Docstoc

EXHIBIT A

Document Sample
EXHIBIT A Powered By Docstoc
					Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 1 of 147




                EXHIBIT A
Case 8:08-cv-00305-SDM-MAP            Document 78-2   Filed 10/27/2009   Page 2 of 147



                               UNITED STATES DISTRICT COURT
                                MIDDLE DISTRICT OF FLORIDA

MICHAEL HOLMAN, ROBERT PERROTTA,              )
KEVIN WILHELMY, MATTHEW ARNOLD,               )
CHRISTOPHER KORTE, and DEBORAH                )
PECHACEK, on behalf of themselves and all     )
others similarly situated,                    )
                                              )
                 Plaintiffs,                  )   SETTLEMENT AGREEMENT
                                              )
          v.                                  )
                                              )
STUDENT LOAN XPRESS, INC.,                    )
                                              )
                                              )
                 Defendant.                   )
                                              )




LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 3 of 147



                 This Settlement Agreement, entered into subject to the approval of the Court, is

made by and among the Class Representatives (Plaintiffs Michael Holman, Robert Perrotta,

Kevin Wilhelmy, Matthew Arnold, Christopher Korte, and Deborah Pechacek (collectively

“Plaintiffs”)), on behalf of themselves and each and every member of the Class as defined

herein, and Defendant Student Loan Xpress, Inc.

                 IT IS HEREBY STIPULATED AND AGREED, by and among the Class

Representatives (for themselves and all Class Members) and Defendant, by and through their

respective counsel of record, that subject to approval of the Court, the Released Claims (as

defined below) shall be finally and fully compromised, settled and released as to the Released

Parties (as defined below) upon and subject to the terms and conditions of this Settlement

Agreement, as follows:

1.        Definitions. As used herein, for the purposes of this Settlement Agreement only, the

following terms shall be defined as set forth below:

          1.1    “Action” refers to the within civil action in the Court, entitled Michael Holman et

al. v. Student Loan Xpress, Inc., Case No. 08:CV-00-305-SDM-MAP, pending in the United

States District Court for the Middle District of Florida.

          1.2    “Actions” refers to the Action, Kilgore, Mason, Shealy and Hyatt.

          1.3    “AES” refers to American Education Services.

          1.4    “Bankruptcy Trustee” refers to James F. Lisowski, Sr., the Chapter 7 Trustee

appointed in the Silver State Bankruptcy Case.

          1.5    “Borrower” refers to a person who executed a Career Xpress Loan

Application/Master Promissory Note in order to finance tuition to Silver State, that resulted in a

Loan held by SLX as of the Preliminary Approval Order Date.




LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 4 of 147



          1.6    “Claim Deadline” refers to a date that is forty-five (45) days after the Notice

Date, as may be modified by the Court.

          1.7    “Claim Form” refers to the form that will be sent by First Class U.S. mail to

Potential Class Members, substantially in the forms attached hereto as Exhibits 5-6, as may be

modified by the Court.

          1.8    “Class” refers to (a) all persons who obtained a loan originated by Liberty Bank to

finance the payment of tuition to Silver State, whose loan is held by SLX as of the Preliminary

Approval Order Date, and who were enrolled at Silver State as of February 4, 2008 and (b) all

persons who cosigned such loans. Excluded from the Class shall be (i) any borrower or cosigner

whose loan has a zero balance as of the Preliminary Approval Order Date, (ii) any borrower or

cosigner who would have no balance owing on the loan as of the Preliminary Approval Order

Date as a result of the unconditional and conditional debt forgiveness made available under the

Settlement, (iii) any borrower or cosigner who has a Chapter 7, 11 or 13 case pending as of the

Preliminary Approval Order Date, and the corresponding borrower or cosigner of such person,

(iv) any borrower or cosigner who validly requests exclusion therefrom in accordance with the

procedures ordered by the Court, (v) any borrower or cosigner who executed a release to resolve

his/her potential claims against SLX arising out of Silver State on or before the Preliminary

Approval Order Date, and the corresponding borrower or cosigner of such person, and (vi) any

borrower or cosigner included on a government list of known or suspected terrorists or other

individuals, entities or organizations of concern, including persons appearing on the United

States Department of the Treasury, Office of Foreign Assets Control List of Specially Designated

Nationals and Blocked Persons, and the corresponding borrower or cosigner of such person.




                                                  2
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 5 of 147



          1.9    “Class Counsel” refers to the counsel of record for the Class Representatives, i.e.,

Christopher Casper of James, Hoyer, Newcomer & Smiljanich, P.A. and Andrew August of the

Pinnacle Law Group, LLP.

          1.10   “Class Members” refer to members of the Class that will be certified for

settlement purposes only. Class Members include Identified Class Members and those Potential

Class Members who fall within the definition of the Class, regardless of whether such Potential

Class Members submit a Valid Claim.

          1.11   “Class Notice” refers to the form of the notice that will be sent by First Class U.S.

Mail to Identified Class Members and Potential Class Members, substantially in the forms

attached hereto as Exhibits 1-4, as may be modified by the Court.

          1.12   “Class Representatives” or “Plaintiffs” refer to Michael Holman, Robert Perrotta,

Kevin Wilhelmy, Matthew Arnold, Christopher Korte, and Deborah Pechacek.

          1.13   “Cosigner” refers to a person who executed a Career Xpress Loan

Application/Master Promissory Note/Cosigner Addendum in order to finance tuition to Silver

State, that resulted in a Loan held by SLX as of the Preliminary Approval Order Date.

          1.14   “Court” refers to the United States District Court for the Middle District of

Florida to which the Action is assigned (currently, the Honorable Stephen J. Merryday,

presiding).

          1.15   “Debt” refers to (a) the principal amount of each Class Member’s Loan, including

any origination fees and capitalized interest as of February 4, 2008, plus (b) all uncapitalized

interest that had accrued on such principal as of February 4, 2008.

          1.16   “Defendant” refers to SLX.




                                                   3
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 6 of 147



          1.17   “Disputed Claim Deadline” refers to a date that is forty-five (45) days after the

Notice Date, as may be modified by the Court.

          1.18   “Early Repayment Refund” refers to an amount equal to two and one-half percent

(2.5%) of the Restructured Debt of each Qualified Class Member.

          1.19   “FAA” refers to the Federal Aviation Administration.

          1.20   “FAA Certifications” refers to the following helicopter pilot certifications or

ratings that were offered by Silver State, and which are recorded and available for review on the

FAA’s website (https://amsrvs.registry.faa.gov/airmeninquiry): (a) Private Pilot Certification

(rotorcraft-helicopter) (“Private Pilot”); (b) Commercial Pilot Certification (rotorcraft-helicopter)

(“Commercial”); (c) Certified Flight Instructor Certification (rotorcraft-helicopter) (“CFI”); and

(d) Instrument Rating (helicopter) (“Instrument”).

          1.21   “Final Approval Hearing” refers to the hearing at which the Court will make a

final determination whether the terms of the Settlement Agreement are fair, reasonable, and

adequate for the Class and the Subclasses and meet all applicable requirements for approval.

          1.22   “Final Approval Order” refers to the final order by the Court approving the

Settlement Agreement following the Final Approval Hearing.

          1.23   “Final Approval Order Date” refers to the date on which the Court enters the Final

Approval Order.

          1.24   “Final Effective Date” refers to the date by which the last of the following has

occurred: (a) all conditions of Settlement as set forth in Section 14 have been satisfied; (b) the

Court has entered and filed the Final Approval Order and Judgment; and (c) the time period for

appeal of the Judgment has been exhausted without any appeals having been filed, or all such

appeals have been voluntarily or involuntarily dismissed or the appropriate appellate court or



                                                   4
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2          Filed 10/27/2009       Page 7 of 147



courts have entered a final judgment affirming the Final Approval Order and Judgment of the

Court and the final judgment of such appellate court or courts is no longer subject to any further

appellate challenge or procedure or the United States Supreme Court has either affirmed the final

judgment of the appellate court or denied certiorari with respect thereto.

          1.25   “Hyatt” refers to the non-class action lawsuit entitled Melissa Hyatt, et al. v.

Student Loan Xpress, Inc., et al., Case No. 2:09-cv-1324-TSZ, pending in the United States

District Court of the Western District of Washington.

          1.26   “Identified Class Members” refers to persons who SLX and Class Counsel have

determined fall within the definition of the Class based on readily accessible information,

including information available from SLX’s business records, the business records maintained by

AES and made available to SLX, and certain Silver State business records obtained by Class

Counsel from the Bankruptcy Trustee.

          1.27   “Ineligible Class Member” refers to a Qualified Class Member who fails to make

a Reduced Monthly Payment (plus all applicable fees) within ninety (90) days after it becomes

due.

          1.28   “Interest Reaccrual Date” refers to a date that is the earlier of the Final Effective

Date or sixty (60) days after the Final Approval Order Date.

          1.29   “Judgment” refers to the final judgment by the Court approving the Settlement

and dismissing the Action with prejudice.

          1.30   “Kilgore” refers to the putative California-only class action lawsuit entitled,

Matthew Kilgore, et al. v. KeyBank National Association, et al., Case No. C-08-02958-TEH,

pending in the United States District Court for the Northern District of California.




                                                    5
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2          Filed 10/27/2009       Page 8 of 147



          1.31   “Loan” refers to the extension of credit by Liberty Bank to a Class Member to

finance tuition to Silver State in accordance with the provisions of the Promissory Note.

          1.32   “Mason” refers to the putative Nevada-only class action lawsuit entitled,

Christopher Mason, et al. v. KeyBank National Association, et al., Case No. A 565943, which

was filed in the Nevada state court, before being dismissed without prejudice.

          1.33   “Notice Date” refers to the date that is at least thirty (30) days, but no more than

forty-five (45) days, after the Preliminary Approval Order Date, as may be modified by the

Court.

          1.34   “Objection Deadline” refers to a date that is forty-five (45) days after the Notice

Date, as may be modified by the Court.

          1.35   “Original Interest Rate” refers to the interest rate that would be in effect under the

terms of a Class Member’s Loan without regard to this Settlement Agreement.

          1.36   “Parties” refers to Plaintiffs and SLX.

          1.37   “PHEAA” refers to the Pennsylvania Higher Education Assistance Agency, Inc.

          1.38   “Potential Class Members” refers to persons who, based on readily accessible

information, including information available from SLX’s business records, the business records

maintained by AES and made available to SLX, and certain Silver State business records

obtained by Class Counsel from the Bankruptcy Trustee, may fall within the definition of the

Class.

          1.39   “Preliminary Approval Order” refers to the order by the Court granting

preliminary approval to the Settlement Agreement and directing the Parties to disseminate notice

to the Class.




                                                   6
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009      Page 9 of 147



          1.40   “Preliminary Approval Order Date” refers to the date on which the Court enters

the Preliminary Approval Order.

          1.41   “Promissory Note” refers to a Career Xpress Loan Application/Master Promissory

Note or a Career Xpress Loan Application/Master Promissory Note/Cosigner Addendum that

was executed by a Class Member in order to finance tuition to Silver State, that resulted in a

Loan held by SLX as of the Preliminary Approval Order Date.

          1.42   “Qualified Class Members” refers to all Identified Class Members and those

Potential Class Members who submit a Valid Claim.

          1.43   “Reduced Interest Rate” refers to an interest rate that is three percent (3%) lower

than the Original Interest Rate that would be in effect for such period, provided, however the

interest rate applicable during any period will never be reduced below six percent (6%). For

example, if the Original Interest Rate for a period would have been 11.75%, then the Reduced

Interest Rate will be 8.75%. But if the Original Interest Rate for a period would have been

7.75%, then the Reduced Interest Rate will be 6%.

          1.44   “Reduced Monthly Payment” refers to the amount that must be paid monthly to

SLX for each Qualified Class Member to remain eligible to receive the debt forgiveness, Early

Repayment Refund, and Reduced Interest Rate conditionally provided pursuant to Sections 3.3.4,

3.3.5, and 3.3.6.2. The Reduced Monthly Payment shall be based on each Qualified Class

Member’s Restructured Loan, calculated to fully amortize the payment of the Restructured Loan

plus interest accruing at the Reduced Interest Rate or the Original Interest Rate, whichever is

lower, at the expiration of 240 months from the Repayment Start Date. Only one Reduced

Monthly Payment must be paid to SLX with respect to a Restructured Loan having a Borrower

and a Cosigner.



                                                   7
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 10 of 147



          1.45   “Reduced Monthly Payment Notice” refers to the writing that will be sent to each

Qualified Class Member in accordance with Section 3.3.7 setting forth, inter alia, the amount of

the Reduced Monthly Payment and the Repayment Start Date.

          1.46   “Released Claims” shall have the meaning ascribed to it in Section 4.2.

          1.47   “Released Parties” shall have the meaning ascribed to it in Section 4.2.

          1.48   “Releasing Parties” shall have the meaning ascribed to it in Section 4.2.

          1.49   “Repayment Start Date” refers to the date on which the Reduced Monthly

Payments shall commence, as set forth in the Reduced Monthly Payment Notice. The

Repayment Start Date shall occur on the earlier of the Final Effective Date or sixty (60) days

after the Final Approval Order Date; provided, however, that SLX, in its sole discretion, may

extend the Repayment Start Date for a period of up to sixty (60) days.

          1.50   “Request for Exclusion” refers to a written, signed request by a Class Member to

be excluded from the Class that meets the requirements set forth in this Settlement Agreement

and by the Court.

          1.51   “Request for Exclusion Deadline” refers to a date that is forty-five (45) days after

the Notice Date, as may be modified by the Court.

          1.52   “Restructured Debt” refers to the Debt of each Qualified Class Member,

(a) reduced by the debt forgiveness unconditionally provided in Section 3.3.3 and

(b) conditionally restructured in accordance with the provisions of Sections 3.3.4 and 3.3.8.

          1.53   “Restructured Loan” refers to the Debt of each Qualified Class Member,

(a) reduced by the debt forgiveness unconditionally provided in Section 3.3.3, (b) conditionally

restructured in accordance with the provisions of Sections 3.3.4 and 3.3.8, and (c) less payments

made prior to the Final Approval Date.



                                                   8
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009         Page 11 of 147



          1.54   “Settled Debt” refers to the Debt of each Qualified Class Member, (a) reduced by

the debt forgiveness provided in Section 3.3.3 and (b) less payments made prior to the Final

Approval Date.

          1.55   “Settlement” refers to the agreement embodied in this Settlement Agreement.

          1.56   “Settlement Administrator” refers to the independent third-party that will be

engaged by SLX to perform the notice, claims administration, and distribution functions further

described in this Settlement Agreement.

          1.57   “Settlement Agreement” refers to this Settlement Agreement, including any

permitted and executed amendments hereto.

          1.58   “Shealy” refers to the putative South Carolina-only class action lawsuit entitled,

Drayton Shealy v. Student Loan Xpress, Inc., et al., Case No. 3:08-cv-03057-JFA, pending in the

United States District Court for the District of South Carolina, Columbia Division.

          1.59   “Silver State” refers to Silver State Helicopters, LLC, a debtor in the Silver State

Bankruptcy Case.

          1.60   “Silver State Bankruptcy Case” refers to In re Silver State Helicopters, LLC, Case

No. 08-10936 (MN), pending in the United States District Court for the District of Nevada, in

which Silver State is the debtor, and In re Silver State Service Corp., Case No. 09-10935 (MN),

pending in the United States District Court for the District of Nevada, in which Silver State

Service Corp. is the debtor.

          1.61   “SLX” refers to Student Loan Xpress, Inc. and its past, present, and future

parents, affiliates, subsidiaries, divisions, predecessors, successors, and assigns.

          1.62   “Subclass One” refers to Class Members who did not obtain any FAA

Certifications while enrolled at Silver State.



                                                   9
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 12 of 147



          1.63   “Subclass Two” refers to Class Members who obtained one FAA Certification

while enrolled at Silver State.

          1.64   “Subclass Three” refers to Class Members who obtained two FAA Certifications

while enrolled at Silver State.

          1.65   “Subclass Four” refers to Class Members who obtained three FAA Certifications

while enrolled at Silver State.

          1.66   “Subclass Five” refers to Class Members who obtained four FAA Certifications

while enrolled at Silver State.

          1.67   “Subclass Six” refers to Class Members who are Cosigners of Loans.

          1.68   “Valid Claim” refers to a Claim Form duly completed by a Potential Class

Member and received by the Settlement Administrator on or before the Claim Deadline.

          1.69   The plural of any defined term includes the singular, and the singular of any

defined term includes the plural, as the case may be. Further, as used herein, the term

“including” shall mean including without limitation.

2.        Factual and Procedural History.

          2.1    SLX marketed and serviced educational loans to students and their parents,

including non-federally guaranteed or “private” loans. Between August 2005 and September

2007, SLX marketed private loans to students of Silver State, a private vocational school that

offered helicopter pilot training and certification. Liberty Bank, N.A. (“Liberty Bank”), a

national bank, originated and funded the loans to Silver State students. As is customary in the

industry, after funding the Silver State loans, Liberty Bank sold its interest in the loans to SLX.

AES, an unaffiliated third-party loan servicer, services the Silver State loans for SLX.




                                                 10
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 13 of 147



          2.2    As a general matter, Silver State offered six helicopter pilot certifications or

ratings, four of which were approved by the Federal Aviation Administration, as follows:

(a) Private Pilot Certification (rotorcraft-helicopter), which allows a pilot to fly alone at low

altitude during the day in good weather; (b) Commercial Pilot Certification (rotorcraft-

helicopter), which allows a pilot to carry passengers at low altitude in good weather; (c)

Instrument Rating (helicopter), which allows a pilot to fly at higher altitudes, at night, and in

inclement weather; and (d) Certified Flight Instructor Certification (rotorcraft-helicopter), which

allows a pilot to train others.

          2.3    On February 4, 2008, Silver State filed a voluntary petition for relief under

chapter 7 of title 11 of the United States Code, 11 U.S.C. § 101, et seq., in the United States

Bankruptcy Court for the District of Nevada, Case No. 08-10936 (MN). Concurrent with that

filing, Silver State ceased operations and closed its helicopter pilot training academies

throughout the United States. Many former Silver State students filed claims in the Silver State

Bankruptcy Case. In addition, some former Silver State students filed lawsuits in various

jurisdictions across the country against SLX and other entities seeking to, among other things,

prohibit lenders or holders of their Silver State student loans from taking any action to enforce or

collect upon the loans.

          2.4    On or about February 13, 2008, Michael Holman filed this Action, a putative

nationwide class action on behalf of himself and other borrowers who were attending Silver State

when the school ceased operations on February 4, 2008. Plaintiff Holman initially asserted

claims against Liberty Bank, which originated and funded loans to Silver State students and then

sold them to SLX. After learning that the loans had been sold to SLX, Plaintiff Holman

dismissed Liberty Bank and filed an amended complaint on June 5, 2008 naming SLX as the



                                                   11
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009      Page 14 of 147



only defendant. Based on an Ohio choice-of-law clause in the borrowers’ Promissory Notes, the

amended complaint asserted a single cause of action for violation of Ohio’s Retail Installment

Sales Act (“RISA”), Ohio Rev. Code § 1317.032(C). Through his RISA claim, Plaintiff Holman

sought to assert claims and defenses that he and all other putative class members contend they

possess against Silver State (most specifically, that the school allegedly did not provide the

agreed-upon training and education) as a basis for seeking debt forgiveness and other relief from

SLX.

          2.5    On or about May 12, 2008, Matthew Kilgore and others filed Kilgore, a

California-only putative class action, against certain entities unaffiliated with SLX who

originated, funded, and/or serviced loans of Silver State students. (These other entities are not

part of this Settlement, and any claims relating to loans originated, funded, serviced, or held by

them are not covered or released by this Settlement Agreement.) On May 16, 2008, plaintiffs

filed an amended complaint adding SLX, and its loan servicer, AES, as additional defendants.

On June 11, 2008, plaintiffs filed a Second Amended Complaint. As with the prior complaints,

the Second Amended Complaint was brought on behalf of California residents who were

attending Silver State at the time of its closure in February 2008 and their cosigners. The Second

Amended Complaint alleged that SLX did not include in the Promissory Notes the notice

described in the Federal Trade Commission’s (“FTC”) Holder Rule – the FTC Holder Notice, 16

C.F.R. § 433.2 – and, as a result, SLX violated California Business and Professions Code Section

17200 et seq. (the “UCL claim”). The Second Amended Complaint also asserted a claim against

SLX for Aiding and Abetting Fraud. Plaintiffs in Kilgore sought injunctive relief prohibiting

defendants from taking action to enforce or collect upon the loans of putative class members. On




                                                 12
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 15 of 147



June 13, 2008, the action was removed, and it is pending in the United States District Court for

the Northern District of California, Case No. C-08-02958-TEH.

          2.6    On or about June 23, 2008, Glenn Davis and others filed Mason, a Nevada-only

putative class action. The Mason complaint is substantially similar to the one filed in Kilgore

and asserted causes of action against SLX, AES, and certain other unaffiliated entities who

originated, funded, and/or serviced loans of Silver State students for (a) violation of Nevada’s

deceptive trade practices statute, and (b) Aiding and Abetting Fraud. The plaintiffs sought

injunctive relief prohibiting defendants from taking action to enforce or collect upon the loans of

putative class members. On September 8, 2008, the plaintiffs dismissed Mason without

prejudice and have not re-filed a new action because the Parties had commenced mediating the

Action, Kilgore, and Mason.

          2.7    On or around July 22, 2008, Drayton Shealy filed Shealy, a South Carolina-only

putative class action, against SLX and Liberty Bank, asserting nine different causes of action,

including (1) violation of 16 C.F.R. 433 (the FTC Holder Rule), (2) negligence per se,

(3) negligence, (4) fraud, (5) negligent misrepresentation, (6) breach of contract, (7) unjust

enrichment, (8) negligence per se (violation of South Carolina Unfair Trade Practices Act), and

(9) rescission. Plaintiff sought rescission of the loans, actual damages, and punitive damages.

