e) the 12 questions of law and fact common to the members of the Class predominate over 13 any questions affecting only individual members of the Class; and (f) a class action 14 is superior to other available methods for the fair and efficient adjudication of the 15 controversy. 16 5. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the

17 Court affirms its certification of Plaintiffs as Class Representatives and Lead 18 Counsel Bernstein Litowitz Berger & Grossmann LLP as Class Counsel. 19 6. Pursuant to Federal Rule of Civil Procedure 23, this Court hereby

20 approves the KPMG Settlement set forth in the KPMG Stipulation and finds that 21 the KPMG Settlement is, in all respects, fair, reasonable, and adequate to the Lead 22 Plaintiff, the Class and each of the Class Members. The Court further finds that 23 the KPMG Settlement set forth in the KPMG Stipulation is the result of arms24 length negotiations between experienced counsel representing the interests of the 25 Parties. Accordingly, the KPMG Settlement embodied in the KPMG Stipulation 26 is hereby finally approved in all respects. The Parties are hereby directed to 27 perform its terms. 28 7. Pursuant to and in compliance with Rule 23 of the Federal Rules of
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1 Civil Procedure, the Court hereby finds that due and adequate notice of these 2 proceedings was directed to all persons and entities who are Class Members, 3 advising them of the KPMG Settlement, the Plan of Allocation, and Lead 4 Counsels intent to apply for attorneys fees and reimbursement of Litigation 5 Expenses associated with the Consolidated Action, and of their right to object 6 thereto, and a full and fair opportunity was accorded to all persons and entities 7 who are Class Members to be heard with respect to the foregoing matters. Thus, it 8 is hereby determined that all Class Members who did not timely and properly elect 9 to exclude themselves by written communication postmarked or otherwise 10 delivered on or before the date set forth in the Notice and the Preliminary 11 Approval Order, are bound by this Judgment. 12 8. The Consolidated Action and all claims contained therein are

13 dismissed with prejudice as to KPMG. The parties are to bear their own costs, 14 except as otherwise provided in the KPMG Stipulation. 15 9. Upon the Effective Date, Plaintiffs and members of the Class shall be

16 deemed by operation of law to have released, waived, discharged and dismissed 17 each and every Settled Claim, and shall forever be enjoined from prosecuting any 18 or all Settled Claims, against any Released Auditor Party. 19 10. Upon the Effective Date, KPMG and each of the other Released

20 Auditor Parties, on behalf of themselves, their heirs, executors, administrators, 21 predecessors, successors and assigns, shall be deemed by operation of law to have 22 released, waived, discharged and dismissed each and every one of the Released 23 Parties Claims, and shall forever be enjoined from prosecuting any or all of the 24 Released Parties Claims, against Plaintiffs and their employees, agents and 25 attorneys, and all other Class Members. 26 11. Upon the Effective Date, and conditioned on KPMG and the other

27 Released Auditor Parties receiving substantively reciprocal releases from the 28 Settling Individuals, KPMG and the other Released Auditor Parties shall be
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1 deemed to have released, waived, discharged and dismissed, and shall forever be 2 enjoined from prosecuting, all Claims Against Directors And Officers against the 3 Settling Individuals. In the event that KPMG receives the reciprocal release from 4 the Settling Individuals contemplated in this paragraph, KPMG shall be required to 5 promptly offer to other former New Century officers or directors with whom 6 KPMG has entered into a tolling agreement related to New Century substantially 7 similar substantively reciprocal releases. 8 12. Upon the Effective Date, and conditioned on KPMG and the other

9 Released Auditor Parties receiving substantively reciprocal releases from the 10 Underwriter Defendants and the other Released Underwriter Parties, KPMG and 11 the other Released Auditor Parties shall be deemed by operation of law to have 12 released, waived, discharged and dismissed each and every claim, and shall 13 forever be enjoined from prosecuting any claim, against the Underwriter 14 Defendants and the other Released Underwriter Parties, arising under federal, 15 state, common or foreign law, arising out of or based upon the allegations, 16 transactions, facts, matters or occurrences, representations or omissions involved, 17 set forth, or referred to in the Consolidated Action. 18 13. Upon the Effective Date, and conditioned on KPMG and the other

19 Released Auditor Parties receiving reciprocal releases from Kodiak, KPMG and 20 the Released Auditor Parties shall be deemed by operation of law to have released, 21 waived, discharged and dismissed, and shall be forever enjoined from prosecuting, 22 each and every claim and cause of action of every nature and description, whether 23 known or Unknown Claims, whether arising under federal, state, common or 24 foreign law, that KPMG (a) asserted in the Kodiak Litigation, or (b) could have 25 asserted in any forum that arise out of or are based upon the allegations, 26 transactions, facts, matters or occurrences, representations or omissions involved, 27 set forth, or referred to in the Kodiak Litigation, or that arise out of or relate in any 28 way to New Century (including any of its subsidiaries and affiliates), the Debtors
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1 or the Debtors Estates, against Kodiak, provided and conditioned upon KPMG 2 receiving a substantially reciprocal release from Kodiak. 3 14. Upon the Effective Date, this Final Judgment And Order Of