The parties stipulated to a temporary stay of the Shealy action. On November 19, 2008, despite

the pendency of the stay, Shealy filed an Amended Complaint, which asserted claims for

violation of the South Carolina Unfair Trade Practices Act, aiding and abetting fraud, negligence

per se, negligent misrepresentation, unjust enrichment, and rescission for violation of 16 CFR

433 (FTC Holder Rule). On November 25, 2008, Shealy withdrew the Amended Complaint

without prejudice because he had filed it in violation of the stay.



                                                 13
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 16 of 147



          2.8    On or around July 25, 2008, forty-seven people filed the lawsuit entitled, Mark

Elrod, et al. v. Jerry M. Airola, Steve Pickett, Rick Reyes, Tim Nelson, Frank Long, Mario

Sellick, Elena Qualls, Stenning Schuppert, Student Loan Xpress, Inc., American Education

Services, Pennsylvania Higher Education Assistance, Inc., the Student Loan Corporation,

Citibank (South Dakota) N.A., Liberty Bank, N.A., EOS Partners, LLP, and Does 1-10, Civil

Case No. 08-A-10868-1, in the State Court of Cobb County, State of Georgia (the “Elrod

Action”). The Elrod Action asserted the following causes of action against each of the

defendants named therein: (1) fraud; (2) consumer fraud; (3) constructive fraud; (4) fraudulent

misrepresentation; (5) negligence; (6) negligent misrepresentation; (7) breach of contract

(including implied covenant of good faith and fair dealing); (8) mistake; (9) unconscionability;

(10) violation of public policy; (11) impossibility; (12) constructive trust; (13) entitlement to

accounting; (14) racketeering; (15) joint, vicarious, and alter ego liability;

(16) exemplary/punitive damages; and (17) injunctive relief. The Elrod Action alleged the

existence of a fraudulent scheme by Silver State and its principals (including Jerry M. Airola,

EOS Partners LLP and their respective agents and employees ) who purportedly had conspired

with a number of lender defendants (i.e., SLX, AES, PHEAA, Liberty Bank, Citibank, and the

Student Loan Corporation (and their respective agents and employees)) to defraud the students

who attended Silver State. In particular, the Elrod Action alleges that SLX and the other lenders

(a) aided and abetting Silver State’s (and Airola’s) fraudulent scheme, (b) negligently and/or

intentionally failed to ensure that Silver State was a “legal and viable educational enterprise,”

(c) had a “due diligence” obligation to ensure the school was properly registered with the

Georgia Nonpublic Secondary Education Commission, and (d) “violated or at least deliberately

evaded” the obligations of the FTC Holder Rule. The plaintiffs in the Elrod Action sought debt



                                                  14
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009        Page 17 of 147



forgiveness, actual damages, punitive damages, treble damages for violation of Georgia’s

consumer fraud statute, and attorneys’ fees and costs. On December 29, 2008, plaintiffs

dismissed the Elrod Action with prejudice as to defendants SLX, AES, PHEAA, and Liberty

Bank.

          2.9    On or around August 17, 2009, plaintiffs Melissa Hyatt, Michael Phillips,

Shannon Groda, and Joshua Forrest filed Hyatt. Hyatt is a non-class action asserting a single

claim for violation of the Washington Consumer Protection Act against SLX, AES, and Liberty

Bank. Plaintiffs seek injunctive relief prohibiting defendants from taking any action to enforce

the loans and/or rescinding the loans, as well as treble damages, pre and post judgment interest

and attorneys’ fees. On September 18, 2009, the action was removed, and it is pending in the

United States District Court for the Western District of Washington.

          2.10   Based on the claims asserted in the Actions, Plaintiffs contend that each Class

Member’s Debt was and is invalid and void ab initio. Plaintiffs, however, do not dispute that

Ineligible Class Members are required to pay to SLX the Settled Debt.

          2.11   SLX disputes the claims and contentions asserted in the Actions and disputes that

Plaintiffs and other Borrowers and Cosigners have been damaged. Further, SLX asserts that

there exist numerous factual and legal defenses that would dispose of each of the claims asserted

in the Actions, including the following, all of which are disputed by Plaintiffs:

                 2.11.1    SLX asserts and contends that Plaintiffs and other Borrowers and

Cosigners are not entitled to recover against SLX for Silver State’s alleged misconduct because,

among other things, SLX was not responsible for (a) the student’s decision to commence training

for helicopter pilot certification, (b) the student’s selection of Silver State as the school to




                                                  15
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 18 of 147



provide such training, (c) the provision of the training and education, or (d) the student’s

decision to borrow money to pay the Silver State tuition.

                 2.11.2 SLX asserts and contends that the RISA and UCL claims are preempted

by the National Bank Act, and the regulations issued by the Office of the Comptroller of the

Currency thereunder, because the loans at issue were originated by a national bank (in this case,

Liberty Bank). Accordingly, SLX, as the subsequent holder of the loans, is entitled to the same

preemption defenses as the originating bank.

                 2.11.3 SLX asserts and contends that the RISA claim also fails because RISA is

inapplicable. In particular, RISA allows a “buyer” with claims and defenses against a “seller” to

assert those claims and defenses against a holder of a “retail installment contract” or “purchase

money loan” to avoid an obligation incurred in a “consumer transaction.” Here, SLX maintains

that the RISA claim would fail for multiple reasons, including because (a) Plaintiffs and Class

Members do not meet the statutory definition of a “buyer,” and Silver State does not fit within

the statutory definition of a “seller,” and (b) Plaintiffs and Class Members did not enter into a

“retail installment contract” or “purchase money loan.”

                 2.11.4 SLX asserts and contends that the UCL claim, a claim brought under

California law, is barred by the Ohio choice-of-law clause in the students’ Promissory Notes.

                 2.11.5 SLX asserts and contends that the UCL claim also fails on the merits

because the FTC Holder Rule, 16 C.F.R. § 433.2, does not apply to SLX or require SLX to

include the notice required in the FTC Holder Rule (the “FTC Holder Notice”) in the Promissory

Notes. SLX thus could not have violated the FTC Holder Rule or be held responsible for the

absence of the FTC Holder Notice. Similarly, because the FTC Holder Rule is inapplicable to

SLX, SLX did not commit an unlawful, fraudulent or unfair business practice under California



                                                 16
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 19 of 147



law. Further, because the FTC Holder Notice was not required to be included in the Promissory

Notes, SLX cannot be subject to the claims and defenses that Plaintiffs and Class Members may

have against Silver State.

                 2.11.6 SLX asserts and contends that the claim for Aiding and Abetting Fraud is

without merit because, among other things, (a) SLX did not have a duty to advise Borrowers and

Cosigners regarding how best to use their loan proceeds, (b) SLX did not have knowledge of

Silver State’s alleged fraud, and (c) SLX did not substantially assist Silver State in committing

any alleged fraud.

                 2.11.7 SLX asserts and contends that Plaintiffs and Class Members received

benefits from Silver State, including through course work, completion of flight hours, and by

obtaining FAA Certifications.

                 2.11.8 SLX asserts and contends that the Debt is valid and enforceable and

represents a current obligation of each Class Member. Furthermore, SLX asserts and contends

that it has a contractual right to demand repayment of interest that would have accrued between

February 4, 2008 and the Interest Reaccrual Date, but which it has agreed to forego as part of this

Settlement.

                 2.11.9 SLX asserts and contends that separate and apart from the merits of the

claims, Plaintiffs would be unable to prove their claims on a classwide basis or demonstrate that

class certification is appropriate, for several separate and equally dispositive reasons, including

(a) numerous complex individualized issues of liability, causation and damages would defeat

commonality and would necessarily predominate over common issues, (b) Plaintiffs cannot

establish that class adjudication would substantially benefit the parties or the Court, and (c) the

putative class is not ascertainable because the question of which putative class members were



                                                 17
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 20 of 147



attending Silver State at the time of its closure would require complex individualized

determinations.

                 2.11.10       SLX asserts and contends that the claims of each of the successive

Subclasses One through Five, and the corresponding claims of Cosigners in Subclass Six, are

weaker and subject to greater legal and equitable defenses than those of the preceding Subclass

because, among other things, the members of each such successive Subclass received a greater

benefit from their education and training at Silver State than did members of the preceding

Subclass.

          2.12   Class Counsel have thoroughly investigated the claims against SLX by

conducting their own investigation into the underlying facts, events, and issues related to the

subject matter of the Actions, including interviewing numerous witnesses, reviewing substantial

public and other records obtained outside of discovery pertaining to the claims asserted,

reviewing the books, records, and other documents obtained from the Bankruptcy Trustee

following a contested discovery proceeding, and the retention of independent experts and

investigators. Class Counsel have also undertaken an extensive analysis of the legal principles

applicable to the claims asserted and the potential defenses thereto. Finally, prior to the

Preliminary Approval Hearing, Class Counsel will have further verified the essential facts upon

which the Settlement Agreement is based through confirmatory discovery regarding the size of

the Class and Subclasses, and the value of the relief to be provided by the Settlement.

          2.13   Class Counsel have also engaged in intensive arms-length negotiations with

counsel for SLX for more than one year with a view toward achieving substantial benefits for the

Class while avoiding the cost, delay and uncertainty of further litigation, trial and appellate

review. During the course of these protracted negotiations, the Parties and their respective



                                                 18
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 21 of 147



counsel participated in three full days of mediation (on August 21, September 23, and December

10, 2008) in San Francisco, California, before retired California Superior Court Judge William J.

Cahill (Ret.) of JAMS, one of the nation’s leading providers of neutral mediators and arbitrators,

which offers specialized dispute resolution services for class actions.

          2.14   As a consequence of these negotiations, and of Class Counsel’s investigation and

analysis, Plaintiffs and Class Counsel determined to enter into this Settlement Agreement on the

terms and conditions hereinafter set forth, believing such Settlement to be fair, reasonable and

adequate and in the best interests of Plaintiffs and the other Class Members. Plaintiffs and Class

Counsel have determined to execute this Settlement Agreement and urge approval by the Court

of the Settlement after considering and recognizing (a) the numerous factual and legal defenses

asserted by SLX to the claims, which render the outcome of the Actions substantially uncertain,

(b) the potential difficulties Plaintiffs and Class Members would encounter in establishing the

elements of their claims and an entitlement to relief on a classwide basis, (c) the substantial

benefits that the Class Members shall receive and be eligible for pursuant to the Settlement,

(d) that the Settlement ensures Class Members shall receive relief in the most expeditious and

efficient manner practicable, and thus much sooner than would be possible were the claims to be

litigated successfully through trial and appeal, during which time interest on the Debt would

continue to accrue, (e) that because each FAA Certification obtained by a Class Member

represents a tangible benefit received by that Class Member through his/her education at Silver

State, the claims of each of the successive Subclasses One through Five are weaker than, and

subject to greater defenses than, those of each such preceding Subclass, (f) that a court will likely

find that even Class Members who are Borrowers who did not obtain any FAA Certifications and

their corresponding Cosigners would not be entitled to complete debt forgiveness even if they



                                                 19
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009       Page 22 of 147



were to prevail in the Actions, and (g) that the Settlement allows each Class Member, if he/she

so desires, to opt out of the Action and individually pursue his/her respective claims.

          2.15   SLX has denied vigorously, and continues to deny vigorously, each and every

allegation of liability and wrongdoing, and asserts that it has substantial factual and legal

defenses to all claims alleged by Plaintiffs and that such claims are without merit. Without

admitting any wrongdoing or liability whatsoever and while denying that the claims asserted in

the actions would be appropriate for class treatment if they were prosecuted to trial, SLX is

nevertheless willing to agree to the terms of the Settlement provided that all of the Released

Claims (defined below) are settled and compromised, in order to fully resolve all issues relating

to the subject matter of the Actions.

          2.16   NOW, THEREFORE, in consideration of the covenants and agreements set forth

herein, the release and dismissal with prejudice of all Released Claims (defined below), and the

transfer of all Assigned Claims (defined below) and Transferred Claims (defined below) to SLX,

Plaintiffs, on behalf of themselves and as the Class Representatives on behalf of the Class, Class

Counsel, SLX, and SLX’s counsel agree to the terms and provisions of this Settlement

Agreement, subject to the approval of the Court, under the following terms and conditions.

3.        Terms of Settlement.

          3.1    Amended Complaint. At or about the time the Parties jointly file their motion for

preliminary approval of this Settlement Agreement, the Class Representatives shall file a motion

for leave to file an amended complaint. SLX shall not oppose the motion, so long as the motion

is reasonable.

          3.2    Class Certification. At or about the time the Parties jointly file their motion for

preliminary approval of this Settlement Agreement, the Class Representatives shall file a motion



                                                   20
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2        Filed 10/27/2009       Page 23 of 147



to certify the Class for settlement purposes only. Class Counsel shall provide SLX with a draft

of the motion prior to filing, and SLX shall not oppose the motion, so long as it is reasonable.

                 3.2.1   Limitation on Effect of Certification. The certification of any Class or

Subclass for settlement purposes only shall not constitute, in this or any other proceeding, an

admission of any kind by SLX, including that certification of a class or subclass for trial

purposes is appropriate or proper or that Plaintiff could establish any of the requisite elements for

class treatment of any of the claims in the Actions, or any of them. In the event that the

Settlement is not finally approved, or the Settlement is otherwise terminated or rendered null and

void, the certification of the Class and Subclasses shall be automatically vacated and shall not

constitute evidence or a binding determination or agreement by SLX that the requirements for

certification of a class or a subclass in the Actions, or any of them, are satisfied. In such

circumstances, SLX expressly reserves all rights to challenge certification of a class or a subclass

in the Actions, or any of them, on all available grounds as if no Class or Subclass had been

certified for settlement purposes, and no reference to the prior certification of a Class or

Subclass, or any documents related thereto, shall be made for any purpose.

          3.3    Relief for the Class.

                 3.3.1   Partial Claims-Made Settlement.

                         3.3.1.1 SLX shall provide benefits under this Settlement Agreement,

including the unconditional debt forgiveness provided in Section 3.3.3, the additional debt

forgiveness conditionally provided in Section 3.3.4, the Early Repayment Refund conditionally

provided in Section 3.3.5, the interest forgiveness unconditionally provided in Section 3.3.6.1,

and the lower interest rates conditionally provided in Section 3.3.6.2, to all Identified Class

Members, without the need for them to submit a Claim Form.



                                                  21
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2       Filed 10/27/2009       Page 24 of 147



                         3.3.1.2 SLX shall provide benefits under this Settlement Agreement,

including the unconditional debt forgiveness provided in Section 3.3.3, the additional debt

forgiveness conditionally provided in Section 3.3.4, the Early Repayment Refund conditionally

provided in Section 3.3.5, the interest forgiveness unconditionally provided in Section 3.3.6.1,

and the lower interest rates conditionally provided in Section 3.3.6.2, only to those Potential

Class Members who submit a Valid Claim.

                 3.3.2   Unconditional Debt Forgiveness And Conditional Debt Forgiveness In

Event Of Repayment And Restructuring Of Loan Payments. SLX shall provide Qualified Class

Members with unconditional and conditional debt forgiveness, in accordance with the provisions

of Sections 3.3.3 and 3.3.4, respectively, in the aggregate amount, as follows:

                         3.3.2.1 For Subclass One, SLX shall provide unconditional and

conditional debt forgiveness in the aggregate amount of seventy-five percent (75%) of the Debt

of each Qualified Subclass One Member.

                         3.3.2.2 For Subclass Two, SLX shall provide unconditional and

conditional debt forgiveness in the aggregate amount of sixty percent (60%) of the Debt of each

Qualified Subclass Two Member.

                         3.3.2.3 For Subclass Three, SLX shall provide unconditional and

conditional debt forgiveness in the aggregate amount of forty-seven-and-one-half percent

(47.50%) of the Debt of each Qualified Subclass Three Member.

                         3.3.2.4 For Subclass Four, SLX shall provide unconditional and

conditional debt forgiveness in the aggregate amount of thirty percent (30%) of the Debt of each

Qualified Subclass Four Member.




                                                 22
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009      Page 25 of 147



                        3.3.2.5 For Subclass Five, SLX shall provide unconditional and

conditional debt forgiveness in the aggregate amount of twenty percent (20%) of the Debt of

each Qualified Subclass Five Member.

                        3.3.2.6 For Subclass Six, SLX shall provide the same aggregate

percentage of unconditional and conditional debt forgiveness that the Qualified Subclass Six

Member’s corresponding Borrower receives pursuant to Sections 3.3.2.1-3.3.2.5.

                 3.3.3 Unconditional Debt Forgiveness. The Parties estimate that SLX shall

provide Qualified Class Members with unconditional debt forgiveness of more than $11,000,000,

calculated according to the formulas set forth below. Such debt forgiveness shall be effective on

the Final Effective Date.

                        3.3.3.1 For Subclass One, SLX shall forgive seven-and-one-half percent

(7.5%) of the Debt of each Qualified Subclass One Member.

                        3.3.3.2 For Subclass Two, SLX shall forgive six percent (6%) of the Debt

of each Qualified Subclass Two Member.

                        3.3.3.3 For Subclass Three, SLX shall forgive four-and-three-quarters

percent (4.75%) of the Debt of each Qualified Subclass Three Member.

                        3.3.3.4 For Subclass Four, SLX shall forgive three percent (3%) of the

Debt of each Qualified Subclass Four Member.

                        3.3.3.5 For Subclass Five, SLX shall forgive two percent (2%) of the Debt

of each Qualified Subclass Five Member.

                        3.3.3.6 For Subclass Six, SLX shall forgive the same percentage of the

Debt that the Qualified Subclass Six Member’s corresponding Borrower receives pursuant to

Sections 3.3.3.1-3.3.3.5.



                                                23
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2       Filed 10/27/2009      Page 26 of 147



                 3.3.4   Conditional Debt Forgiveness In Event Of Repayment And Restructuring

Of Loan Payments. SLX shall conditionally provide each Qualified Class Member with

conditional debt forgiveness in accordance with Sections 3.3.4.1-3.3.4.6 below. The Parties

estimate that the amount of this conditional debt forgiveness is more than $100,000,000,

calculated according to the formulas set forth below.

                         3.3.4.1 For Subclass One, SLX shall conditionally provide each Qualified

Subclass One Member with forgiveness of an additional sixty-seven-and-one-half percent

(67.5%) of the Debt. The additional debt forgiveness shall only become effective if the

Qualified Subclass One Member remains eligible to receive such benefit pursuant to Section

3.3.8 and upon the repayment by each such Qualified Subclass One Member of an amount equal

to twenty-five percent (25%) of the Debt pursuant to the repayment provisions of Section 3.3.7,

plus interest on the Restructured Loan calculated in accordance with Section 3.3.6.

                         3.3.4.2 For Subclass Two, SLX shall conditionally provide each Qualified

Subclass Two Member with forgiveness of an additional fifty-four percent (54%) of the Debt.

The additional debt forgiveness shall only become effective if the Qualified Subclass Two

Member remains eligible to receive such benefit pursuant to Section 3.3.8 and upon the

repayment by each such Subclass Two Member of an amount equal to forty percent (40%) of the

Debt pursuant to the repayment provisions of Section 3.3.7, plus interest on the Restructured

Loan calculated in accordance with Section 3.3.6.

                         3.3.4.3 For Subclass Three, SLX shall conditionally provide each

Qualified Subclass Three Member with forgiveness of an additional forty-two-and-three-quarters

percent (42.75%) of the Debt. The additional debt forgiveness shall only become effective if the

Qualified Subclass Three Member remains eligible to receive such benefit pursuant to Section



                                                 24
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009      Page 27 of 147



3.3.8 and upon the repayment by each such Qualified Subclass Three Member of an amount

equal to fifty-two-and-one-half percent (52.50%) of the Debt pursuant to the repayment

provisions of Section 3.3.7, plus interest on the Restructured Loan calculated in accordance with

Section 3.3.6.

                        3.3.4.4 For Subclass Four, SLX shall conditionally provide each Qualified

Subclass Four Member with forgiveness of an additional twenty-seven percent (27%) of the

Debt. The additional debt forgiveness shall only become effective if the Qualified Subclass Four

Member remains eligible to receive such benefit pursuant to Section 3.3.8 and upon the

repayment by each such Qualified Subclass Four Member of an amount equal to seventy percent

(70%) of the Debt pursuant to the repayment provisions of Section 3.3.7, plus interest on the

Restructured Loan calculated in accordance with Section 3.3.6.

                        3.3.4.5 For Subclass Five, SLX shall conditionally provide each Qualified

Subclass Five Member with forgiveness of an additional eighteen percent (18%) of the Debt.

The additional debt forgiveness shall only become effective if the Qualified Subclass Five

Member remains eligible to receive such benefit pursuant to Section 3.3.8 and upon the

repayment by each such Qualified Subclass Five Member of an amount equal to eighty percent

(80%) of the Debt pursuant to the repayment provisions of Section 3.3.7, plus interest on the

Restructured Loan calculated in accordance with Section 3.3.6.

                        3.3.4.6 For Subclass Six, SLX shall conditionally provide each Qualified

Subclass Six Member with the same amount of forgiveness that such Qualified Subclass Six

Member’s corresponding Borrower receives pursuant to Sections 3.3.4.1-3.3.4.5.

                 3.3.5 Early Repayment Refund. In addition to the amounts of unconditional and

conditional debt forgiveness set forth in Sections 3.3.3 and 3.3.4 respectively, SLX shall also



                                                25
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 28 of 147



provide an Early Repayment Refund to each Qualified Class Member whose Restructured Loan,

plus interest accruing thereon, is fully repaid within five (5) years of the Repayment Start Date,

provided such Qualified Class Member remains eligible pursuant to Section 3.3.8.

                       3.3.5.1 The Early Repayment Refund shall be distributed as follows: (a)

for any Qualified Class Member who made his/her final payment by check or money order, the

Early Repayment Refund will be distributed no later than sixty (60) days after receipt of the final

payment; and (b) for any Qualified Class Member who made his/her final payment by electronic

means, the Early Repayment Refund will be distributed no later than ninety (90) days after

receipt of the final payment. The Early Repayment Refund shall be distributed by sending

directly, or through its loan servicer or other party, a check via First Class U.S. Mail to the name

and last known address of such Qualified Class Member contained in the records of SLX or its

loan servicer. SLX shall fully discharge its obligations to those Qualified Class Members

entitled to receive an Early Repayment Refund pursuant to Section 3.3.5 through the mailing of a

check as set forth in this Section, regardless of whether such check is actually received and/or

negotiated by each such Qualified Class Member. Any check that is not negotiated within six

months of mailing shall become null and void, and to the extent not prohibited by law, the

Qualified Class Member to whom such check was mailed shall have no further right to the

payment, and all rights to the payment shall otherwise revert to SLX.

                       3.3.5.2 In situations involving a Loan with a Borrower and a Cosigner,

SLX shall fully discharge its obligations under this Section 3.3.5 by mailing the Early

Repayment Refund to the Borrower.




                                                 26
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009      Page 29 of 147



                 3.3.6   Interest.

                         3.3.6.1 Interest shall not accrue on the Debt of the Qualified Class

Members between February 4, 2008 and the Interest Reaccrual Date, inclusive.

                         3.3.6.2 Interest shall begin accruing on the Restructured Loan of each

Qualified Class Member on the Interest Reaccrual Date. Interest for Qualified Class Members

will accrue at the Reduced Interest Rate or the Original Interest Rate, whichever is lower. The

Reduced Interest Rate is conditionally provided to Qualified Class Members so long as such

Qualified Class Members remain eligible for such benefit pursuant to Section 3.3.8.

                 3.3.7 Repayment. As soon as practicable after the Final Approval Order Date,

SLX (either directly or through its loan servicer or other third party), shall provide each

Qualified Class Member with a Reduced Monthly Repayment Notice. Those Qualified Class

Members who remain eligible pursuant to Section 3.3.8 and who fully repay their Restructured

Loan, and any interest that accrues thereon, on or before 240 months from the Repayment Start

Date shall have their Loans (and any related guarantees, if applicable) cancelled by SLX and

shall be under no further obligation to make any payments on their Loans.

                 3.3.8   Eligibility for Conditional Benefits. If a Qualified Class Member fails to

make a Reduced Monthly Payment (plus all applicable fees) within ninety (90) days after it

becomes due, then such Qualified Class Member shall lose eligibility for the conditional benefits

provided for in Sections 3.3.4, 3.3.5, and 3.3.6.2 and shall be deemed automatically an

“Ineligible Class Member.” SLX shall not be required to provide notice or an opportunity to

cure to the Ineligible Class Member of the loss of eligibility. Absent express written consent by

SLX, the Ineligible Class Member shall have no opportunity to regain eligibility for the

conditional benefits provided for in Sections 3.3.4, 3.3.5, and 3.3.6.2. Notwithstanding the



                                                  27
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009       Page 30 of 147



foregoing or any other provision in this Settlement Agreement to the contrary, the filing of a

bankruptcy petition by a Qualified Class Member shall not, in and of itself, result in the loss of

eligibility under this Settlement Agreement; provided, however, that if a Qualified Class Member

otherwise is an Ineligible Class Member (i.e., by virtue of his/her being ninety (90) or more days

delinquent in making a Reduced Monthly Payment), the fact that a Qualified Class Member has

become a debtor in a bankruptcy case shall not affect such Qualified Class Member’s status as an

Ineligible Class Member, subject to the provisions of Section 3.3.8.4 below.

                       3.3.8.1 In situations involving a Loan with a Borrower and a Cosigner, if

the Borrower is deemed an “Ineligible Class Member,” the corresponding Cosigner shall be

deemed automatically an “Ineligible Class Member.”

                       3.3.8.2 In the event of a loss of eligibility, the Ineligible Class Member

shall no longer have any right to the conditional benefits set forth in Sections 3.3.4, 3.3.5, and

3.3.6.2. The Ineligible Class Member shall remain obligated to pay his/her Settled Debt based

on the terms of the Ineligible Class Member’s Loan, with interest accruing on any outstanding

balance at the Original Interest Rate. As soon as practicable after the loss of eligibility, a notice

will be sent to the Ineligible Class Member regarding payment of the Settled Debt.

                       3.3.8.3 Ineligible Class Members shall remain bound by the release,

assignment and transfer provisions set forth in Sections 4, 6, and 7, and their subparts, and shall

not be permitted to assert any Released Claims (including as a defense in a collection action to

recover any unpaid portion of his/her Settled Debt) or to assert any claims that are Assigned

Claims or Transferred Claims (as those terms are defined in Sections 6 and 7 below).

                       3.3.8.4 If a Qualified Class Member is not late in making any Reduced

Monthly Payments, files for bankruptcy and wishes to preserve his/her eligibility to receive the



                                                  28
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009       Page 31 of 147



benefits conditionally provided under Sections 3.3.4, 3.3.5, and 3.3.6.2, he/she shall keep his/her

Reduced Monthly Payments current during the bankruptcy case to the extent necessary to avoid

losing eligibility for such conditional benefits, and shall stipulate to the nondischargeability of

the Settled Debt or reaffirm the Settled Debt owed to SLX pursuant to the provisions of Section

524(c) of the United States Bankruptcy Code (such reaffirmation to include all of the provisions

of this Settlement Agreement).

                               3.3.8.4.1       With respect to any Qualified Class Member who

has filed for bankruptcy as of the Final Approval Date and wishes to preserve his/her eligibility

to receive the benefits conditionally provided under Sections 3.3.4, 3.3.5, and 3.3.6.2, he/she

shall, in addition to satisfaction of the foregoing requirements in Section 3.3.8.4, and the other

provisions of this Settlement Agreement, stipulate to immediate relief from the automatic stay in

his/her bankruptcy case so that SLX may deliver any and all notices (including monthly billing

statements) required or permitted under the Settlement Agreement and the Promissory Note.

                       3.3.8.5 If a Qualified Class Member is late, but less than ninety (90) days

late, making one or more Reduced Monthly Payments, files for bankruptcy, and wishes to

preserve his/her eligibility to receive the benefits conditionally provided under Sections 3.3.4,

3.3.5, and 3.3.6.2, he/she shall make all such late Reduced Monthly Payments (plus all

applicable fees) within sixty (60) days after the petition date. Such Qualified Class Member

shall not become an Ineligible Class Member so long as all such late Reduced Monthly Payments

(plus all applicable fees) have been made within sixty (60) days after the petition date. Further,

if such Qualified Class Member wishes to preserve his/her eligibility to receive the benefits

conditionally provided under Sections 3.3.4, 3.3.5, and 3.3.6.2, he/she also shall keep his/her

Reduced Monthly Payments current during the bankruptcy case to the extent necessary to avoid



                                                 29
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 32 of 147



losing eligibility for such conditional benefits, and shall stipulate to the nondischargeability of

the Settled Debt or reaffirm the Settled Debt owed to SLX pursuant to the provisions of Section

524(c) of the United States Bankruptcy Code (such reaffirmation to include all of the provisions

of this Settlement Agreement).

                         3.3.8.6 Notwithstanding anything contained in this Settlement Agreement,

SLX reserves all of its rights to assert that the Settled Debt is nondischargeable under the

provisions of the United States Bankruptcy Code. Plaintiffs and the Class Members reserve their

rights to assert that the Settled Debt is dischargeable under the hardship provisions of Section

523(a)(8) of the United States Bankruptcy Code, provided, however, that if any Plaintiff or Class

Member asserts that the Settled Debt is dischargeable, such Plaintiff or Class Member shall be

deemed an Ineligible Class Member pursuant to Section 3.3.8.

                         3.3.8.7 Regardless of whether it is determined by the bankruptcy court, or

agreed as between such Qualified Class Member and SLX, that the Settled Debt owed by such

Qualified Class Member to SLX is or is not dischargeable in bankruptcy, SLX shall be entitled to

file a proof of claim in such Qualified Class Member’s bankruptcy case (and shall have an

allowed claim pursuant to Section 502 of the Bankruptcy Code) for the full amount of the Settled

Debt owed by such Qualified Class Member to SLX as of the date of the filing of the bankruptcy

petition, without reduction for such Qualified Class Member’s right to conditional debt reduction

under the terms of this Settlement Agreement.

          3.4    Additional Benefits to the Class.

                 3.4.1   Credit Reporting. If SLX has reported any information to Equifax,

Experian, Innovis, or TransUnion with respect to Qualified Class Members or their Loans that

are the subject of this Settlement, SLX shall request that such credit reporting agency(ies)



                                                  30
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 33 of 147



remove their respective tradeline from such Qualified Class Member’s file (the “Credit Agency

Notification”). Plaintiffs and Class Members understand and acknowledge that SLX does not

have any control over, nor any right to control, the credit reporting agencies to which they supply

information, including any Credit Agency Notification. Accordingly, Plaintiffs and Class

Members understand, acknowledge and agree that SLX may not be held liable for any action or

inaction taken by the credit reporting agencies or for the manner in which the credit reporting

agencies use the credit information or Credit Agency Notification provided. SLX shall provide

the Credit Agency Notification, if any, not later than one hundred-twenty (120) days of the Final

Effective Date. Nothing in this Section shall prohibit SLX from reporting information to

Equifax, Experian, Innovis, TransUnion or any other credit agency regarding any Qualified Class

Member or his/her Loan following such Class Member’s loss of eligibility as set forth in Section

3.3.8.

                 3.4.2   Attorneys’ Fees, Costs, And Expenses. Class Counsel shall apply to the

Court for approval of an award of attorneys’ fees, costs, and expenses, based on their lodestar,

plus an appropriate multiplier, in an amount not to exceed four million nine hundred and seventy

thousand dollars ($4,970,000.00), in accordance with the applicable legal precedents therefor,

and conditioned upon the Settlement reaching its Final Effective Date. SLX shall pay the

attorneys’ fees, costs, and expenses awarded by the Court, provided that the amount awarded for

attorneys’ fees, costs, and expenses does not exceed $4,970,000.00. SLX shall pay the amount

awarded for attorneys’ fees, costs, and expenses on or before ten (10) business days after the

later of (a) the Final Effective Date or (b) the date the order awarding attorney’s fees, costs, and

expenses becomes part of a final judgment no longer subject to any appeal, or if appealed, has

been affirmed and is no longer subject to further appeal. Payment shall be made to the trust



                                                 31
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009         Page 34 of 147



account designated by Class Counsel, which account shall be designated by Class Counsel on or

before the Final Effective Date. Attorneys’ fees and expenses were not negotiated until a

settlement was reached as to all other issues pertaining to the claims of the Class.

                 3.4.3   Additional Compensation To Class Representatives. Class Counsel may

petition the Court for a service award for the Class Representatives to compensate them for their

time and energy in serving as the Class Representatives. Class Counsel’s application for such

service awards shall not exceed five thousand dollars ($5,000.00) per Class Representative, and

thirty thousand dollars ($30,000.00) in the aggregate. SLX shall pay the amount of the court-

approved service awards on or before ten (10) business days after the later of (a) the Final

Effective Date or (b) the date the order awarding the service awards becomes part of a final

judgment no longer subject to any appeal, or if appealed, has been affirmed and is no longer

subject to further appeal. Payment of the service awards shall be made to the trust account

designated by Class Counsel, which account shall be designated by Class Counsel on or before

the Final Effective Date. The service awards shall be independent of any other benefits to which

the Class Representatives may be entitled as Class Members pursuant to this Settlement

Agreement.

                 3.4.4   The Parties agree that the provisions of Sections 3.4.2 and 3.4.3 of this

Settlement Agreement are severable from the remainder of the Settlement Agreement. Any

denial by the Court of the application for attorneys’ fees, costs, and expenses or the request for

an award to the Class Representatives (or any of them) shall in no way affect the validity and

effect of the remainder of this Settlement Agreement.

                 3.4.5   Notice and Administration Costs. SLX shall pay all costs of settlement

notice and settlement administration regardless of whether the Settlement is consummated, and



                                                  32
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2       Filed 10/27/2009       Page 35 of 147



will be responsible for disseminating any notices in accordance with the Court’s orders. The

Class Representatives and Class Counsel shall have no responsibility whatsoever for any such

notice or administration costs, regardless of whether this Settlement is consummated.

                 3.4.6   Limitation on Costs and Fees. Except as provided in this Settlement

Agreement, SLX shall not be required to pay any other expenses, costs, damages or fees incurred

by Plaintiffs, by any Class Member, or by any of their attorneys, experts, advisors, agents or

representatives. Any award of attorneys’ fees, costs and expenses payable hereunder to Class

Counsel shall be in complete satisfaction of any and all claims for such attorneys’ fees, costs and

expenses, under state or federal law, which Plaintiffs, Class Members, Class Counsel, or any

other counsel have or may have against SLX or any of the Released Parties (as defined below)

arising out of or in connection with the Actions and the Settlement, including any claims for

attorneys’ fees, costs and expenses involved in litigating the Actions and in negotiating and

implementing this Settlement Agreement, including attorneys’ fees, costs and expenses incurred

through and after the final disposition and termination of the Actions. SLX shall not be

responsible for distributing or apportioning any award of attorneys’ fees and expenses among

Class Counsel, and Class Counsel shall defend, hold harmless, and indemnify SLX and its

counsel, or any of them, from and against any claims, damages, litigation, causes of action, and

expenses, including reasonable attorneys’ fees, resulting from any action, proceeding, or claim

initiated by Plaintiffs, Class Members, or Class Counsel involving the apportionment of the

award of attorneys’ fees, costs, or expenses among Plaintiffs, Class Members, and Class

Counsel.

                 3.4.7   Persons Objecting to the Settlement or Requesting Exclusion from the

Action. SLX shall not be responsible to those Plaintiffs or Class Members who submit



                                                 33
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009        Page 36 of 147



objections to the Settlement Agreement or who exclude themselves from the Settlement for

attorneys’ fees, costs, or expenses of any kind.

4.        Dismissal and Release. In exchange for the consideration set forth in this Settlement

Agreement, Plaintiffs and Class Members agree to dismiss the Action with prejudice, to refrain

from re-filing Kilgore against SLX, AES, or any of the Released Parties, to refrain from re-filing

Mason, and to release all claims as set forth herein.

          4.1    Dismissal. Upon final approval of this Settlement Agreement, this Action shall be

dismissed with prejudice in its entirety. Further, within five (5) days after the date of execution

of the Settlement Agreement, counsel for plaintiffs in Kilgore shall dismiss Kilgore without

prejudice as against SLX and AES.

          4.2    Release. Upon final approval of this Settlement Agreement, Plaintiffs, on their

own behalf and as the Class Representatives, Class Members, and all persons purporting to act

on their behalf or purporting to assert a claim under or through them, including their dependents,

heirs and assigns, beneficiaries, devisees, legatees, executors, administrators, trustees,

conservators, guardians, personal representatives, and successors-in-interest, whether individual,

class, representative, legal, equitable, direct or indirect, or any other type or in any other capacity

(collectively, the “Releasing Parties”) hereby forever completely and irrevocably release and

discharge Student Loan Xpress, Inc., American Education Services, Pennsylvania Higher

Education Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., Fifth Third Bank, as

eligible lender trustee for Student Loan Xpress, Inc., Education Funding Resources, LLC, Fifth

Third Bank as eligible lender trustee for Education Funding Resources, LLC, Lutheran

Education Assistance Resource Network, and any other entity that may have originated,

marketed, serviced or held any of the Loans that are subject to this Settlement Agreement, and



                                                   34
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009        Page 37 of 147



each of their respective past, present, and future parents, affiliates, subsidiaries, divisions,

predecessors, successors, and assigns, and each of their respective officers, directors, trustees,

shareholders, employees, agents, attorneys, auditors, accountants, experts, contractors,

stockholders, representatives, partners, insurers, reinsurers, and other persons acting on their

behalf (collectively, the “Released Parties”), from any and all causes of action, claims, rights,

damages, punitive or statutory damages, penalties, liabilities, expenses, defenses, offsets, setoffs,

rights of recoupment and losses and issues of any kind or nature whatsoever, whether asserted or

unasserted, known or unknown, suspected or unsuspected, contingent or non-contingent, that any

of the Releasing Parties have, may have had, or may have in the future against any of the

Released Parties under any source of law (including federal law, the law of any state or locality,

common law, statutory law, equity or otherwise) in connection with or that arise out of or relate

in any manner whatsoever, in whole or in part, to the Actions, the subject matter of the Actions,

the claims alleged, asserted, or otherwise referred to in the Actions, any acts, transactions or

occurrences alleged, asserted or otherwise referred to in the Actions or this Settlement

Agreement, and specifically from any and all claims alleged, asserted, or otherwise referred to or

that could have been alleged, asserted, or otherwise referred to in the Actions that relate in any

manner whatsoever to Silver State Service Corp., Silver State Helicopters, LLC (including the

operation or closure of Silver State Helicopters, LLC), the Promissory Notes and/or Loans

(including any claim arising from or relating in any manner to Ohio Retail Installment Sales Act

(“RISA”), Ohio Rev. Code Ann. § 1317.032(C) and other applicable provisions, the Federal

Trade Commission’s Holder Rule, 16 C.F.R. § 433.2, or the Federal Truth In Lending Act, 15

U.S.C. § 1601, et seq. and Regulation Z, 12 C.F.R. § 226), the terms of this Settlement

Agreement, or any communications, representations, statements or omissions to Class Members



                                                  35
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009       Page 38 of 147



with respect to any of the foregoing (the “Released Claims”). This Release does not apply to any

Assigned Claim or Transferred Claim (as those terms are defined in Sections 6 and 7 below) that

Plaintiffs and Class Members are transferring to SLX pursuant to this Settlement Agreement.

          4.3    No Other Liability. The Settlement Agreement shall be in full settlement,

compromise, release and discharge of the Released Claims and each of them, and the Released

Parties shall have no further or other liability or obligation to any Class Member or any other

Releasing Party with respect to the Released Claims, except as expressly provided herein.

          4.4    Waiver of California Civil Code Section 1542. The Releasing Parties

acknowledge that they each may have claims that are presently unknown and that the release

contained in this Settlement Agreement is intended to and will fully, finally, and forever

discharge all Released Claims, whether now asserted or unasserted, known or unknown,

suspected or unsuspected, which now exist, which heretofore existed or which may hereafter

exist, which if known, might have affected their decision to enter into this release. Each

Releasing Party shall be deemed to waive any and all provisions, rights, and benefits conferred

by any law of the United States, any state or territory of the United States, or any state or

territory of any other country, or principle of common law or equity, which governs or limits a

person’s release of unknown claims. In making this waiver, Plaintiffs, Class Members, and all

other Releasing Parties understand and acknowledge that they may hereafter discover facts in

addition to or different from those that are currently known or believed to be true with respect to

the subject matter of this release, but agree that they have taken that possibility into account in

reaching this Settlement Agreement and that, notwithstanding the discovery or existence of any

such additional or different facts, as to which the Releasing Parties expressly assume the risk,

they fully, finally, and forever settle and release any and all Released Claims, known or



                                                 36
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009      Page 39 of 147



unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter

exist, and without regard to the subsequent discovery or existence of such additional or different

facts. The foregoing waiver includes, without limitation, an express waiver, to the fullest extent

not prohibited by law, by Plaintiffs, Class Members and all other Releasing Parties of any and all

rights under California Civil Code Section 1542, which provides:

                 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.

In addition, Plaintiffs, Class Members, and all other Releasing Parties also expressly waive any

and all provisions, rights and benefits conferred by any law or principle of common law or

equity, that is similar, comparable, or equivalent, in whole or in part, to California Civil Code

Section 1542.


          4.5    Prohibition on Subsequent Assertion of Released Claims. Plaintiffs, and to the

fullest extent not prohibited by law, Class Members and all other Releasing Parties, are

prohibited from ever asserting a Released Claim, and from commencing, joining in, or

voluntarily assisting in any legal proceeding, including any lawsuit or adversary proceeding,

against the Released Parties, or any of them, arising out of or regarding the Released Claims set

forth above.

          4.6    Covenant Not to Sue. Plaintiffs, and to the fullest extent not prohibited by law,

Class Members and all other Releasing Parties, covenant and agree not to ever assert a Released

Claim, or to commence, join in, or voluntarily assist in any legal proceeding, including any




                                                  37
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 40 of 147



lawsuit or adversary proceeding, against the Released Parties, or any of them, arising out of or

regarding the Released Claims set forth above.

          4.7    No Assignment of Rights With Respect to Released Claims. Plaintiffs warrant

and represent that they have not assigned, transferred, or hypothecated, or purported to assign,

transfer, or hypothecate to any person or entity any of the Released Claims or any rights, claims,

or causes of action arising out of the Released Claims. This warranty and representation of non-

assignment shall survive the execution of this Settlement Agreement and the dismissal of the

Action and Kilgore (as to SLX and AES) as contemplated herein. Plaintiffs shall defend, hold

harmless, and indemnify the Released Parties, or any of them, from and against any claims,

damages, litigation, causes of action, and expenses, including reasonable attorneys’ fees,

resulting from any breach by any of them of this warranty and representation, or any breach of

their release of the Released Claims.

5.        SLX’s Authority to Compromise the Loans. SLX represents that it owns or has the

authority to compromise the Loans that are the subject of this Settlement Agreement. However,

Plaintiffs, Class Members, and Class Counsel understand, acknowledge and agree that SLX may

at any time re-assign, transfer, or sell the Loans, subject to the provisions of Section 26.