4 Dismissal With Prejudice constitutes the final discharge of all obligations to the 5 Plaintiffs of KPMG arising out of the Consolidated Action. All future claims for 6 contribution arising out of the Consolidated Action by any person or entity against 7 KPMG or by KPMG against any other person or entity, other than a person whose 8 liability has been extinguished by this Settlement, are barred pursuant to 15 U.S.C. 9 78u-4(f)(7)(A). 10 15. The distribution of the Notice of Pendency of Class Action and

11 Proposed Settlement, Settlement Fairness Hearing and Motion for Attorneys Fees 12 and Reimbursement of Expenses (Notice) and the publication of the Summary 13 Notice as provided for in the Preliminary Approval Order constituted the best 14 notice practicable under the circumstances, including individual notice to all 15 members of the Class who could be identified through reasonable effort. Said 16 notice provided the best notice practicable under the circumstances of those 17 proceedings and of the matters set forth therein, including the proposed KPMG 18 Settlement set forth in the KPMG Stipulation, to all persons entitled to such notice, 19 and said notice fully satisfied the requirements of Federal Rule of Civil Procedure 20 23, the Private Securities Litigation Reform Act of 1995, due process, and any 21 other applicable law. 22 16. The Court hereby finds and concludes that the formula for the

23 calculation of the claims which is set forth in the Plan of Allocation proposed by 24 Lead Plaintiff provides a fair and equitable basis upon which to allocate the 25 proceeds of the Settlements 1 among the Class Members with due consideration 26 27 Settlements herein includes the settlements as set forth in the KPMG 28 Stipulation, the Stipulation of Settlement Between Plaintiffs and the Underwriter
1

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1 having been given to administrative convenience and necessity. 2 17. The Court hereby finds and concludes that the Plan of Allocation

3 proposed by Lead Plaintiff is, in all respects, fair and equitable to the Class. 4 Accordingly, the Court hereby approves the Plan of Allocation proposed by Lead 5 Plaintiff. 6 18. Any order entered regarding any attorneys fees and for expense

7 application shall in no way disturb or affect this Final Judgment and Order of 8 Dismissal With Prejudice and shall be considered separate from this Final 9 Judgment and Order of Dismissal With Prejudice. 10 19. The KPMG Stipulation and KPMG Settlement set forth therein,

11 whether or not consummated, and any proceedings taken pursuant to it: 12 a. shall not be offered or received against any of the Released Auditor

13 Parties as evidence of, or construed as, or deemed to be evidence of any 14 presumption, concession, or admission by any of the Released Auditor Parties with 15 respect to the truth of any fact alleged by Plaintiffs or the validity of any claim that 16 was or could have been asserted against any of the Released Auditor Parties in this 17 Consolidated Action or in any litigation, or of any liability, negligence, fault, or 18 other wrongdoing of any kind of any of the Released Auditor Parties; 19 b. shall not be offered or received against any of the Released Auditor

20 Parties as evidence of a presumption, concession or admission of any fault, 21 misrepresentation or omission with respect to any statement or written document 22 approved or made by any of the Released Auditor Parties, or against the Plaintiffs 23 24 25 Defendants (Underwriter Settlement or Underwriter Stipulation), and the Stipulation of Global Settlement with New Century Officers and Directors 26 (Global Officer And Director Settlement or Global Officer And Director Stipulation) (collectively Settlements or Stipulations). The Plan of 27 Allocation sets forth a plan for allocating to Class Members the funds allocated to 28 the Class from all three of the Settlements.
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1 or any Class Members as evidence of any infirmity in the claims of Plaintiffs or the 2 other Class Members; 3 c. shall not be offered or received against any of the Released Auditor

4 Parties, or against the Plaintiffs or any other Class Members, as evidence of a 5 presumption, concession or admission with respect to any liability, negligence, 6 fault or wrongdoing of any kind, or in any way referred to for any other reason as 7 against any of the Released Auditor Parties, in any other civil, criminal or 8 administrative action or proceeding, other than such proceedings as may be 9 necessary to effectuate the provisions of this Stipulation; provided, however, that if 10 this Stipulation is approved by the Court, KPMG, any other Released Auditor 11 Party, or any Class Member may refer to it to effectuate the protection from 12 liability granted them hereunder; 13 d. shall not be construed against any of the Released Auditor Parties,

14 Plaintiffs or any other Class Members as an admission, concession, or presumption 15 that the consideration to be given hereunder represents the amount which could be 16 or would have been recovered after trial; 17 e. shall not be construed against Plaintiffs or any other Class Members