6.        Assignment of Claims Against Silver State Affiliated Parties. Upon final approval of this

Settlement Agreement, any and all causes of action, claims, rights, damages, punitive or statutory

damages, remedies, and/or suits that Plaintiffs and Class Members have against Silver State,

Silver State Service Corp., the Bankruptcy Trustee, and EOS Partners, LLP, and their respective

parents, affiliates, subsidiaries, divisions, predecessors, successors, and assigns, and each of their

officers, directors, trustees, shareholders, employees, agents, attorneys, auditors, accountants,

experts, contractors, stockholders, representatives, partners, insurers, reinsurers, and other



                                                 38
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2           Filed 10/27/2009    Page 41 of 147



persons acting on their behalf (including Jerry Airola and Steve Pickett) (“Silver State Affiliated

Parties”) that arise from or relate in any manner to Silver State shall be assigned to SLX (the

“Assigned Claims”). By this assignment, Plaintiffs and Class Members unconditionally transfer

and assign to SLX all of their rights, title and interest in and to the Assigned Claims, including

the right to receive any and all cash, securities, instruments and/other property or distributions

from the Silver State Affiliated Parties, or any of them, on account of the Assigned Claims.

Plaintiffs and Class Members shall have no interest in the prosecution or outcome of the

Assigned Claims. SLX shall have no obligation to and owes no duty to the Class Members to

initiate, prosecute, or pursue the Assigned Claims. SLX shall have the sole discretion to

determine whether to initiate, prosecute, or pursue the Assigned Claims, including the sole right

to waive, decline to pursue, compromise or cease the prosecution of the Assigned Claims.

          6.1    Plaintiffs and Class Counsel agree to take all further action as may be necessary

or appropriate to effectuate the assignment of the Assigned Claims to SLX, including executing

all documents reasonably requested by SLX to effectuate or evidence the assignment of the

Assigned Claims to SLX. Plaintiffs and Class Counsel further agree to cooperate to assist SLX

in proving or pursuing the Assigned Claims.

          6.2    Plaintiffs and Class Members understand, acknowledge and agree that SLX may

at any time re-assign, transfer, or sell the Assigned Claims.

          6.3    The Assigned Claims shall revert to Plaintiffs and Class Members only in the

event the Settlement is terminated in accordance with Section 15.2 or in the event SLX exercises

its right to withdraw from the Settlement in accordance with Section 16.

7.        Transfer of Proofs of Claim. Upon final approval of this Settlement Agreement, any and

all claims of Plaintiffs and Class Members against the Debtor, whether scheduled, filed, or



                                                 39
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009       Page 42 of 147



otherwise allowed in the Silver State Bankruptcy Case (“Proofs of Claim”), shall be transferred

to SLX (“Transferred Claims”). By this transfer, Plaintiffs and Class Members unconditionally

transfer to SLX all of their rights, title and interest in and to the Transferred Claims, including

the right to receive any and all cash, securities, instruments, other property, and/or distributions

on account of the Transferred Claims. Plaintiffs and Class Members shall have no interest in the

prosecution or outcome of the Transferred Claims other than the payment by SLX of any Net

Recovery, if any, that SLX collects on the Transferred Claims, as set forth in Sections 7.3 and

7.4 below. SLX shall have no obligation to and owes no duty to the Class Members to pursue

the Transferred Claims. SLX shall have the sole discretion to determine whether to pursue the

Transferred Claims, including the sole right to waive, decline to pursue, compromise or cease the

prosecution of the Transferred Claims.

          7.1    Plaintiffs and Class Counsel further agree to execute the Transfer of Claim

attached hereto as Exhibit 7 for all Class Members not less than seven (7) days prior to the Final

Approval Hearing.

          7.2    Plaintiffs and Class Counsel shall provide the executed Transfer of Claim to SLX

for filing in the Silver State Bankruptcy Case within five (5) days after the Final Approval Order

Date.

          7.3    The term “Net Recovery” shall mean the amount SLX collects on the Transferred

Claims, reduced by (a) the amount of attorneys’ fees, costs and expenses incurred by SLX in

connection with pursuing or collecting upon the Transferred Claims in the Silver State

Bankruptcy Case and (b) the total amount of debt forgiveness and Early Repayment Refunds

provided and interest not charged pursuant to Sections 3.3.3, 3.3.4, 3.3.5, and 3.3.6 and their

respective subparts. For purposes of this Section, the amount of debt forgiveness and Reduced



                                                 40
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 43 of 147



Interest shall be calculated as if all Qualified Class Members remain eligible to receive the

conditional benefits set forth in Sections 3.3.4, 3.3.5, and 3.3.6.2, except for those individuals

who are Ineligible Class Members as of the date the Net Recovery is calculated.

          7.4    Within ninety (90) days after the close of the Silver State Bankruptcy Case, SLX

shall notify Class Counsel in writing whether there is a Net Recovery. If SLX advises Class

Counsel that there is a Net Recovery, counsel for the Parties shall confer in good faith regarding

an appropriate plan for its distribution. Within sixty (60) days thereafter, counsel for the Parties

shall present to the Court a joint recommendation or their respective recommendations for a plan

of distribution of the Net Recovery to Qualified Class Members.

          7.5    Plaintiffs and Class Members understand, acknowledge and agree that SLX may

at any time re-assign, transfer, or sell the Transferred Claims, including all of its rights and

obligations related thereto.

          7.6    With respect to the Transferred Claims, Plaintiffs and Class Members agree that

an Order may be entered by the court in the Silver State Bankruptcy Case recognizing that the

transfer of the Transferred Claims pursuant to this Settlement Agreement is a transfer to SLX for

its own behalf, and not as security for any obligation, and that following the transfer, SLX will

be the valid and lawful owner of the Transferred Claims, and that SLX shall, at its election, be

substituted for all purposes related to the Transferred Claims. Plaintiffs and Class Members

consent to Class Counsel’s execution of the requisite evidence of transfer for each Transferred

Claim and to Class Counsel taking all further actions as may be necessary or appropriate to

effectuate the transfer of the Transferred Claims, including executing all documents reasonably

requested by SLX to effectuate or evidence the transfer of the Transferred Claims to SLX.

Plaintiffs, Class Members, and Class Counsel agree to take all further action as may be necessary



                                                  41
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009      Page 44 of 147



or appropriate to effectuate the transfer of the Transferred Claims to SLX, including executing

all documents reasonably requested by SLX to effectuate or evidence the transfer of the

Transferred Claims to SLX. Further, Plaintiffs and Class Members (a) consent to the transfer of

the Transferred Claims to SLX, (b) waive any right to object to the transfer of the Transferred

Claims to SLX in the records maintained by the court presiding over the Silver State Bankruptcy

Case, the Bankruptcy Trustee, the Debtor or any claims agent retained in the Silver State

Bankruptcy Case, and (c) consent to the entry of an order substituting SLX for themselves for all

purposes related to the Transferred Claims. Plaintiffs, Class Members, and Class Counsel further

agree to reasonably assist SLX in proving or pursuing the Transferred Claims.

          7.7    The Transferred Claims shall revert to Plaintiffs and Class Members only in the

event the Settlement is terminated in accordance with Section 15.2 or in the event SLX exercises

its right to withdraw from the Settlement in accordance with Section 16.

8.        Class Notice And Settlement Administration.

          8.1    Engagement of Settlement Administrator. SLX shall select and engage a

Settlement Administrator to perform the notice and other settlement administration functions set

forth below. Except as otherwise provided herein, all fees, costs, and other charges of the

Settlement Administrator, and any and all other costs of notice and settlement administration,

shall be paid by SLX.

                 8.1.1   The Settlement Administrator shall be responsible for (a) printing and

disseminating the Class Notice to Class Members, (b) printing and disseminating the Class

Notice and the Claim Form to Potential Class Members, (c) promptly furnishing to Class

Counsel and counsel for SLX copies of all objections and Requests for Exclusion received, and

(d) administering the Settlement and the claims, including determining each putative Class



                                                  42
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 45 of 147



Member’s status as a member of the Class and verifying the information contained in the Claim

Forms submitted by Potential Class Members.

          8.2    Class Notice.

                 8.2.1   For each Borrower Class Member, the Class Notice shall include, inter

alia, (a) the number and name of the FAA Certifications, if any, obtained by such Class Member

and (b) a statement that if the Class Member believes he/she is entitled to a greater or lesser

amount of debt forgiveness because he/she received a different number of FAA Certifications

than are pre-printed on the Class Notice, then the Class Member must, within the time frame

specified in Section 10 below, send to the Settlement Administrator a written statement signed

under penalty of perjury setting forth by name the FAA Certifications obtained, and submit any

documentation supporting that assertion (including any written statements from witnesses

supporting the person’s position, log books, flight records, correspondence with Silver State,

SLX, or AES, and FAA records regarding the number of FAA Certifications obtained).

                 8.2.2   For each Cosigner Class Member, the Class Notice shall include, inter

alia, (a) the number and name of the FAA Certifications, if any, obtained by the corresponding

Borrower and (b) a statement that if the Class Member believes he/she is entitled to a greater or

lesser amount of debt forgiveness because the corresponding Borrower received a different

number of FAA Certifications than are pre-printed on the Class Notice, then the Class Member

must, within the time frame specified in Section 10 below, send to the Settlement Administrator

a written statement signed under penalty of perjury setting forth by name the FAA Certifications

obtained, and submit any documentation supporting that assertion (including any written

statements from witnesses supporting the person’s position, log books, flight records,




                                                 43
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009      Page 46 of 147



correspondence with Silver State, SLX, or AES, and FAA records regarding the number of FAA

Certifications obtained).

          8.3    Identification of Class Members.

                 8.3.1   SLX has completed a review of the readily accessible information

available from its business records, the business records maintained by AES which were made

available to SLX, the FAA Certifications reflected on the FAA’s website

(https://amsrvs.registry.faa.gov/airmeninquiry) to identify the Identified Class Members and

Potential Class Members and has provided information to Class Counsel regarding the same as

part of the confirmatory discovery process. Class Counsel has completed a review of certain

Silver State business records obtained from the Bankruptcy Trustee regarding the identification

of Identified Class Members and Potential Class Members and has met and conferred with

SLX’s counsel regarding the same.

                 8.3.2   Within ten (10) days after the Preliminary Approval Order Date, SLX

shall provide the Settlement Administrator with the following information:

                         8.3.2.1 the name and last known address of each Identified Class Member

and Potential Class Member;

                         8.3.2.2 the number and name of the FAA Certifications, as reflected on the

FAA’s website, obtained by each Class Member or the Borrower for whom the Class Member

cosigned the Loan; and

                         8.3.2.3 such other information that the Settlement Administrator

reasonably requires to identify Identified Class Members and Potential Class Members, to

disseminate the Class Notice, and to disseminate the Claim Form to Potential Class Members.




                                                 44
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009      Page 47 of 147



                 8.3.3   Because of privacy laws, including Title V, Subtitle A of the Gramm-

Leach-Bliley Act, 15 U.S.C. §§ 6801-6809, and the implementing regulations thereunder, and

the California Financial Information Privacy Act, Cal. Financial Code §§ 4050-4059, neither

SLX nor the Settlement Administrator shall provide the identification and/or financial

information of Identified Class Members or Potential Class Members to the Class

Representatives, Class Counsel, other Identified Class Members or Potential Class Members, or

to any other person or entity, unless requested to do so in writing by the Identified Class Member

or Potential Class Member to whom such identification and/or financial information relates.

                 8.3.4   On or before the Notice Date, the Settlement Administrator shall provide

the Class Notice to Identified Class Members and the Class Notice and the Claim Form to

Potential Class Members by First Class U.S. Mail, forwarding requested, at the addresses

identified through the process described herein. Before mailing the Class Notice, the Settlement

Administrator will access the National Change of Address (“NCOA”) Database, and update the

address provided by SLX for each Identified Class Member and Potential Class Member. If the

NCOA Database indicates that the last known address of any Identified Class Member or

Potential Class Member is invalid or otherwise undeliverable, the Settlement Administrator shall

perform one skip-trace procedure. If this procedure reveals a new address, the Settlement

Administrator shall mail the Class Notice to Identified Class Members and the Class Notice and

the Claim Form to Potential Class Members to the new address on or before the later of (a) the

Notice Date or (b) five (5) business days after the new address is obtained. If the skip-trace

procedure does not reveal a new address, then the Settlement Administrator shall mail the Class

Notice to Identified Class Members and the Class Notice and the Claim Form to Potential Class

Members at the last known address contained in the business records of SLX or its loan servicer.



                                                 45
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 48 of 147



SLX shall have no further obligation to take steps to locate the address of the Identified Class

Member or Potential Class Member or to mail the Class Notice to the Identified Class Member

or the Class Notice and Claim Form to the Potential Class Member.

                 8.3.5   As to any Class Notices or Claim Forms that are returned by the Post

Office as undeliverable within twenty (20) days after the date of initial mailing, the Settlement

Administrator shall perform one skip-trace procedure. Such skip-trace procedure may be

performed by the Settlement Administrator on a weekly batch basis for efficiency reasons. If

this procedure reveals a new address, the Settlement Administrator shall within five (5) business

days thereafter remail the Class Notice (or Claim Form) to the new address.

                 8.3.6   If SLX and the Settlement Administrator determine, based upon further

review of available data, that a person previously identified as being an Identified Class Member

or Potential Class Member should not be so included or identify a person who should have been

included as an Identified Class Member or Potential Class Member but was not so included, SLX

and the Settlement Administrator shall promptly delete or add such person as appropriate and

notify Class Counsel by email prior to such deletions or additions (and the reasons therefor).

                 8.3.7   The time periods and methodologies set forth herein reflect SLX’s best

current belief as to its ability to make such identifications and it is understood that SLX, in

undertaking the tasks set forth herein, shall use reasonable efforts to identify all Identified Class

Members and Potential Class Members and to determine their last known addresses, as provided

in Section 8.3.1, and to do so within the stated time periods.

                 8.3.8   Other than the obligations set forth in this Settlement Agreement, SLX

shall have no additional obligation to identify or locate any Identified Class Member or Potential

Class Member. Further, other than as set forth in this Settlement Agreement, SLX shall have no



                                                  46
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 49 of 147



additional obligation to mail additional copies of the Class Notice (and, for Potential Class

Members, the Claim Form).

          8.4    Final Approval Hearing. The Court shall hold a Final Approval Hearing to

determine whether the Settlement Agreement should be finally approved by the Court as a fair,

reasonable and adequate settlement, and if it is so approved, whether a judgment should be

entered thereon, and whether the Class Representatives’ application for a service award should

be granted, and whether an application by Class Counsel for an award of reasonable attorneys’

fees and reimbursement of their reasonable costs and expenses should be granted. The Parties

shall request that the Court hold the Final Approval Hearing approximately eighty-two (82) days

after the Notice Date.

          8.5    Objections to the Settlement. Any Class Member may object to certification of

the proposed Class or Subclasses or to the proposed Settlement, by mailing or emailing in .pdf

form a written objection, and supporting papers, if any, to the Settlement Administrator at the

address or email address that is set forth in the Class Notice. To be valid and timely, all

objections must be signed in writing, and received on or before the Objection Deadline. All

objections must contain the objecting Class Member’s full name and current address, date of

birth, SLX Loan number (or social security number), and all objections and the reasons therefor,

and must include any and all supporting papers (including all briefs, written evidence, and

declarations). A Class Member who desires to object but who fails to comply with the objection

procedure set forth herein shall be deemed to have not objected. The Settlement Administrator

shall send all objections by .pdf to counsel for SLX and Class Counsel. If an objecting Class

Member wishes to appear at the Final Approval Hearing and present his/her objection to the

Court orally, the objector’s written statement must include a statement of intent to appear at the



                                                 47
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009       Page 50 of 147



Final Approval Hearing and identify all attorneys, if any, representing the Class Member who

will appear at the Final Approval Hearing. Only Class Members who specify in their objections

that they intend to present objections orally at the Final Approval Hearing shall have the right to

present their objections orally at the Final Approval Hearing. Any Class Member who does not

timely submit a written objection shall not be permitted to present his/her objection at the Final

Approval Hearing. Any Class Member who files an objection remains eligible to receive the

benefits of this Settlement, as set forth in Section 3.3, above.

          8.6    Binding Effect And Right To Request Exclusion From The Settlement.

                 8.6.1   Any Class Member may elect to opt out of the Action by mailing or

emailing in .pdf form a written Request for Exclusion from the Settlement to the Settlement

Administrator at the address or email address that is set forth in the Class Notice. To be timely,

all such Requests for Exclusion must be in writing and received on or before the Request for

Exclusion Deadline. Class Members requesting exclusion must set forth in their Request for

Exclusion their full name, current address, date of birth, and SLX Loan number (or social

security number). A Request for Exclusion must also contain a signed statement in substantially

the same form as follows: “Please exclude me from the proposed class in the Michael Holman v.

Student Loan Xpress, Inc. litigation.” The Settlement Administrator shall send all Requests for

Exclusion by .pdf to counsel for SLX and Class Counsel.

                 8.6.2   Any Class Member who elects to opt out in the manner and within the

time limits specified above and in the Class Notice (a) shall not have any rights under the

Settlement, (b) shall not be entitled to receive any of the benefits under the Settlement, (c) shall

not have standing to submit any objection to the Settlement, and (d) shall not be bound by the

Settlement, including all orders issued pursuant thereto.



                                                  48
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009       Page 51 of 147



                 8.6.3   In situations involving a Loan with a Borrower and a Cosigner, if the

Borrower elects to opt out, then the corresponding Cosigner shall be deemed to have opted out,

and if the Cosigner elects to opt out, then the corresponding Borrower shall be deemed to have

opted out.

                 8.6.4   Except for Class Members who elect to opt out in the manner and within

the time limits specified above and in the Class Notice, including Class Members who shall be

deemed to have opted out pursuant to Section 8.6.3, all Class Members shall be deemed to be

within the Class for all purposes under this Settlement Agreement, shall be bound by the terms

and conditions of this Settlement Agreement, the Final Approval Order, the Judgment and the

Release set forth in this Settlement Agreement, and shall be deemed to have waived all unstated

objections and opposition to the fairness, reasonableness, and adequacy of this Settlement

Agreement, and any of its terms.

          8.7    If the Settlement Agreement is given final approval, it shall operate as a full,

complete, and final release of all the Released Claims, and for all the Class Representatives and

all Class Members who do not timely opt out, as an effective transfer of the Assigned Claims and

the Transferred Claims and as an effective covenant not to sue.

9.        Claims Process.

          9.1    Distribution of Claim Forms To Potential Class Members. Included with the

Class Notice sent to Potential Class Members shall be a pre-printed Claim Form, which shall

state:

                 9.1.1   the number of FAA Certifications obtained by the Potential Class Member

or the Borrower for whom the Potential Class Member cosigned the Loan, if any, and the name

of those FAA Certifications;



                                                  49
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 52 of 147



                 9.1.2   that to receive the benefits from the Settlement, the Potential Class

Member must execute the Claim Form under penalty of perjury and return it to the Settlement

Administrator so that it is received on or before the Claim Deadline; and

                 9.1.3   that if the Potential Class Member believes he/she is eligible to receive a

greater or lesser amount of debt forgiveness because he/she or the Borrower for whom he/she

cosigned the Loan received a different number of FAA Certifications than are pre-printed on the

Claim Form, the Potential Class Member must specify by name the FAA Certifications obtained,

and submit with the Claim Form any documentation supporting that assertion (including any

written statements from witnesses supporting the person’s position, log books, flight records,

correspondence with Silver State, SLX, or AES, and FAA records regarding the number of FAA

Certifications obtained).

          9.2    Deadline For Submission Of Claim Forms. In order for a claim to be timely, a

Potential Class Member must complete the Claim Form, execute the Claim Form under penalty

of perjury and return it to the Settlement Administrator so that it is received on or before the

Claim Deadline. Except as provided in Section 9.2.1, SLX shall have no obligation to provide

any of the benefits set forth in this Settlement Agreement to any Potential Class Member who

does not return a completed Claim Form, executed under penalty of perjury, so that it is received

by the Settlement Administrator on or before the Claim Deadline.

                 9.2.1   In situations involving a Loan with a Borrower and a Cosigner, if the

Borrower submits a Valid Claim, the claim shall be deemed submitted for the corresponding

Cosigner, unless the Cosigner elects to opt out (in which event the corresponding Borrower will

be deemed to have opted out and the Borrower’s claim will be invalid), and if the Cosigner

submits a Valid Claim, the claim shall be deemed submitted for the corresponding Borrower,



                                                  50
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009      Page 53 of 147



unless the Borrower elects to opt out (in which event the corresponding Cosigner will be deemed

to have opted out and the Cosigner’s claim will be invalid).

          9.3    Review And Evaluation Of Claim Forms. The Settlement Administrator shall

review the executed Claim Forms received on or before the Claim Deadline for completeness.

                 9.3.1   If the Settlement Administrator has a reasonable suspicion that a claim is

invalid, improper, fraudulent, or duplicative, the Settlement Administrator may request in writing

(with a copy to Class Counsel and counsel for SLX) additional information, including proof of

identity, in order to determine the person’s status as a Potential Class Member and the validity of

the claim.

                 9.3.2   SLX also may request in writing (with a copy to Class Counsel) additional

information, including proof of identity, in order to determine the person’s status as a Potential

Class Member and the validity of the claim.

          9.4    Except as provided in Section 9.2.1, any Potential Class Member who falls within

the definition of the Class and who does not timely submit a Valid Claim shall not be entitled to

receive any of the benefits from the Judgment to be entered in this Action; nonetheless, each

such Potential Class Member shall be bound by the release, transfer, and assignment provided for

herein, and shall be barred from bringing any action against the Released Persons concerning the

Released Claims or bringing any action asserting claims that are Assigned Claims or Transferred

Claims.

10.       Dispute Resolution Procedure. If a Class Member disagrees with the number of FAA

certifications, the corresponding percentage of unconditional debt forgiveness and conditional

debt forgiveness being provided, or the amount of his/her Debt, the following dispute resolution

procedure shall be used:



                                                  51
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009   Page 54 of 147



          10.1   The Class Member shall send to the Settlement Administrator a written statement

signed under penalty of perjury setting forth the basis of the Class Member’s dispute and

submitting his/her evidence or documentation to support that assertion (including any written

statements from witnesses supporting the person’s position, log books, flight records,

correspondence with Silver State, SLX, or AES, FAA records regarding the number of FAA

Certifications obtained, and any other evidentiary material) (“Disputed Claim”). To be timely,

the Class Member must send the Disputed Claim so that it is received by the Settlement

Administrator on or before the Disputed Claim Deadline. No Disputed Claims received after the

Disputed Claim Deadline shall be considered. No evidence or documentation received after the

Disputed Claim Deadline submitted in support of a Disputed Claim received prior to the

Disputed Claim Deadline shall be considered.

          10.2   The Settlement Administrator shall provide a copy of each Disputed Claim,

including any evidence or documentation submitted in connection therewith, to Class Counsel

and to Counsel for SLX within ten (10) days of its receipt.

          10.3   SLX’s counsel and Class Counsel shall meet and confer on the Disputed Claims.

If Class Counsel and SLX’s counsel agree as to the resolution of the Disputed Claims, their

agreement shall control.

          10.4   If SLX’s counsel and Class Counsel cannot reach agreement on the resolution of

the Disputed Claims, such Disputed Claims shall be submitted to retired California Superior

Court Judge William J. Cahill (Ret.) of JAMS for resolution on or before ninety (90) days after

the Notice Date. SLX may submit evidence to Judge Cahill regarding any such Disputed

Claim(s), with a copy to Class Counsel, by that same date. All Disputed Claims shall be decided

by Judge Cahill without a hearing, unless such a hearing is requested by Judge Cahill, in which



                                                52
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009        Page 55 of 147



case, the participants may participate by telephone. The parties shall request that Judge Cahill

decide all Disputed Claims within thirty (30) days of their submission. The decision of Judge

Cahill shall be final, non-appealable and binding on the Class Member and SLX. Judge Cahill’s

fees, if any, shall be split equally between SLX and Class Counsel.

11.       Taxes. SLX will comply with all of its federal, state, local, and foreign tax reporting

obligations in connection with the relief and consideration provided to the Plaintiffs, Class

Members, and Class Counsel pursuant to this Settlement Agreement. SLX shall have no

obligations with respect to the tax obligations of Plaintiffs, Class Members, or Class Counsel,

including their respective obligations to compute, estimate, pay or personally report any federal,

state, local, or foreign taxes. Plaintiffs, Class Members, and Class Counsel, respectively, are and

will be responsible for computing, estimating, paying and personally reporting all appropriate

federal, state, local, and foreign taxes, including income taxes, due with respect to any relief and

consideration provided to them pursuant to this Settlement Agreement. SLX makes no

representations or warranties regarding the tax consequences of the Settlement Agreement and

the Settlement embodied therein. Each Plaintiff, Class Member, and Class Counsel is advised to

consult with his/her own tax advisors regarding the tax consequences to him/her of the relief and

consideration provided for in this Settlement Agreement, including federal, state, local, and

foreign tax consequences.

12.       Application for Preliminary Approval Order. As soon as practicable after execution of

this Settlement Agreement, the Parties will jointly move the Court for preliminary approval of

the Settlement pursuant to Federal Rule of Civil Procedure 23(e).

          12.1   As part of the motion, the Parties will jointly apply for an order:




                                                   53
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 56 of 147



                 12.1.1 preliminarily approving the Settlement Agreement under the legal

standards relating to the preliminary approval of class action settlements;

                 12.1.2 approving the form of the Class Notice, and finding that the proposed

method of disseminating the Class Notice meets the requirements of Rule 23 of the Federal

Rules of Civil Procedure and due process and is the best notice practicable under the

circumstances;

                 12.1.3 approving the form of the Claim Form;

                 12.1.4 establishing the procedures and the deadline by which Class Members

may assert objections to the certification of the Class and the Subclasses and/or to the terms of

the Settlement;

                 12.1.5 establishing procedures and the deadline by which individuals may

exclude themselves from this Action;

                 12.1.6 setting a date for the Final Approval Hearing;

                 12.1.7 setting a date that is approximately seven (7) days before the date of the

Final Approval Hearing by which the Parties must file their respective responses to any

objections to the Settlement that were filed by Class Members on or before the Objection

Deadline; and

                 12.1.8 providing that, pending the Court’s final determination of whether the

Settlement will be approved, and in aid of the Court’s jurisdiction and to prevent a multiplicity of

lawsuits, Plaintiffs and Class Members, and anyone acting on their behalf (including attorneys,

representatives, and agents of any Class Member), who have actual knowledge of this injunction,

are barred and enjoined from instituting, commencing, or continuing to prosecute, directly or

indirectly, as an individual or collectively, representatively, derivatively, or on behalf of himself



                                                  54
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 57 of 147



or herself, or in any other capacity of any kind whatsoever, any action in this Court, any other

federal court, any state court, or any other tribunal or forum of any kind, against any Released

Party that asserts any of the Released Claims that would be released and discharged upon final

approval of the Settlement, except as the Court may further order upon application of a Class

Member and after notice and an opportunity to object and be heard to all parties; and providing

that any person who violates such injunction shall pay the costs and attorneys’ fees incurred by

any Released Party as a result of the violation.

          12.2   At the same time as the joint motion described in Section 12.1 is filed, Plaintiffs

will apply for an order:

                 12.2.1 provisionally certifying the Class and Subclasses as provided in this

Settlement Agreement;

                 12.2.2 appointing Christopher Casper of James, Hoyer, Newcomer & Smiljanich,

P.A. and Andrew August of the Pinnacle Law Group, LLP as counsel for the Class and each

Subclass; and

                 12.2.3 appointing Robert Perrotta as the class representative of Subclass One,

appointing Michael Holman as the class representative of Subclass Two, appointing Kevin

Wilhelmy as the class representative of Subclass Three, appointing Matthew Arnold as the class

representative of Subclass Four, appointing Christopher Korte as the class representative of

Subclass Five, and appointing Deborah Pechacek as the class representative of Subclass Six.

13.       Final Approval Order and Judgment. At the Final Approval Hearing, Plaintiffs shall use

their best efforts to urge the Court to grant final approval of the Settlement (including any

modification made thereto with the consent of the Parties as provided herein), to dismiss the

Action, and to enter the Final Approval Order and the Judgment, as follows:



                                                   55
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009       Page 58 of 147



          13.1   confirming certification of the Class and the Subclasses for settlement purposes

and finding that the requirements of Rule 23(a) and 23(b)(3) of the Federal Rules of Civil

Procedure have been met for purposes of the Class and Subclasses;

          13.2   finding that the dissemination of the Class Notice and Claim Form in the form and

manner ordered by the Court, was accomplished as directed, satisfied the requirements of Rule

23 of the Federal Rules of Civil Procedure and due process, was the best notice practicable under

the circumstances, and constituted due and sufficient notice to all persons entitled thereto;

          13.3   finding that the Class Representatives and Class Counsel have fairly and

adequately represented and protected the interests of the Class and Subclasses;

          13.4   finally approving the Settlement Agreement and the Settlement as fair, reasonable

and adequate and directing consummation of the Settlement in accordance with its terms and

provisions;

          13.5   dismissing the Action in its entirety with prejudice;

          13.6   releasing and discharging the Released Parties from any and all liability with

respect to the Released Claims;

          13.7   transferring the Assigned Claims and the Transferred Claims to SLX;

          13.8   reaffirming that each Class Member’s Settled Debt represents a current obligation

due and owing to SLX unless and until the Restructured Loan has been fully repaid in

accordance with Section 3.3.7;

          13.9   providing that in order to protect the continuing jurisdiction of the Court, prevent

a multiplicity of lawsuits, and protect and effectuate the Court’s Judgment in this Action,

Plaintiffs and Class Members, and anyone acting on their behalf (including attorneys,

representatives, and agents of Plaintiffs or any Class Member), who have actual knowledge of



                                                  56
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009          Page 59 of 147



this injunction, are permanently and forever barred and enjoined from instituting, commencing,

or continuing to prosecute, directly or indirectly, as an individual or collectively,

representatively, derivatively, or on behalf of himself or herself, or in any other capacity of any

kind whatsoever, any action in this Court, any other federal court, any state court, or any other

tribunal or forum, against any Released Party that asserts any claims that are Released Claims

under the terms of the Settlement; and providing that any person who violates such injunction

shall pay the costs and attorneys’ fees incurred by any Released Party as a result of the violation;

          13.10 awarding reasonable attorneys’ fees, costs, and expenses to Class Counsel as

provided in Section 3.4.2, or reserving jurisdiction with respect thereto;

          13.11 awarding additional compensation to each Class Representative as provided in

Section 3.4.3, or reserving jurisdiction with respect thereto; and

          13.12 reserving continuing and exclusive jurisdiction over all matters related to the

administration and consummation of the terms of the Settlement, over the enforcement,

construction and interpretation of the Settlement Agreement, over the enforcement, construction,

and interpretation of the Judgment, including the provisions therein enjoining any further

litigation of Released Claims, and over Plaintiffs and Class Members (and their attorneys and

law firms) in connection therewith.

14.       Conditions of the Settlement. This Settlement Agreement is subject to and conditioned

upon (a) Class Counsel’s completion to their satisfaction of confirmatory discovery on or before

the date on which the Parties file an application for a Preliminary Approval Order, (b) the

approval of this Settlement by the Board of Directors or authorized officers of CIT Group Inc.,

(c) the entry of the Preliminary Approval Order, (d) the entry of the Final Approval Order

approving the terms of the Settlement as provided herein and the Judgment (both substantially in



                                                  57
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 60 of 147



the form set forth in Section 13 above), (e) the time period for appeal of the Judgment has been

exhausted without any appeals having been filed, or all such appeals have been voluntarily or

involuntarily dismissed or the appropriate appellate court or courts have entered a final judgment

affirming the Final Approval Order and Judgment of the Court and the final judgment of such

appellate court or courts is no longer subject to any further appellate challenge or procedure or

the United States Supreme Court has either affirmed the final judgment of the appellate court or

denied certiorari with respect thereto, (f) the entry of an order in the Silver State Bankruptcy

Case recognizing the transfer of the Transferred Claims to SLX and that SLX is the valid and

lawful owner of the Transferred Claims, and (g) the dismissal with prejudice of the Action, the

dismissal of any other action asserting Released Claims, and the final resolution of any and all

appeals of such dismissals. SLX may waive any of these conditions in writing.

15.       Effect of the Final Effective Date Not Occurring; Settlement Termination.

          15.1   Finality. Except as expressly stated herein, none of the obligations of SLX

pursuant to the Settlement Agreement shall become effective until the Final Effective Date. SLX

may waive this condition in writing.

          15.2   Termination. In the event that the Final Effective Date does not occur (unless

waived in writing by SLX), then (a) this Settlement Agreement and the Settlement (except for

the provisions of Section 17) shall be terminated and shall become null and void and of no

further force and effect, except for the obligation of SLX to pay for any and all expenses incurred

on or before the date on which the Settlement is terminated in connection with the notice and

administration of the Settlement, (b) any actions taken or to be taken in connection with this

Settlement Agreement and the Settlement shall become null and void and of no effect, (c) all

Parties and their respective predecessors and successors shall be deemed to have reverted to their



                                                 58
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009       Page 61 of 147



respective positions in the Action as of the date and time immediately prior to the execution of

this Settlement Agreement, (d) the Preliminary Approval Order and the Final Approval Order

and Judgment shall be vacated upon application to the Court, and (e) all pretrial proceedings in

the Action, including discovery, shall resume sixty (60) days thereafter as if this Settlement had

not been proposed for approval of the Court. In addition, if the Final Effective Date does not

occur, and regardless of whether any Plaintiff or Class Member remitted Reduced Monthly

Payments, SLX shall have the unilateral right to require each Plaintiff and Class Member to

make monthly payments based on the terms of his/her Loan.

16.       Withdrawal. If more than fifteen (15) percent of the Class Members elect to be excluded

from this Action, SLX shall have the option to withdraw from the Settlement no later than seven

(7) calendar days before the Final Approval Hearing. In addition, SLX shall have the option to

withdraw from the Settlement at any time prior to the Final Effective Date if (a) any action of

any kind asserting Released Claims is allowed to proceed notwithstanding the Settlement

Agreement and Orders provided for herein, or (b) SLX determines in good faith that the

Settlement would not be effective to release and discharge all of the Released Claims. In the

event that SLX exercises its option to withdraw, a written notice of such withdrawal and the

grounds therefor shall be promptly delivered to Class Counsel. If SLX exercises its option to

withdraw, the effect of the withdrawal will be the same as if the Settlement were terminated

pursuant to Section 15.2.

17.       No Admissions. The Parties understand and agree that this Settlement Agreement is the

result of a good faith compromise and settlement of disputed claims, and no part of this

Settlement Agreement or any conduct or written or oral statements made in connection with the

Settlement or the negotiation of the Settlement or the Settlement Agreement, whether or not the



                                                 59
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 62 of 147



Final Effective Date occurs, may be offered as or construed to be an admission or concession of

any kind by SLX or any of the Releasing or Released Parties or anyone else. In particular, but

without limiting the generality of the foregoing, nothing about this Settlement Agreement,

including the negotiations that led up to it, shall be (a) offered or construed as an admission of

liability, wrongdoing, impropriety, responsibility, or fault whatsoever on the part of SLX and/or

the Released Parties or (b) construed as or deemed to be evidence of, or an admission or

concession that the Class Representatives or any Class Member have suffered any damage. Nor

shall this Settlement Agreement or any provision herein be construed as an admission by

Plaintiffs or Class Members of the validity, viability, or propriety of any factual or legal defense

asserted by SLX and/or AES in the Actions. In addition, this Settlement Agreement shall not be

offered or be admissible in evidence against SLX or any Released Party or cited or referred to in

any action or proceeding of any kind, except in any action or proceeding brought by or against

Plaintiffs, Class Members, or SLX to enforce its terms, or by SLX in defense or prosecution of

any claims. The provisions of this Section shall become effective when this Settlement

Agreement is signed and shall be binding on Plaintiffs, Class Members, SLX, and their

respective counsel regardless of whether the Settlement Agreement is preliminarily and/or finally

approved or terminated for any reason, or rendered null and void.

18.       Publicity. The Parties agree to cooperate to reach agreement on the terms of any press

release or other public statements to be issued by the Class Representatives or Class Counsel.

19.       Extensions of Time. Without further order of the Court, the Parties may agree in writing

to reasonable extensions of time to carry out any of the provisions of the Settlement.

20.       Force Majeure. The failure of any Party to perform any of its obligations hereunder shall

not subject such Party to any liability or remedy for damages, or otherwise, where such failure is



                                                 60
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009        Page 63 of 147



occasioned in whole or in part by acts of God, fires, accidents, earthquakes, other natural

disasters, explosions, floods, wars, interruptions or delays in transportation, power outages, labor

disputes or shortages, shortages of material or supplies, governmental laws, restrictions, rules or

regulations, sabotage, terrorist acts, acts or failures to act of any third parties, or any other similar

or different circumstances or causes beyond the reasonable control of such Party.

21.       Construction. This Settlement Agreement was entered into after substantial good faith,

arms-length negotiations between the Parties and their counsel. Each Party has executed this

Settlement Agreement freely and voluntarily, without coercion and under no duress, and only

after carefully reading it and reviewing it with counsel. This Settlement Agreement reflects the

conclusion of each Party that the terms contained herein and the Judgment and the releases,

transfers, assignments, waivers, and covenants contemplated hereby are in the best interest of

said Party. The content of the language in this Settlement Agreement was approved by counsel

for each of the Parties, and, in the event interpretation of any alleged ambiguity is required, there

will not be a presumption or construction against either side as the drafter. Except as expressly

provided herein, this Settlement Agreement is not intended to confer any rights or remedies upon

any person other than SLX, Plaintiffs, Class Members and Released Parties.

22.       Due Authority of Attorneys. Each of the attorneys executing this Settlement Agreement

on behalf of one or more Parties warrants and represents that he/she has been duly authorized

and empowered to execute this Settlement Agreement on behalf of each such respective Party

and to bind them to the terms hereof.

23.       Entire Agreement. The Promissory Notes, as modified by this Settlement Agreement

(including all Exhibits annexed hereto), sets forth the entire agreement of the Parties with respect

to its subject matter and supersedes any and all other prior agreements and all negotiations



                                                   61
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009      Page 64 of 147



leading up to the execution of this Settlement Agreement, whether oral or written, regarding the

subjects covered herein, including the Mediator’s Proposals agreed to in writing by the Parties on

or about September 24, 2008 and December 20, 2008 and the Summary of Settlement Terms.

The Parties acknowledge that no representations, inducements, warranties, promises, or

statements relating to the subjects covered herein, oral or otherwise, have been made by or relied

upon by any of the Parties (or by anyone acting on behalf of the Parties) other than those which

are set forth in the Promissory Notes and this Settlement Agreement. The Parties further agree

that no other agreement, covenant, representation, inducement, promise or statement relating to

the subjects covered herein not set forth in writing in the Promissory Notes and this Settlement

Agreement, shall be valid or binding. The Parties further agree that subject to the modifications

of this Settlement Agreement, the Promissory Notes are valid and enforceable.

24.       Modification or Amendment. This Settlement Agreement may not be modified or

amended except in a writing signed by all signatories hereto or their successors in interest.

25.       Deadlines Falling on Weekends or Holidays. To the extent that any deadline set forth in

this Settlement Agreement falls on a Saturday, Sunday, or legal holiday, that deadline shall be

continued until the following business day.

26.       Successors. This Settlement Agreement shall be binding upon and inure to the benefit of

SLX, Released Parties, Plaintiffs, Class Members, and Class Counsel, and their respective heirs,

executors, administrators, successors and assigns, and upon any corporation, partnership or other

entity into or with which any person or entity may merge, combine or consolidate.

27.       Severability. In the event that any one or more of the provisions contained in this

Settlement Agreement shall for any reason be held invalid, illegal, or unenforceable in any

respect, such invalidity, illegality, or unenforceability shall in no way affect any other provision



                                                  62
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009        Page 65 of 147



if SLX and Class Counsel, on behalf of the Plaintiffs and Class Members, mutually elect in

writing to proceed as if such invalid, illegal, or unenforceable provision had never been included

in this Settlement Agreement; provided, however, Section 17 shall remain binding and in full

force and effect regardless of the invalidity, illegality, or unenforceability of any other provision

without the need for the Parties to execute a further writing as set forth in this Section.

28.       Execution of Settlement Agreement. This Settlement Agreement may be executed in

counterparts, each of which shall be deemed an original, and all of which together shall

constitute one and the same instrument. Facsimile transmission of the signatures of the Parties or

their representatives shall be binding on the Parties. The Parties agree that Plaintiff Holman and

Christopher Casper, one of the lead counsel for the Class, shall be the last persons to sign this

Settlement Agreement and that this Settlement Agreement shall not be deemed to have been

entered into by the Parties until Plaintiff Holman and Mr. Casper have signed the Settlement

Agreement. The Parties further agree that this Settlement Agreement was entered into in the

State of Florida.

29.       Waivers. The waiver by any Party of any breach of this Settlement Agreement shall not

be deemed or construed as a waiver of any other breach, whether prior, subsequent, or

contemporaneous, of this Settlement Agreement.

30.       Governing Law. This Settlement Agreement, including any issue or dispute directly or

indirectly arising out of or relating in any way to the Settlement, including but not limited to

contract, tort, or statutory claims, or claims relating to events prior to or subsequent to the

execution of the Settlement Agreement, shall be governed by, construed, enforced, and

administered in accordance with federal law and Ohio law, without regard to conflict of law

rules, including Ohio’s internal conflict of law rules. Any orders or judgments entered by the



                                                  63
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2        Filed 10/27/2009      Page 66 of 147



Court in conjunction with the proceedings relating to or arising out of this Settlement shall be

construed and enforced under, and all issues relating to the validity or preclusive effect of such

orders or judgments shall be determined by, the laws of the United States relating to the

construction, enforcement, and preclusive effect of orders and judgments entered by federal

courts.

31.        Continuing Jurisdiction. The administration, effectuation, and enforcement of the

Settlement Agreement as provided for herein will be under the authority of the Court. The Court

will retain continuing and exclusive jurisdiction over the Parties, including the Class

Representatives and all Class Members (and their attorneys, representatives and agents), and

over the administration, effectuation, and enforcement of the terms of the Settlement Agreement

and the benefits to Class Members hereunder, and for such other matters that may properly come

before the Court, including any dispute or controversy arising with respect to the interpretation,

enforcement or implementation of the Settlement Agreement or any of its terms. Except as

provided in Section 10 above, any such dispute or controversy must be brought to the attention

of the Court by written motion on notice with an opportunity to respond and be heard to the other

Parties.

32.        Headings. The headings contained in this Settlement Agreement are for convenience and

reference purposes only, and shall not be given weight in its construction.

33.        Notices. Any notices, requests, demands, or other communications required or permitted

to be given pursuant to this Settlement Agreement, other than the Class Notice, shall be in

writing and, except as provided elsewhere in this Settlement Agreement or in any

communication to the Class, shall be delivered personally, via overnight delivery or via postage

pre-paid First Class U.S. Mail, as follows: (a) to Plaintiffs, Class Members, and Class Counsel,



                                                  64
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 67 of 147



to the attention of Christopher Casper, James, Hoyer, Newcomer & Smiljanich, P.A., One Urban

Centre, Suite 550, Tampa, Florida 33609, and Andrew August, Pinnacle Law Group, LLP, 425

California Street, Suite 1800, San Francisco, California 94104; and (b) to SLX and counsel for

SLX, to the attention of Deborah A. Reperowitz, CIT Group Inc., 1 CIT Drive, 3rd Floor,

Livingston, New Jersey, 07039-5703 and Jennifer Altfeld Landau, Esq., Sidley Austin LLP, 555

West Fifth Street, Suite 4000, Los Angeles, California, 90013. By written notice given in

accordance herewith, each Party may modify or change the addressee and/or address of any

person identified above as the person or persons to whom all future notices shall be sent.