18 as an admission, concession, or presumption that any of their claims are without 19 merit or that damages recoverable under the Complaint would not have exceeded 20 the KPMG Settlement Amount; and 21 f. shall not be construed as or received in evidence as an admission,

22 concession or presumption that class certification is appropriate in this 23 Consolidated Action, except for purposes of this KPMG Settlement. 24 20. The KPMG Stipulation may be filed in an action to enforce or

25 interpret the terms of the KPMG Stipulation, the KPMG Settlement contained 26 therein, and any other documents executed in connection with the performance of 27 the agreements embodied therein. The Released Auditor Parties, and/or any Class 28 Member, may file the Stipulation and/or this Final Judgment And Order Of
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1 Dismissal With Prejudice in any action that may be brought against them in order 2 to support a defense or counterclaim based on the principles of res judicata, 3 collateral estoppel, full faith and credit, release, good faith settlement, judgment 4 bar, or reduction or any other theory of claim preclusion or issue preclusion or 5 similar defense or counterclaim. 6 21. Without affecting the finality of this Final Judgment And Order Of

7 Dismissal With Prejudice in any way, this Court hereby retains continuing 8 jurisdiction over: (a) implementation of this KPMG Settlement and any award or 9 distribution of the settlement fund, including interest earned thereon; (b) the 10 allowance, disallowance or adjustment of any Class Members claim on equitable 11 grounds and any award or distribution of the settlement fund; (c) disposition of the 12 settlement fund; (d) hearing and determining applications for attorneys fees and 13 Litigation Expenses in the Consolidated Action; (e) enforcing and administering 14 this Judgment; (f) all parties hereto for the purpose of construing, enforcing and 15 administering the KPMG Stipulation; and (g) other matters related or ancillary to 16 the foregoing. 17 22. The Court finds that during the course of the Consolidated Action, the

18 Parties and their respective counsel at all times complied with the requirements of 19 Federal Rule of Civil Procedure 11. 20 23. In the event that the KPMG Settlement does not become effective in

21 accordance with the terms of the KPMG Stipulation or the Effective Date does not 22 occur, or in the event that the settlement fund, or any portion thereof, is returned to 23 KPMG, then this Final Judgment And Order Of Dismissal With Prejudice shall be 24 rendered null and void to the extent provided by and in accordance with the 25 KPMG Stipulation and shall be vacated and, in such event, all orders entered and 26 releases delivered in connection herewith shall be null and void to the extent 27 provided by and in accordance with the KPMG Stipulation. 28 24. Without further Order of the Court, the Parties may agree to
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1 reasonable extensions of time to carry out any of the provisions of the KPMG 2 Stipulation. 3 25. There is no just reason for delay in the entry of this Judgment and

4 immediate entry by the Clerk of the Court is expressly directed. 5 6 7 8 DATED: November 15, 2010 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
9 KPMG JUDGMENT Case No. 2:07-cv-00931-DDP (FMOx)

IT IS SO ORDERED,

THE HONORABLE DEAN D. PREGERSON UNITED STATES DISTRICT JUDGE

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UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA


CIVIL MINUTES - GENERAL

Case No.

CV 07-00931 DDP (JTLx)

Date November 8, 2010

Title IN RE: NEW CENTURY FINANCIAL CORP. Present: The Honorable Deputy Clerk Attorneys Present for Plaintiffs: Niki L. Mendoza Salvatore J. Graziano Elizabeth P. Lin Benjamin Galdston Jeff Zwerling James S. Cahill Takeo A. Kellar - telephonic John McCahey - telephonic Maria Arnott - telephonic Allan Jacobs - telephonic Proceedings:
DEAN D. PREGERSON, U.S. DISTRICT JUDGE

John A. Chambers

Bridget Montero Court Reporter / Recorder

N/A Tape No.

Attorneys Present for Defendants: John S. Durrant William F. Sullivan Kathleen M. McDowell - telephonic Meryl L. Young - telephonic Manny A. Abascal - telephonic Michael C. Kelley - telephonic Gila Jones - telephonic Steven D. Atlee counsel for non-party Kodiak

SETTLEMENT HEARING (COURT ORDERED 08-09-10) MOTION FOR SETTLEMENT APPROVAL OF FINAL APPROVAL OF SETTLEMENTS AND PLAN OF ALLOCATION FILED BY PLAINTIFF NEW YORK STATE TEACHERS' RETIREMENT SYSTEM (FILED ON 10-04-10 / DOCKET NUMBER 494) MOTION FOR ATTORNEY FEES LEAD COUNSEL'S NOTICE OF MOTION AND MOTION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES FILED BY PLAINTIFF NEW YORK STATE TEACHERS' RETIREMENT SYSTEM (FILED ON 10-04-10 / DOCKET NUMBER 496)

Court hears oral argument and takes the matters under submission.

0 0 Initials of Preparer
CV-90 (12/02) CIVIL MINUTES - GENERAL

: JAC

08

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