34.       Signatures of Plaintiffs and Counsel for the Parties. Plaintiffs and counsel for the Parties

indicate by signing below their approval of the form and content of this Settlement Agreement

(and exhibits thereto), and, in the case of counsel for Plaintiffs and Class Members, their

representation and warranty of authority to bind the Class as certified and as described herein

(subject to the final approval of the Court) and their acceptance of the provisions regarding

attorneys’ fees.




                                                   65
LA1 1653883v.1
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 68 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 69 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 70 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 71 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 72 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 73 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 74 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 75 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 76 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 77 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 78 of 147




                 EXHIBIT 1
Case 8:08-cv-00305-SDM-MAP                Document 78-2           Filed 10/27/2009         Page 79 of 147



        UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA

           A federal court authorized this Notice. This is not a solicitation from a lawyer.

             If you were a student enrolled at Silver State
          Helicopters on February 4, 2008, then you could be
           entitled to a substantial discount on your student
                loan as part of a class action settlement.
•   The class action lawsuit arises out of the closure of Silver State Helicopters pilot training schools
    (“Silver State”) on February 4, 2008. The lawsuit is brought on behalf of students who were enrolled
    at Silver State when the school closed and whose student loans are now owned by Student Loan
    Xpress, Inc. or its affiliates (“SLX”), and people who co-signed their loans.

•   The settlement will provide a range of benefits that will allow students and people who co-signed their
    loans (“co-signers”) to pay off the loans at a substantial discount. These settlement benefits include
    debt forgiveness, interest forgiveness, lower interest rates, notification to credit reporting bureaus,
    and a refund for early repayment.

•   If you or your co-signer decides not to participate in the settlement, then you will not be eligible to
    receive a substantial discount on your student loan. Instead, SLX may demand that you immediately
    begin to repay your loan based on its existing terms with interest accruing at your current rate.

•   Your legal rights are affected whether you act or do not act. Please read this Notice carefully.

•   Note: If your loan does not have a co-signer, please ignore the references to a co-signer
    in this Notice.


           YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
DO NOTHING                        You automatically are eligible for all of the benefits under the settlement.

                                  Get no benefits. This is the only option that allows you to ever be part of
EXCLUDE YOURSELF                  any other lawsuit against SLX, Silver State, and others about the legal
                                  claims in this case.

OBJECT                            Write to the Court about why you do not like the settlement.

GO TO A HEARING                   Ask to speak in Court about the fairness of the settlement.

•   These rights and options—and the deadlines to exercise them—are explained in this Notice.
    Please read about all your rights carefully.

•   The Court in charge of this case still has to decide whether to approve the settlement. Settlement
    benefits will be provided if the Court approves the settlement, and after any appeals are resolved.
    Please be patient.




LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP                         Document 78-2                  Filed 10/27/2009                 Page 80 of 147




                                   WHAT THIS NOTICE CONTAINS
BASIC INFORMATION ............................................................................................... 1
         1.      Why did I get this Notice? ....................................................................................1
         2.      What is this lawsuit about?...................................................................................1
         3.      Why is this a class action? ...................................................................................1
         4.      Why is there a settlement?...................................................................................2

WHO IS IN THE SETTLEMENT? ................................................................................. 2
         5.      How do I know if I am part of the settlement?.......................................................2
         6.      Are there exceptions to being included? ..............................................................2
         7.      What are the Subclasses and which one am I in? ................................................2
         8.      What does it mean to be in the Class? .................................................................3

THE SETTLEMENT BENEFITS .................................................................................... 3
         9.      What benefits will I receive if I timely pay off my restructured loan? .....................4
         10.     What benefits will I receive even if I do not timely pay off my restructured
                 loan? ....................................................................................................................5
         11.     What will happen to my credit report? ..................................................................5
         12.     What are the tax consequences of participating in the settlement? ......................5

HOW TO GET BENEFITS........................................................................................... 5
         13.     What do I have to do to participate in the settlement? ..........................................5
         14.     What am I giving up to get benefits or stay in the Class? .....................................6

EXCLUDING YOURSELF FROM THE SETTLEMENT ...................................................... 6
         15.     How do I get out of the settlement? ......................................................................6
         16.     If I do not exclude myself, can I sue SLX and others for the same thing
                 later?....................................................................................................................7
         17.     If I exclude myself, can I still get benefits under the settlement? ..........................7
         18.     If I exclude myself, what happens to my loan? .....................................................7

THE LAWYERS REPRESENTING YOU......................................................................... 7
         19.     Do I have lawyers in this case? ............................................................................7
         20.     How will the lawyers by paid? ..............................................................................7

OBJECTING TO THE SETTLEMENT ............................................................................ 8
         21.     How do I tell the Court that I do not like the settlement?.......................................8
         22.     What is the difference between objecting and excluding? ....................................8




                                                                  i
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP                        Document 78-2                 Filed 10/27/2009                Page 81 of 147



THE COURT’S FINAL APPROVAL HEARING................................................................ 8
         23.     When and where will the Court decide whether to approve the
                 settlement? ..........................................................................................................8
         24.     Do I have to come to the hearing? .......................................................................9

IF YOU DO NOTHING ................................................................................................ 9
         25.     What happens if I do nothing at all? .....................................................................9

GETTING MORE INFORMATION ................................................................................. 9
         26.     How do I get more information about the settlement? ..........................................9

UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD MEAN TO YOU........... 10




                                                                ii
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 82 of 147




                                   BASIC INFORMATION
1.       Why did I get this Notice?
The Court sent you this Notice because certain records indicate that you were enrolled at Silver
State on February 4, 2008 and because your student loan is owned by SLX.

The Court authorized this Notice because you have a right to know about a proposed
nationwide settlement of a class action lawsuit and about all of your options before the Court
decides whether to approve the settlement. If the Court approves the settlement, and after any
appeals are resolved, benefits will be provided.

This Notice explains the lawsuit, the settlement, your legal rights, what benefits are available,
who is eligible for them, and how to get them. A more detailed document called the “Settlement
Agreement,” containing the complete terms of the settlement, is on file with the Court, where it is
available for your review. You may also review the Settlement Agreement by contacting Class
Counsel (see Question 19 below) or the Settlement Administrator (see Question 19 below).

2.       What is this lawsuit about?
The lawsuit is about whether former students of Silver State and people who co-signed for their
student loans must repay those loans and can get refunds for loan payments already made.
Plaintiffs allege that Silver State did not provide helicopter pilot training as promised, including
because it closed on February 4, 2008. Plaintiffs also allege that SLX wrongfully aided Silver
State in committing deceptive or fraudulent practices, or other acts that violated state and
federal consumer protection laws, and made certain misrepresentations regarding Silver State.
As a result, Plaintiffs claim that their loans are unenforceable, that they should not be required
to repay their loans, and that they are entitled to a refund of payments already made. Plaintiffs
also claim that they should be awarded punitive damages, attorneys’ fees, and costs from SLX.

SLX denies that it did anything wrong. SLX also denies that Plaintiffs and other former students
or their co-signers are entitled to any relief from SLX because SLX only owns the student loans
and was not responsible for providing helicopter pilot training to Silver State students.
Accordingly, SLX believes that all the loans are fully enforceable. In addition, SLX believes that
students received benefits from attending Silver State, including through course work, the
completion of flight hours, and by obtaining flight certifications.

The Court did not decide in favor of Plaintiffs or SLX in the lawsuit.

3.       Why is this a class action?
In a class action, one or more people called “Class Representatives” sue on behalf of people
who have similar claims. All these people are a “Class” or “Class Members.” One court
resolves the issues for all Class Members, except for those who exclude themselves from the
Class.

In this lawsuit, the Court has designated Michael Holman, Robert Perrotta, Kevin Wilhelmy,
Matthew Arnold, Christopher Korte and Deborah Pechacek, as Class Representatives. The
attorneys for the class, which are called Class Counsel, are Christopher Casper of James,
Hoyer, Newcomer & Smiljanich, P.A. and Andrew August of the Pinnacle Law Group, LLP.




                                                  1
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 83 of 147



The Court in charge of this class action lawsuit is the United States District Court for the Middle
District of Florida. The case is known as Michael Holman, et al. v. Student Loan Xpress, Inc.,
Case No. 8:08-cv-100305.

4.       Why is there a settlement?
The Class Representatives and Class Counsel agreed to settle the lawsuit after weighing the
benefits of settlement to the Class compared to the risks, uncertainties, and costs of continuing
with the lawsuit. The Class Representatives and Class Counsel think the settlement is best for
all Class Members in light of the strengths and weaknesses of the claims and the many
defenses asserted by SLX to the lawsuit. The settlement provides Class Members with the right
to obtain debt forgiveness and other relief much sooner than would have been possible if the
lawsuit had continued. If you have questions about the settlement, you may contact Class
Counsel as set forth below in Question 19.
SLX has decided to settle to avoid the time and expense of litigation. The settlement does not
mean that SLX did anything wrong.

                             WHO IS IN THE SETTLEMENT?
5.       How do I know if I am part of the settlement?
You are a Class Member if you were enrolled at Silver State as of February 4, 2008 and your
student loan is currently owned by SLX. Co-signers of such loans are also Class Members.

6.       Are there exceptions to being included?
You are not included in the Class if:
   • your loan balance was zero as of [Preliminary Approval Order Date];
     •   you would have no balance owing on your loan as of [Preliminary Approval Order Date]
         because of the debt forgiveness made available under the settlement;
     •   you, or your co-signer, timely request to be excluded from the Class;
     •   you, or your co-signer, previously entered into a settlement with SLX regarding your
         loan;
     •   you, or your co-signer, have a Chapter 7, 11, or 13 bankruptcy case pending as of
         [Preliminary Approval Order Date]; or
     •   you, or your co-signer, are on a government list of known or suspected terrorists or other
         individuals, entities, and organizations of concern.


7.       What are the Subclasses and which one am I in?
The Class is divided into six Subclasses as described below. Subclasses One through Five
include former students of Silver State. Subclass Six is for co-signers only.
Subclasses One through Five are based on the number of Federal Aviation Administration
(“FAA”) certifications or ratings that students received while at Silver State. Although Silver
State offered up to six helicopter pilot certifications or ratings, only four of them were approved
by the FAA. These four certifications or ratings are called “FAA Certifications,” and are as
follows:




                                                 2
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP                Document 78-2          Filed 10/27/2009   Page 84 of 147



     •   Private Pilot Certification (rotorcraft-helicopter);
     •   Commercial Pilot Certification (rotorcraft-helicopter);
     •   Instrument Rating (helicopter); and
     •   Certified Flight Instructor Certification (rotorcraft-helicopter).
Subclasses One through Five are based on the number of FAA Certifications received while at
Silver State because FAA Certifications represent a verifiable benefit provided by Silver State.
As a result, Class Members who received more FAA Certifications from Silver State have
weaker claims than Class Members who received no or fewer FAA certifications.
The following chart shows the number of FAA Certifications for Subclasses One through Five.
Based on available information, it appears that you received the following [INSERT] FAA
Certifications while at Silver State: [INSERT]. As a result, you are in Subclass [INSERT].

                                                      FAA CERTIFICATIONS
                              SUBCLASSES
                                                    RECEIVED AT SILVER STATE
                             Subclass One                          0
                             Subclass Two                          1
                            Subclass Three                         2
                             Subclass Four                         3
                             Subclass Five                         4
Each member of Subclass Six is eligible for the same benefits as the student for whom he or
she co-signed a loan.
8.       What does it mean to be in the Class?
If you are in the Class, your rights will be affected unless you or your co-signer validly requests
to be excluded from the Class by following the procedures set forth in this Notice. See Question
15.

                                THE SETTLEMENT BENEFITS
If the settlement is approved and becomes final, you will be entitled to a range of benefits that
will allow you to pay off your student loan at a substantial discount. The range of benefits
provided under the settlement include, among other things, a restructuring of your loan through
debt forgiveness, interest forgiveness, and a lower interest rate. The settlement benefits also
provide for a refund for early repayment of your restructured loan and, in appropriate
circumstances, notification to credit reporting agencies. The actual benefits you will receive
from the settlement depend on whether you timely pay off your restructured loan.

Question 9 describes the settlement benefits you will receive if you timely pay off your
restructured loan. Question 10 describes the settlement benefits you will receive if you do not
timely pay off your restructured loan.

Before you will be required to start making your lower monthly payments, SLX or its loan
servicer will send you a notice in the mail telling you the amount of your lower payments and
when you must start making those payments (the “Repayment Notice”).




                                                     3
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009       Page 85 of 147



Please be advised that interest may start accruing on your restructured loan and you may be
required to begin making your lower monthly payments within thirty (30) to sixty (60) days after
final approval of the settlement, even if an appeal is filed. As described above, you will not be
required to begin making any payments until you are sent a Repayment Notice.

9.       What benefits will I receive if I timely pay off my restructured loan?
Class Members who timely pay off their restructured loans will receive the following benefits
under the settlement:
•     DEBT FORGIVENESS
      Your original loan amount (which includes any origination fees, and capitalized or accrued
      interest as of February 4, 2008) will be reduced. The percentage of debt forgiveness
      available under the settlement ranges from 75% to 20% depending on your Subclass, as
      follows:
                                                          TOTAL AVAILABLE
                               SUBCLASSES
                                                         DEBT FORGIVENESS
                              Subclass One                      75%
                              Subclass Two                      60%
                              Subclass Three                   47.5%
                              Subclass Four                     30%
                              Subclass Five                     20%
•    INTEREST FORGIVENESS
     All interest that would have accrued on your loan between February 4, 2008 until shortly
     after final approval of the settlement will be forgiven.
•    LOWER INTEREST RATES
     Interest on your restructured loan will accrue at the lower of either (a) your existing interest
     rate or (b) a new interest rate that is 3% lower than your existing rate, but that cannot be
     lower than 6%. Your new interest rate will remain a variable interest rate.
•    EARLY REPAYMENT REFUND
     If you timely pay off your restructured loan within five years of when the first payment is due,
     you will receive a refund equal to 2.5% of your original loan amount reduced by the debt
     forgiveness under the settlement.


AFTER YOU ARE SENT A REPAYMENT NOTICE, IF ANY OF YOUR MONTHLY PAYMENTS
IS MORE THAN NINETY (90) DAYS LATE, THEN YOU WILL NOT RECEIVE ALL OF THESE
BENEFITS. YOU WILL, HOWEVER, STILL RECEIVE THE BENEFITS DESCRIBED IN
QUESTION 10, INCLUDING SOME DEBT FORGIVENESS.
IN ADDITION, ALL LATE PAYMENTS REMAIN SUBJECT TO APPLICABLE FEES,
CHARGES, AND INTEREST UNDER YOUR LOAN AGREEMENT.




                                                   4
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009      Page 86 of 147



10.   What benefits will I receive even if I do not timely pay off my restructured
loan?
After you are sent a Repayment Notice, if any of your monthly payments is more than ninety
(90) days late, then you will not receive all of the settlement benefits described in Question 9
above. Instead, you will receive only the following benefits from the settlement:
•     DEBT FORGIVENESS
      Instead of the debt forgiveness described above in Question 9, you will receive debt
      forgiveness of between 7.5% and 2% depending on your Subclass.
                               SUBCLASSES              DEBT FORGIVENESS
                              Subclass One                    7.5%
                              Subclass Two                     6%
                             Subclass Three                  4.75%
                              Subclass Four                    3%
                              Subclass Five                    2%
•     INTEREST FORGIVENESS
      All interest that would have accrued on your loan between February 4, 2008 until shortly
      after final approval of the settlement will be forgiven.

11.      What will happen to my credit report?
SLX has agreed to request that credit reporting agencies (Equifax, Experian, Innovis, and
TransUnion) remove any previous reports by SLX or its agents about your loan. But, if you fail
to make your lower monthly payments after the settlement is approved or exclude yourself from
the settlement, then SLX may make additional credit reports.

12.      What are the tax consequences of participating in the settlement?
You are and will be responsible for any and all federal, state, local, and foreign taxes, including
income taxes, owed based on benefits provided under the settlement. SLX makes no
representations or warranties regarding the tax consequences of the settlement. You should
consult your own tax advisor.

                                  HOW TO GET BENEFITS
13.      What do I have to do to participate in the settlement?
You are in the Class and do not need to do anything to be eligible to receive the settlement
benefits.

If you disagree with the information provided about the number of FAA certifications you
received while at Silver State (see Question 7 above) or believe your loan balance is incorrect,
then the Settlement Administrator must receive a written letter from you and any evidence to
support your claim by [Month] [Day], 2009. You may obtain information about your loan balance
by visiting www.__________.com.

Late submissions to the Settlement Administrator will not be considered, in which case
your settlement benefits will be based on current records.


                                                 5
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2         Filed 10/27/2009      Page 87 of 147



14.       What am I giving up to get benefits or stay in the Class?
      •   Release of Claims: Class Members and related individuals and entities will be
          releasing SLX, American Education Services, Pennsylvania Higher Education
          Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other people and
          entities from all claims described and identified in Section 4.2 of the Settlement
          Agreement (the “Released Parties”). The release includes claims or defenses in any
          way connected to Silver State, including claims and defenses relating to the validity or
          enforceability of loans made to former students of Silver State.
      •   Assignment of Claims: Class Members will assign to SLX all claims they may have
          against Silver State and its officers, directors, and related entities.

      •   Transfer of Claims in Bankruptcy: Class Members will transfer all claims they have or
          could file in Silver State’s bankruptcy case to SLX (the “Transferred Claims”). If the
          amount SLX recovers on the Transferred Claims exceeds the attorneys’ fees and
          expenses incurred by SLX to pursue and collect on those claims and the total amount of
          the benefits available under this settlement, then the difference will be paid to the
          applicable Class Members.
The Settlement Agreement describes the release, the assignment of claims, and the transfer of
claims in greater detail. The Settlement Agreement is available in the Court files, from Class
Counsel, or from the Settlement Administrator. Contact Class Counsel (see “The Lawyers
Representing You” below) or your own lawyer if you have questions.

The Settlement is not part of any actions that law enforcement may decide to take against Silver
State, or any of its officers, directors, employees, agents, and affiliates.

                 EXCLUDING YOURSELF FROM THE SETTLEMENT
If you do not want the settlement benefits, and instead want to keep the right to sue SLX and
others about the issues in this case, then you must take steps to get out of the settlement. This
is called excluding yourself from – or is sometimes referred to as “opting out” of – the Class.

15.       How do I get out of the settlement?
To get out of the settlement, you must send a letter saying that you want to be excluded from
the Class. This letter must include: (a) your full name; (b) your current address; (c) your date of
birth; (d) your SLX loan number (or social security number); (e) a statement in substantially the
same form as follows: “Please exclude me from the proposed class in the Michael Holman v.
Student Loan Xpress, Inc. litigation”; and (f) your signature. You may send your request for
exclusion by mail or by email in .pdf form. Your request for exclusion must be received by the
Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
If you have a co-signer, and the co-signer follows these procedures, you also will be excluded.
If you do not comply with these procedures by the deadline for exclusion, you will lose
any opportunity to exclude yourself from the Class, and your rights will be determined by
the settlement if it is approved by the Court. This means, among other things, that you
will be bound by the release, and the provisions regarding the assignment of claims and
transfer of claims.




                                                   6
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP            Document 78-2          Filed 10/27/2009      Page 88 of 147



16.    If I do not exclude myself, can I sue SLX and others for the same thing
later?
No. Unless you or your co-signer validly requests to be excluded, you give up any right to sue,
or be part of any other lawsuit against SLX, American Education Services, Pennsylvania Higher
Education Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other Released
Parties for the claims that this settlement resolves. You also give up your right to pursue claims
against Silver State and related persons. If you have a pending lawsuit, speak to your lawyer in
that lawsuit immediately. You must exclude yourself from this Class to continue your own
lawsuit.

17.      If I exclude myself, can I still get benefits under the settlement?
No. If you or your co-signer validly requests to be excluded, you are not entitled to any benefits
under the settlement. But, you will keep any rights to sue or participate in another lawsuit
against SLX, Silver State and other persons and entities.

18.      If I exclude myself, what happens to my loan?
If you or your co-signer validly requests to be excluded, then you will not be eligible to receive
the substantial discount on your loan offered in this settlement. Instead, SLX may demand that
you immediately begin to repay your loan under your existing terms, and interest may accrue at
your current rate.

                        THE LAWYERS REPRESENTING YOU
19.      Do I have lawyers in this case?
The Court has appointed the lawyers below to represent you and the Class Members. These
lawyers are called Class Counsel. You will not be charged for these lawyers. Class Counsel,
however, have no obligation to represent you if you exclude yourself from the Class.

Christopher Casper                                  Andrew August
JAMES, HOYER, NEWCOMER & SMILJANICH, P.A.           Pinnacle Law Group, LLP
One Urban Centre, Suite 550                         425 California Street, Suite 1800
Tampa, FL 33609                                     San Francisco, California 94104


You may email Class Counsel at settlementquestions@gmail.com.


If you want to be represented by your own lawyer, you can hire one at your own expense. If you
want your own lawyer to represent you in connection with the settlement, your lawyer must file a
Notice of Intent to Appear by _______, 2009, with the Court at the U.S. District Court for the
Middle District of Florida, Sam M. Gibbons U.S. Courthouse, 801 North Florida Ave., Tampa,
Florida 33602, and must send a copy to the Settlement Administrator at
____________________. Your Notice of Intent to Appear must be received by the Settlement
Administrator by _______, 2009.

20.      How will the lawyers by paid?
Class Counsel will ask the Court to award attorneys’ fees, costs, and expenses in an amount
up to $4,970,000. Class Counsel also will ask for a service award of up to $5,000 for each



                                                7
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009         Page 89 of 147



Class Representative for his or her participation in the lawsuit, up to $30,000 in total. SLX will
pay the fees, costs, expenses, and service awards. Accordingly, these amounts will not come
out of, or detract from, the benefits made available to the Class.

                         OBJECTING TO THE SETTLEMENT
You can tell the Court if you do not agree with the settlement or some part of it.

21.      How do I tell the Court that I do not like the settlement?
If you are a Class Member, and you and your co-signer do not request to be excluded, you can
object to the Court’s establishment of this case as a class action or to any part of the settlement,
including the amount of attorneys’ fees, costs, and expenses, and the Class Representatives’
service awards. You can give reasons why you think the Court should not approve the
settlement. The Court will consider your views.
To object, you or your attorney must send a letter that includes: (a) your full name; (b) your
current address; (c) your date of birth; (d) your SLX loan number (or social security number);
(e) all of the reasons for your objection; (f) any and all supporting papers (including all briefs,
written evidence, and declarations) that you would like the Court to consider; and (g) your
signature. Also, if you or your attorney would like to speak at the hearing regarding the fairness
of the settlement (see “The Court’s Final Approval Hearing” below), you must state in your
objection that you or your attorney will be attending the hearing.
You may send your objection by mail or by email in .pdf form. Your objection must be received
by the Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
If you do not comply with these procedures by the deadline for objections, you will lose
any opportunity to have your objection considered by the Court or otherwise to contest
the approval of the settlement or to appeal from any orders or judgments by the Court in
connection with the proposed settlement.
22.      What is the difference between objecting and excluding?
Objecting is simply telling the Court that you do not like something about the settlement. You
can object only if you stay in the Class. Excluding yourself is telling the Court that you do not
want to be part of the Class. If you or your co-signer requests to be excluded, you have no
basis to object because the case no longer affects you.

                    THE COURT’S FINAL APPROVAL HEARING
The Court will hold a hearing to decide whether to approve the settlement. You may attend and
you may ask to speak, but you do not have to.

23.      When and where will the Court decide whether to approve the settlement?
The Court will hold a Final Approval Hearing at [time] on [Day], [Month], 2009, in Courtroom
15A at the U.S. District Court for the Middle District of Florida, Sam M. Gibbons U.S.
Courthouse, 801 North Florida Ave., Tampa, Florida 33602. The hearing may be moved to a
different date or time without additional notice. At this hearing, the Court will consider whether
the settlement is fair, reasonable, and adequate. The Court may also decide how much to pay
to Class Counsel and the Class Representatives. At or after the hearing, the Court will decide
whether to approve the settlement. We do not know how long these decisions will take.



                                                 8
LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP            Document 78-2         Filed 10/27/2009      Page 90 of 147



24.      Do I have to come to the hearing?
No. Class Counsel will answer any questions that the Court may have. If you send an
objection, you do not have to come to Court to talk about it. As long as you submit your written
objection on time, the Court will consider it. But, you or your attorney may attend the hearing at
your own expense. If you or your attorney decides to come to the hearing, you must timely
state in writing that you or your attorney will appear at the hearing, following the directions in
Question 19 above.

                                  IF YOU DO NOTHING
25.      What happens if I do nothing at all?
You do not need to take any action at this time in order to receive the benefits available under
the settlement.

                            GETTING MORE INFORMATION
26.      How do I get more information about the settlement?
This Notice summarizes the proposed settlement. More details are in the Settlement
Agreement. You can get a copy of the Settlement Agreement by contacting Class Counsel or
the Settlement Administrator. You also may want to talk to your own attorney at your own
expense.



PLEASE DO NOT WRITE OR TELEPHONE THE COURT, SLX, AES, OR ANY OF THEIR
AGENTS FOR INFORMATION ABOUT THE PROPOSED SETTLEMENT OR THE LAWSUIT.




                                                9
LA1 1653904v.2
                                     Case 8:08-cv-00305-SDM-MAP Document 78-2 Filed 10/27/2009 Page 91 of
                                   UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD MEAN TO147            YOU
               Below are examples of how the settlement would work for Class Members who fully pay off their restructured loan and, after being
               sent a Repayment Notice, are not more than ninety (90) days late on any payment. These are examples only. The numbers used
               below are not from your loan. In addition, the restructured monthly payments and existing monthly payments are just estimates.
               They assume that the quoted interest rate will remain the same over the life of the loan even though your existing loan and
               restructured loan are based on a variable interest rate.
           Example 1 (Member of Subclass 1)                                             Example 2 (Member of Subclass 1)                                          Example 3 (Member of Subclass 2)
    EXISTING LOAN                    RESTRUCTURED LOAN                            EXISTING LOAN                  RESTRUCTURED LOAN                            EXISTING LOAN                 RESTRUCTURED LOAN
                                 Amount of                                                                   Amount of                                                                  Amount of
Existing                         Debt                                        Existing                        Debt                                        Existing                       Debt
Loan                             Forgiveness                                 Loan                            Forgiveness                                 Loan                           Forgiveness
(including                                              $52,500              (including                                              $52,500             (including                                           $42,000
                                 on Existing                                                                 on Existing                                                                on Existing
origination                      Loan ($70,000                               origination                     Loan ($70,000                               origination                    Loan ($70,000
fees and all       $70,000       x 75%)                                      fees and all      $70,000       x 75%)                                      fees and all      $70,000      x 60%)
interest                                                                     interest                                                                    interest
before                           Existing Loan                               before                          Existing Loan                               before                         Existing Loan
February 4,                      minus Debt             $17,500              February 4,                     minus Debt              $17,500             February 4,                    minus Debt            $28,000
2008)                            Forgiveness                                 2008)                           Forgiveness                                 2008)                          Forgiveness

Loan                                                                         Loan                                                                        Loan
                                 Loan                                                                        Loan                                                                       Loan
Payments                                                                     Payments                                                                    Payments
                      $0         Payments                   $0                                  $5,000       Payments                $5,000                                   $0        Payments                $0
Already                                                                      Already                                                                     Already
                                 Already Made                                                                Already Made                                                               Already Made
Made                                                                         Made                                                                        Made
Current                          Current                                     Current                         Current                                     Current                        Current
Balance of                       Balance of                                  Balance of                      Balance of                                  Balance of                     Balance of
                   $70,000                              $17,500                                $65,000                               $12,500                               $70,000                            $28,000
Existing                         Restructured                                Existing                        Restructured                                Existing                       Restructured
Loan                             Loan                                        Loan                            Loan                                        Loan                           Loan
Current                                                                      Current                                                                     Current
Variable                         New Variable                    †           Variable                        New Variable                   †            Variable                       New Variable              †
                   11.75%                                8.75%                                   9.5%                                 6.5%                                  8.25%                              6%
Interest                         Interest Rate                               Interest                        Interest Rate                               Interest                       Interest Rate
Rate                                                                         Rate                                                                        Rate
                                 Restructured                                                                Restructured                                                               Restructured
Monthly                                                                      Monthly                                                                     Monthly
                   $758.59       Monthly                $154.65                                $605.89       Monthly                 $93.20                                $596.45      Monthly               $200.60
Payment                                                                      Payment                                                                     Payment
                                 Payment                                                                     Payment                                                                    Payment
                                 Refund for                                                                  Refund for                                                                 Refund for
                                 early                                                                       early                                                                      early
Refund for                                                                   Refund for                                                                  Refund for
                                 repayment                                                                   repayment                                                                  repayment
early                 $0                                $437.50              early                 $0                                $437.50             early                $0                               $700
                                 within five                                                                 within five                                                                within five
repayment                                                                    repayment                                                                   repayment
                                 years ($17,500                                                              years ($17,500                                                             years ($28,000
                                 x 2.5%)                                                                     x 2.5%)                                                                    x 2.5%)




               †
                The new variable interest rate, like your current variable interest rate, will vary based on your existing loan terms. The new variable interest rate on your restructured loan will not go
               below 6%.
                                                                                                           10
               LA1 1653904v.2
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 92 of 147




                 EXHIBIT 2
Case 8:08-cv-00305-SDM-MAP                Document 78-2          Filed 10/27/2009         Page 93 of 147



        UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA

           A federal court authorized this Notice. This is not a solicitation from a lawyer.

             If you were a student enrolled at Silver State
          Helicopters on February 4, 2008, then you could be
           entitled to a substantial discount on your student
                loan as part of a class action settlement.
•   The class action lawsuit arises out of the closure of Silver State Helicopters pilot training schools
    (“Silver State”) on February 4, 2008. The lawsuit is brought on behalf of students who were enrolled
    at Silver State when the school closed and whose student loans are now owned by Student Loan
    Xpress, Inc. or its affiliates (“SLX”), and people who co-signed their loans.

•   The settlement will provide a range of benefits that will allow students and people who co-signed their
    loans (“co-signers”) to pay off the loans at a substantial discount. These settlement benefits include
    debt forgiveness, interest forgiveness, lower interest rates, notification to credit reporting bureaus,
    and a refund for early repayment.

•   If you or your co-signer decides not to participate in the settlement, then you will not be eligible to
    receive a substantial discount on your student loan. Instead, SLX may demand that you immediately
    begin to repay your loan based on its existing terms with interest accruing at your current rate.

•   Your legal rights are affected whether you act or do not act. Please read this Notice carefully.

•   Note: If your loan does not have a co-signer, please ignore the references to a co-signer
    in this Notice.


           YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
SUBMIT A CLAIM FORM               The only way to receive benefits from the settlement.

DO NOTHING                        Get no benefits. Give up rights.

                                  Get no benefits. This is the only option that allows you to ever be part of
EXCLUDE YOURSELF                  any other lawsuit against SLX, Silver State, and others about the legal
                                  claims in this case.

OBJECT                            Write to the Court about why you do not like the settlement.

GO TO A HEARING                   Ask to speak in Court about the fairness of the settlement.


•   These rights and options—and the deadlines to exercise them—are explained in this Notice.
    Please read about all your rights carefully.

•   The Court in charge of this case still has to decide whether to approve the settlement. Settlement
    benefits will be provided if the Court approves the settlement, and after any appeals are resolved.
    Please be patient.




LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP                         Document 78-2                  Filed 10/27/2009                 Page 94 of 147




                                   WHAT THIS NOTICE CONTAINS
BASIC INFORMATION ............................................................................................... 1
         1.      Why did I get this Notice? ....................................................................................1
         2.      What is this lawsuit about?...................................................................................1
         3.      Why is this a class action? ...................................................................................1
         4.      Why is there a settlement?...................................................................................2

WHO IS IN THE SETTLEMENT? ................................................................................. 2
         5.      How do I know if I am part of the settlement?.......................................................2
         6.      Are there exceptions to being included? ..............................................................2
         7.      What are the Subclasses and which one am I in? ................................................2
         8.      What does it mean to be in the Class? .................................................................3

THE SETTLEMENT BENEFITS .................................................................................... 3
         9.      What benefits will I receive if I timely pay off my restructured loan? .....................4
         10.     What benefits will I receive even if I do not timely pay off my restructured
                 loan? ....................................................................................................................5
         11.     What will happen to my credit report? ..................................................................5
         12.     What are the tax consequences of participating in the settlement? ......................5

HOW TO GET BENEFITS........................................................................................... 5
         13.     What do I have to do to participate in the settlement? ..........................................5
         14.     What am I giving up to get benefits or stay in the Class? .....................................6

EXCLUDING YOURSELF FROM THE SETTLEMENT ...................................................... 6
         15.     How do I get out of the settlement? ......................................................................6
         16.     If I do not exclude myself, can I sue SLX and others for the same thing
                 later?....................................................................................................................7
         17.     If I exclude myself, can I still get benefits under the settlement? ..........................7
         18.     If I exclude myself, what happens to my loan? .....................................................7

THE LAWYERS REPRESENTING YOU......................................................................... 7
         19.     Do I have lawyers in this case? ............................................................................7
         20.     How will the lawyers by paid? ..............................................................................8

OBJECTING TO THE SETTLEMENT ............................................................................ 8
         21.     How do I tell the Court that I do not like the settlement?.......................................8
         22.     What is the difference between objecting and excluding? ....................................8




                                                                  i
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP                        Document 78-2                 Filed 10/27/2009                Page 95 of 147



THE COURT’S FINAL APPROVAL HEARING................................................................ 8
         23.     When and where will the Court decide whether to approve the
                 settlement? ..........................................................................................................8
         24.     Do I have to come to the hearing? .......................................................................9

IF YOU DO NOTHING ................................................................................................ 9
         25.     What happens if I do nothing at all? .....................................................................9

GETTING MORE INFORMATION ................................................................................. 9
         26.     How do I get more information about the settlement? ..........................................9

UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD MEAN TO YOU........... 10




                                                                ii
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 96 of 147




                                   BASIC INFORMATION
1.       Why did I get this Notice?
The Court sent you this Notice because you are a former student of Silver State, and your
student loan is owned by SLX, but the parties have not been able to determine whether you
were still enrolled at Silver State on February 4, 2008.

The Court authorized this Notice because you have a right to know about a proposed
nationwide settlement of a class action lawsuit and about all of your options before the Court
decides whether to approve the settlement. If the Court approves the settlement, and after any
appeals are resolved, benefits will be provided.

This Notice explains the lawsuit, the settlement, your legal rights, what benefits are available,
who is eligible for them, and how to get them. A more detailed document called the “Settlement
Agreement,” containing the complete terms of the settlement, is on file with the Court, where it is
available for your review. You may also review the Settlement Agreement by contacting Class
Counsel (see Question 19 below) or the Settlement Administrator (see Question 19 below).

2.       What is this lawsuit about?
The lawsuit is about whether former students of Silver State and people who co-signed for their
student loans must repay those loans and can get refunds for loan payments already made.
Plaintiffs allege that Silver State did not provide helicopter pilot training as promised, including
because it closed on February 4, 2008. Plaintiffs also allege that SLX wrongfully aided Silver
State in committing deceptive or fraudulent practices, or other acts that violated state and
federal consumer protection laws, and made certain misrepresentations regarding Silver State.
As a result, Plaintiffs claim that their loans are unenforceable, that they should not be required
to repay their loans, and that they are entitled to a refund of payments already made. Plaintiffs
also claim that they should be awarded punitive damages, attorneys’ fees, and costs from SLX.

SLX denies that it did anything wrong. SLX also denies that Plaintiffs and other former students
or their co-signers are entitled to any relief from SLX because SLX only owns the student loans
and was not responsible for providing helicopter pilot training to Silver State students.
Accordingly, SLX believes that all the loans are fully enforceable. In addition, SLX believes that
students received benefits from attending Silver State, including through course work, the
completion of flight hours, and by obtaining flight certifications.

The Court did not decide in favor of Plaintiffs or SLX in the lawsuit.

3.       Why is this a class action?
In a class action, one or more people called “Class Representatives” sue on behalf of people
who have similar claims. All these people are a “Class” or “Class Members.” One court
resolves the issues for all Class Members, except for those who exclude themselves from the
Class.

In this lawsuit, the Court has designated Michael Holman, Robert Perrotta, Kevin Wilhelmy,
Matthew Arnold, Christopher Korte and Deborah Pechacek, as Class Representatives. The
attorneys for the class, which are called Class Counsel, are Christopher Casper of James,
Hoyer, Newcomer & Smiljanich, P.A. and Andrew August of the Pinnacle Law Group, LLP.



                                                  1
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 97 of 147



The Court in charge of this class action lawsuit is the United States District Court for the Middle
District of Florida. The case is known as Michael Holman, et al. v. Student Loan Xpress, Inc.,
Case No. 8:08-cv-100305.

4.       Why is there a settlement?
The Class Representatives and Class Counsel agreed to settle the lawsuit after weighing the
benefits of settlement to the Class compared to the risks, uncertainties, and costs of continuing
with the lawsuit. The Class Representatives and Class Counsel think the settlement is best for
all Class Members in light of the strengths and weaknesses of the claims and the many
defenses asserted by SLX to the lawsuit. The settlement provides Class Members with the right
to obtain debt forgiveness and other relief much sooner than would have been possible if the
lawsuit had continued. If you have questions about the settlement, you may contact Class
Counsel as set forth below in Question 19.
SLX has decided to settle to avoid the time and expense of litigation. The settlement does not
mean that SLX did anything wrong.

                             WHO IS IN THE SETTLEMENT?
5.       How do I know if I am part of the settlement?
You are a Class Member if you were enrolled at Silver State as of February 4, 2008 and your
student loan is currently owned by SLX. Co-signers of such loans are also Class Members.

6.       Are there exceptions to being included?
You are not included in the Class if:
   • your loan balance was zero as of [Preliminary Approval Order Date];
     •   you would have no balance owing on your loan as of [Preliminary Approval Order Date]
         because of the debt forgiveness made available under the settlement;
     •   you, or your co-signer, timely request to be excluded from the Class;
     •   you, or your co-signer, previously entered into a settlement with SLX regarding your
         loan;
     •   you, or your co-signer, have a Chapter 7, 11, or 13 bankruptcy case pending as of
         [Preliminary Approval Order Date]; or
     •   you, or your co-signer, are on a government list of known or suspected terrorists or other
         individuals, entities, and organizations of concern.


7.       What are the Subclasses and which one am I in?
The Class is divided into six Subclasses as described below. Subclasses One through Five
include former students of Silver State. Subclass Six is for co-signers only.
Subclasses One through Five are based on the number of Federal Aviation Administration
(“FAA”) certifications or ratings that students received while at Silver State. Although Silver
State offered up to six helicopter pilot certifications or ratings, only four of them were approved
by the FAA. These four certifications or ratings are called “FAA Certifications,” and are as
follows:




                                                 2
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP                Document 78-2          Filed 10/27/2009   Page 98 of 147



     •   Private Pilot Certification (rotorcraft-helicopter);
     •   Commercial Pilot Certification (rotorcraft-helicopter);
     •   Instrument Rating (helicopter); and
     •   Certified Flight Instructor Certification (rotorcraft-helicopter).
Subclasses One through Five are based on the number of FAA Certifications received while at
Silver State because FAA Certifications represent a verifiable benefit provided by Silver State.
As a result, Class Members who received more FAA Certifications from Silver State have
weaker claims than Class Members who received no or fewer FAA certifications.
The following chart shows the number of FAA Certifications for Subclasses One through Five.
Based on available information, it appears that you received the following [INSERT] FAA
Certifications while at Silver State: [INSERT]. As a result, you are in Subclass [INSERT].

                                                      FAA CERTIFICATIONS
                              SUBCLASSES
                                                    RECEIVED AT SILVER STATE
                             Subclass One                          0
                             Subclass Two                          1
                            Subclass Three                         2
                             Subclass Four                         3
                             Subclass Five                         4
Each member of Subclass Six is eligible for the same benefits as the student for whom he or
she co-signed a loan.
8.       What does it mean to be in the Class?
If you are in the Class, your rights will be affected unless you or your co-signer validly requests
to be excluded from the Class by following the procedures set forth in this Notice. See Question
15. Whether you get benefits under the settlement depends on whether you submit a timely
and valid claim form. See Question 13.

                                THE SETTLEMENT BENEFITS
If the settlement is approved and becomes final, and you are in the Class, you will be entitled to
a range of benefits that will allow you to pay off your student loan at a substantial discount. The
range of benefits provided under the settlement include, among other things, a restructuring of
your loan through debt forgiveness, interest forgiveness, and a lower interest rate. The
settlement benefits also provide for a refund for early repayment of your restructured loan and,
in appropriate circumstances, notification to credit reporting agencies. The actual benefits you
will receive from the settlement depend on whether you timely pay off your restructured loan.

Question 9 describes the settlement benefits you will receive if you timely pay off your
restructured loan. Question 10 describes the settlement benefits you will receive if you do not
timely pay off your restructured loan.

Before you will be required to start making your lower monthly payments, SLX or its loan
servicer will send you a notice in the mail telling you the amount of your lower payments and
when you must start making those payments (the “Repayment Notice”).




                                                     3
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2          Filed 10/27/2009       Page 99 of 147



Please be advised that interest may start accruing on your restructured loan and you may be
required to begin making your lower monthly payments within thirty (30) to sixty (60) days after
final approval of the settlement, even if an appeal is filed. As described above, you will not be
required to begin making any payments until you are sent a Repayment Notice.

9.       What benefits will I receive if I timely pay off my restructured loan?
Class Members who timely pay off their restructured loans will receive the following benefits
under the settlement:
•     DEBT FORGIVENESS
      Your original loan amount (which includes any origination fees, and capitalized or accrued
      interest as of February 4, 2008) will be reduced. The percentage of debt forgiveness
      available under the settlement ranges from 75% to 20% depending on your Subclass, as
      follows:
                                                          TOTAL AVAILABLE
                               SUBCLASSES
                                                         DEBT FORGIVENESS
                              Subclass One                      75%
                              Subclass Two                      60%
                              Subclass Three                   47.5%
                              Subclass Four                     30%
                              Subclass Five                     20%
•    INTEREST FORGIVENESS
     All interest that would have accrued on your loan between February 4, 2008 until shortly
     after final approval of the settlement will be forgiven.
•    LOWER INTEREST RATES
     Interest on your restructured loan will accrue at the lower of either (a) your existing interest
     rate or (b) a new interest rate that is 3% lower than your existing rate, but that cannot be
     lower than 6%. Your new interest rate will remain a variable interest rate.
•    EARLY REPAYMENT REFUND
     If you timely pay off your restructured loan within five years of when the first payment is due,
     you will receive a refund equal to 2.5% of your original loan amount reduced by the debt
     forgiveness under the settlement.


AFTER YOU ARE SENT A REPAYMENT NOTICE, IF ANY OF YOUR MONTHLY PAYMENTS
IS MORE THAN NINETY (90) DAYS LATE, THEN YOU WILL NOT RECEIVE ALL OF THESE
BENEFITS. YOU WILL, HOWEVER, STILL RECEIVE THE BENEFITS DESCRIBED IN
QUESTION 10, INCLUDING SOME DEBT FORGIVENESS.
IN ADDITION, ALL LATE PAYMENTS REMAIN SUBJECT TO APPLICABLE FEES,
CHARGES, AND INTEREST UNDER YOUR LOAN AGREEMENT.




                                                   4
LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 100 of 147



 10.   What benefits will I receive even if I do not timely pay off my restructured
 loan?
 After you are sent a Repayment Notice, if any of your monthly payments is more than ninety
 (90) days late, then you will not receive all of the settlement benefits described in Question 9
 above. Instead, you will receive only the following benefits from the settlement:
 •     DEBT FORGIVENESS
       Instead of the debt forgiveness described above in Question 9, you will receive debt
       forgiveness of between 7.5% and 2% depending on your Subclass.
                                SUBCLASSES              DEBT FORGIVENESS
                               Subclass One                    7.5%
                               Subclass Two                     6%
                              Subclass Three                  4.75%
                               Subclass Four                    3%
                               Subclass Five                    2%
 •     INTEREST FORGIVENESS
       All interest that would have accrued on your loan between February 4, 2008 until shortly
       after final approval of the settlement will be forgiven.

 11.      What will happen to my credit report?
 SLX has agreed to request that credit reporting agencies (Equifax, Experian, Innovis, and
 TransUnion) remove any previous reports by SLX or its agents about your loan. But, if you fail
 to make your lower monthly payments after the settlement is approved or exclude yourself from
 the settlement, then SLX may make additional credit reports.

 12.      What are the tax consequences of participating in the settlement?
 You are and will be responsible for any and all federal, state, local, and foreign taxes, including
 income taxes, owed based on benefits provided under the settlement. SLX makes no
 representations or warranties regarding the tax consequences of the settlement. You should
 consult your own tax advisor.

                                   HOW TO GET BENEFITS
 13.      What do I have to do to participate in the settlement?
 To qualify for settlement benefits, you or your co-signer must send in a claim form. A claim form
 is enclosed with this Notice. It must be completed and returned under penalty of perjury so that
 it is received by the Settlement Administrator by [Month] [Day], 2009 at [address].

 If you disagree with the information provided about the number of FAA certifications you
 received while at Silver State (see Question 7 above) or believe your loan balance is incorrect,
 then the Settlement Administrator must receive a written letter from you and any evidence to
 support your claim by [Month] [Day], 2009. You may obtain information about your loan balance
 by visiting www.__________.com.




                                                  5
 LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP               Document 78-2        Filed 10/27/2009      Page 101 of 147



 Late submissions to the Settlement Administrator will not be considered, in which case
 your settlement benefits will be based on current records.

 14.       What am I giving up to get benefits or stay in the Class?
       •   Release of Claims: Class Members and related individuals and entities will be
           releasing SLX, American Education Services, Pennsylvania Higher Education
           Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other people and
           entities from all claims described and identified in Section 4.2 of the Settlement
           Agreement (the “Released Parties”). The release includes claims or defenses in any
           way connected to Silver State, including claims and defenses relating to the validity or
           enforceability of loans made to former students of Silver State.
       •   Assignment of Claims: Class Members will assign to SLX all claims they may have
           against Silver State and its officers, directors, and related entities.

       •   Transfer of Claims in Bankruptcy: Class Members will transfer all claims they have or
           could file in Silver State’s bankruptcy case to SLX (the “Transferred Claims”). If the
           amount SLX recovers on the Transferred Claims exceeds the attorneys’ fees and
           expenses incurred by SLX to pursue and collect on those claims and the total amount of
           the benefits available under this settlement, then the difference will be paid to the
           applicable Class Members.
 The Settlement Agreement describes the release, the assignment of claims, and the transfer of
 claims in greater detail. The Settlement Agreement is available in the Court files, from Class
 Counsel, or from the Settlement Administrator. Contact Class Counsel (see “The Lawyers
 Representing You” below) or your own lawyer if you have questions.

 The Settlement is not part of any actions that law enforcement may decide to take against Silver
 State, or any of its officers, directors, employees, agents, and affiliates.

                  EXCLUDING YOURSELF FROM THE SETTLEMENT
 If you do not want the settlement benefits, and instead want to keep the right to sue SLX and
 others about the issues in this case, then you must take steps to get out of the settlement. This
 is called excluding yourself from – or is sometimes referred to as “opting out” of – the Class.

 15.       How do I get out of the settlement?
 To get out of the settlement, you must send a letter saying that you want to be excluded from
 the Class. This letter must include: (a) your full name; (b) your current address; (c) your date of
 birth; (d) your SLX loan number (or social security number); (e) a statement in substantially the
 same form as follows: “Please exclude me from the proposed class in the Michael Holman v.
 Student Loan Xpress, Inc. litigation”; and (f) your signature. You may send your request for
 exclusion by mail or by email in .pdf form. Your request for exclusion must be received by the
 Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If you have a co-signer, and the co-signer follows these procedures, you also will be excluded.
 If you do not comply with these procedures by the deadline for exclusion, you will lose
 any opportunity to exclude yourself from the Class, and your rights will be determined by
 the settlement if it is approved by the Court. This means, among other things, that you




                                                    6
 LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP            Document 78-2          Filed 10/27/2009      Page 102 of 147



 will be bound by the release, and the provisions regarding the assignment of claims and
 transfer of claims.

 16.    If I do not exclude myself, can I sue SLX and others for the same thing
 later?
 No. Unless you or your co-signer validly requests to be excluded, you give up any right to sue,
 or be part of any other lawsuit against SLX, American Education Services, Pennsylvania Higher
 Education Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other Released
 Parties for the claims that this settlement resolves. You also give up your right to pursue claims
 against Silver State and related persons. If you have a pending lawsuit, speak to your lawyer in
 that lawsuit immediately. You must exclude yourself from this Class to continue your own
 lawsuit.

 17.      If I exclude myself, can I still get benefits under the settlement?
 No. If you or your co-signer validly requests to be excluded, you are not entitled to any benefits
 under the settlement and should not submit a claim form. But, you will keep any rights to sue or
 participate in another lawsuit against SLX, Silver State and other persons and entities.

 18.      If I exclude myself, what happens to my loan?
 If you or your co-signer validly requests to be excluded, then you will not be eligible to receive
 the substantial discount on your loan offered in this settlement. Instead, SLX may demand that
 you immediately begin to repay your loan under your existing terms, and interest may accrue at
 your current rate.

                         THE LAWYERS REPRESENTING YOU
 19.      Do I have lawyers in this case?
 The Court has appointed the lawyers below to represent you and the Class Members. These
 lawyers are called Class Counsel. You will not be charged for these lawyers. Class Counsel,
 however, have no obligation to represent you if you exclude yourself from the Class.

 Christopher Casper                                  Andrew August
 JAMES, HOYER, NEWCOMER & SMILJANICH, P.A.           Pinnacle Law Group, LLP
 One Urban Centre, Suite 550                         425 California Street, Suite 1800
 Tampa, FL 33609                                     San Francisco, California 94104


 You may email Class Counsel at settlementquestions@gmail.com.


 If you want to be represented by your own lawyer, you can hire one at your own expense. If you
 want your own lawyer to represent you in connection with the settlement, your lawyer must file a
 Notice of Intent to Appear by _______, 2009, with the Court at the U.S. District Court for the
 Middle District of Florida, Sam M. Gibbons U.S. Courthouse, 801 North Florida Ave., Tampa,
 Florida 33602, and must send a copy to the Settlement Administrator at
 ____________________. Your Notice of Intent to Appear must be received by the Settlement
 Administrator by _______, 2009.




                                                 7
 LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009         Page 103 of 147



 20.      How will the lawyers by paid?
 Class Counsel will ask the Court to award attorneys’ fees, costs, and expenses in an amount
 up to $4,970,000. Class Counsel also will ask for a service award of up to $5,000 for each
 Class Representative for his or her participation in the lawsuit, up to $30,000 in total. SLX will
 pay the fees, costs, expenses, and service awards. Accordingly, these amounts will not come
 out of, or detract from, the benefits made available to the Class.

                          OBJECTING TO THE SETTLEMENT
 You can tell the Court if you do not agree with the settlement or some part of it.

 21.      How do I tell the Court that I do not like the settlement?
 If you are a Class Member, and you and your co-signer do not request to be excluded, you can
 object to the Court’s establishment of this case as a class action or to any part of the settlement,
 including the amount of attorneys’ fees, costs, and expenses, and the Class Representatives’
 service awards. You can give reasons why you think the Court should not approve the
 settlement. The Court will consider your views.
 To object, you or your attorney must send a letter that includes: (a) your full name; (b) your
 current address; (c) your date of birth; (d) your SLX loan number (or social security number);
 (e) all of the reasons for your objection; (f) any and all supporting papers (including all briefs,
 written evidence, and declarations) that you would like the Court to consider; and (g) your
 signature. Also, if you or your attorney would like to speak at the hearing regarding the fairness
 of the settlement (see “The Court’s Final Approval Hearing” below), you must state in your
 objection that you or your attorney will be attending the hearing.
 You may send your objection by mail or by email in .pdf form. Your objection must be received
 by the Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If you do not comply with these procedures by the deadline for objections, you will lose
 any opportunity to have your objection considered by the Court or otherwise to contest
 the approval of the settlement or to appeal from any orders or judgments by the Court in
 connection with the proposed settlement.
 22.      What is the difference between objecting and excluding?
 Objecting is simply telling the Court that you do not like something about the settlement. You
 can object only if you stay in the Class. Excluding yourself is telling the Court that you do not
 want to be part of the Class. If you or your co-signer requests to be excluded, you have no
 basis to object because the case no longer affects you.

                     THE COURT’S FINAL APPROVAL HEARING
 The Court will hold a hearing to decide whether to approve the settlement. You may attend and
 you may ask to speak, but you do not have to.

 23.      When and where will the Court decide whether to approve the settlement?
 The Court will hold a Final Approval Hearing at [time] on [Day], [Month], 2009, in Courtroom
 15A at the U.S. District Court for the Middle District of Florida, Sam M. Gibbons U.S.
 Courthouse, 801 North Florida Ave., Tampa, Florida 33602. The hearing may be moved to a
 different date or time without additional notice. At this hearing, the Court will consider whether



                                                  8
 LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP            Document 78-2         Filed 10/27/2009      Page 104 of 147



 the settlement is fair, reasonable, and adequate. The Court may also decide how much to pay
 to Class Counsel and the Class Representatives. At or after the hearing, the Court will decide
 whether to approve the settlement. We do not know how long these decisions will take.

 24.      Do I have to come to the hearing?
 No. Class Counsel will answer any questions that the Court may have. If you send an
 objection, you do not have to come to Court to talk about it. As long as you submit your written
 objection on time, the Court will consider it. But, you or your attorney may attend the hearing at
 your own expense. If you or your attorney decides to come to the hearing, you must timely
 state in writing that you or your attorney will appear at the hearing, following the directions in
 Question 19 above.

                                   IF YOU DO NOTHING
 25.      What happens if I do nothing at all?
 If you received this Notice in the mail along with a claim form, and you believe that you are in
 the Class, then you should submit the claim form under penalty of perjury. If your claim form is
 not received by ____, you will not receive any benefits from the settlement.

                             GETTING MORE INFORMATION
 26.      How do I get more information about the settlement?
 This Notice summarizes the proposed settlement. More details are in the Settlement
 Agreement. You can get a copy of the Settlement Agreement by contacting Class Counsel or
 the Settlement Administrator. You also may want to talk to your own attorney at your own
 expense.



 PLEASE DO NOT WRITE OR TELEPHONE THE COURT, SLX, AES, OR ANY OF THEIR
 AGENTS FOR INFORMATION ABOUT THE PROPOSED SETTLEMENT OR THE LAWSUIT.




                                                 9
 LA1 1653917v.2
                                    Case 8:08-cv-00305-SDM-MAP Document 78-2 Filed 10/27/2009
                                   UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD Page 105 of 147
                                                                                              MEAN TO YOU
               Below are examples of how the settlement would work for Class Members who fully pay off their restructured loan and, after being
               sent a Repayment Notice, are not more than ninety (90) days late on any payment. These are examples only. The numbers used
               below are not from your loan. In addition, the restructured monthly payments and existing monthly payments are just estimates.
               They assume that the quoted interest rate will remain the same over the life of the loan even though your existing loan and
               restructured loan are based on a variable interest rate.
           Example 1 (Member of Subclass 1)                                             Example 2 (Member of Subclass 1)                                          Example 3 (Member of Subclass 2)
    EXISTING LOAN                    RESTRUCTURED LOAN                            EXISTING LOAN                  RESTRUCTURED LOAN                            EXISTING LOAN                 RESTRUCTURED LOAN
                                 Amount of                                                                   Amount of                                                                  Amount of
Existing                         Debt                                        Existing                        Debt                                        Existing                       Debt
Loan                             Forgiveness                                 Loan                            Forgiveness                                 Loan                           Forgiveness
(including                                              $52,500              (including                                              $52,500             (including                                           $42,000
                                 on Existing                                                                 on Existing                                                                on Existing
origination                      Loan ($70,000                               origination                     Loan ($70,000                               origination                    Loan ($70,000
fees and all       $70,000       x 75%)                                      fees and all      $70,000       x 75%)                                      fees and all      $70,000      x 60%)
interest                                                                     interest                                                                    interest
before                           Existing Loan                               before                          Existing Loan                               before                         Existing Loan
February 4,                      minus Debt             $17,500              February 4,                     minus Debt              $17,500             February 4,                    minus Debt            $28,000
2008)                            Forgiveness                                 2008)                           Forgiveness                                 2008)                          Forgiveness

Loan                                                                         Loan                                                                        Loan
                                 Loan                                                                        Loan                                                                       Loan
Payments                                                                     Payments                                                                    Payments
                      $0         Payments                   $0                                  $5,000       Payments                $5,000                                   $0        Payments                $0
Already                                                                      Already                                                                     Already
                                 Already Made                                                                Already Made                                                               Already Made
Made                                                                         Made                                                                        Made
Current                          Current                                     Current                         Current                                     Current                        Current
Balance of                       Balance of                                  Balance of                      Balance of                                  Balance of                     Balance of
                   $70,000                              $17,500                                $65,000                               $12,500                               $70,000                            $28,000
Existing                         Restructured                                Existing                        Restructured                                Existing                       Restructured
Loan                             Loan                                        Loan                            Loan                                        Loan                           Loan
Current                                                                      Current                                                                     Current
Variable                         New Variable                    †           Variable                        New Variable                   †            Variable                       New Variable              †
                   11.75%                                8.75%                                   9.5%                                 6.5%                                  8.25%                              6%
Interest                         Interest Rate                               Interest                        Interest Rate                               Interest                       Interest Rate
Rate                                                                         Rate                                                                        Rate
                                 Restructured                                                                Restructured                                                               Restructured
Monthly                                                                      Monthly                                                                     Monthly
                   $758.59       Monthly                $154.65                                $605.89       Monthly                 $93.20                                $596.45      Monthly               $200.60
Payment                                                                      Payment                                                                     Payment
                                 Payment                                                                     Payment                                                                    Payment
                                 Refund for                                                                  Refund for                                                                 Refund for
                                 early                                                                       early                                                                      early
Refund for                                                                   Refund for                                                                  Refund for
                                 repayment                                                                   repayment                                                                  repayment
early                 $0                                $437.50              early                 $0                                $437.50             early                $0                               $700
                                 within five                                                                 within five                                                                within five
repayment                                                                    repayment                                                                   repayment
                                 years ($17,500                                                              years ($17,500                                                             years ($28,000
                                 x 2.5%)                                                                     x 2.5%)                                                                    x 2.5%)




               †
                The new variable interest rate, like your current variable interest rate, will vary based on your existing loan terms. The new variable interest rate on your restructured loan will not go
               below 6%.
                                                                                                           10
               LA1 1653917v.2
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 106 of 147




                  EXHIBIT 3
Case 8:08-cv-00305-SDM-MAP                Document 78-2            Filed 10/27/2009         Page 107 of 147



         UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA

            A federal court authorized this Notice. This is not a solicitation from a lawyer.

              If you co-signed a loan for a student who was
            enrolled at Silver State Helicopters on February 4,
             2008, then you could be entitled to a substantial
              discount on the student loan as part of a class
                             action settlement.
 •   The class action lawsuit arises out of the closure of Silver State Helicopters pilot training schools
     (“Silver State”) on February 4, 2008. The lawsuit is brought on behalf of students who were enrolled
     at Silver State when the school closed and whose student loans are now owned by Student Loan
     Xpress, Inc. or its affiliates (“SLX”), and people who co-signed their loans.

 •   The settlement will provide a range of benefits that will allow students and their co-signers to pay off
     loans at a substantial discount. These settlement benefits include debt forgiveness, interest
     forgiveness, lower interest rates, notification to credit reporting bureaus, and a refund for early
     repayment.

 •   If you or the student you co-signed for decides not to participate in the settlement, then you will not be
     eligible to receive a substantial discount on the student loan. Instead, SLX may demand that you
     immediately begin to repay the loan based on its existing terms with interest accruing at the current
     rate.

 •   Your legal rights are affected whether you act or do not act. Please read this Notice carefully.


            YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
 DO NOTHING                         You automatically are eligible for all of the benefits under the settlement.

                                    Get no benefits. This is the only option that allows you to ever be part of
 EXCLUDE YOURSELF                   any other lawsuit against SLX, Silver State, and others about the legal
                                    claims in this case.

 OBJECT                             Write to the Court about why you do not like the settlement.

 GO TO A HEARING                    Ask to speak in Court about the fairness of the settlement.


 •   These rights and options—and the deadlines to exercise them—are explained in this Notice.
     Please read about all your rights carefully.

 •   The Court in charge of this case still has to decide whether to approve the settlement. Settlement
     benefits will be provided if the Court approves the settlement, and after any appeals are resolved.
     Please be patient.




 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP                         Document 78-2                  Filed 10/27/2009                 Page 108 of 147




                                    WHAT THIS NOTICE CONTAINS
 BASIC INFORMATION ............................................................................................... 1
          1.      Why did I get this Notice? ....................................................................................1
          2.      What is this lawsuit about?...................................................................................1
          3.      Why is this a class action? ...................................................................................1
          4.      Why is there a settlement?...................................................................................2

 WHO IS IN THE SETTLEMENT? ................................................................................. 2
          5.      How do I know if I am part of the settlement?.......................................................2
          6.      Are there exceptions to being included? ..............................................................2
          7.      What are the Subclasses and which one am I in? ................................................2
          8.      What does it mean to be in the Class? .................................................................3

 THE SETTLEMENT BENEFITS .................................................................................... 3
          9.      What benefits will I receive if the restructured loan is timely repaid? ....................4
          10.     What benefits will I receive even if the restructured loan is not timely
                  repaid?.................................................................................................................5
          11.     What will happen to my credit report? ..................................................................5
          12.     What are the tax consequences of participating in the settlement? ......................5

 HOW TO GET BENEFITS........................................................................................... 5
          13.     What do I have to do to participate in the settlement? ..........................................5
          14.     What am I giving up to get benefits or stay in the Class? .....................................6

 EXCLUDING YOURSELF FROM THE SETTLEMENT ...................................................... 6
          15.     How do I get out of the settlement? ......................................................................6
          16.     If I do not exclude myself, can I sue SLX and others for the same thing
                  later?....................................................................................................................7
          17.     If I exclude myself, can I still get benefits under the settlement? ..........................7
          18.     If I exclude myself, what happens to my loan? .....................................................7

 THE LAWYERS REPRESENTING YOU......................................................................... 7
          19.     Do I have lawyers in this case? ............................................................................7
          20.     How will the lawyers by paid? ..............................................................................8

 OBJECTING TO THE SETTLEMENT ............................................................................ 8
          21.     How do I tell the Court that I do not like the settlement?.......................................8
          22.     What is the difference between objecting and excluding? ....................................8




                                                                   i
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP                        Document 78-2                 Filed 10/27/2009                Page 109 of 147



 THE COURT’S FINAL APPROVAL HEARING................................................................ 9
          23.     When and where will the Court decide whether to approve the
                  settlement? ..........................................................................................................9
          24.     Do I have to come to the hearing? .......................................................................9

 IF YOU DO NOTHING ................................................................................................ 9
          25.     What happens if I do nothing at all? .....................................................................9

 GETTING MORE INFORMATION ................................................................................. 9
          26.     How do I get more information about the settlement? ..........................................9

 UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD MEAN TO YOU........... 10




                                                                 ii
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 110 of 147




                                    BASIC INFORMATION
 1.       Why did I get this Notice?
 The Court sent you this Notice because certain records indicate that you co-signed a loan for a
 student enrolled at Silver State on February 4, 2008 and because the student loan is owned by
 SLX.

 The Court authorized this Notice because you have a right to know about a proposed
 nationwide settlement of a class action lawsuit and about all of your options before the Court
 decides whether to approve the settlement. If the Court approves the settlement, and after any
 appeals are resolved, benefits will be provided.

 This Notice explains the lawsuit, the settlement, your legal rights, what benefits are available,
 who is eligible for them, and how to get them. A more detailed document called the “Settlement
 Agreement,” containing the complete terms of the settlement, is on file with the Court, where it is
 available for your review. You may also review the Settlement Agreement by contacting Class
 Counsel (see Question 19 below) or the Settlement Administrator (see Question 19 below).

 2.       What is this lawsuit about?
 The lawsuit is about whether former students of Silver State and people who co-signed for their
 student loans must repay those loans and can get refunds for loan payments already made.
 Plaintiffs allege that Silver State did not provide helicopter pilot training as promised, including
 because it closed on February 4, 2008. Plaintiffs also allege that SLX wrongfully aided Silver
 State in committing deceptive or fraudulent practices, or other acts that violated state and
 federal consumer protection laws, and made certain misrepresentations regarding Silver State.
 As a result, Plaintiffs claim that their loans are unenforceable, that they should not be required
 to repay their loans, and that they are entitled to a refund of payments already made. Plaintiffs
 also claim that they should be awarded punitive damages, attorneys’ fees, and costs from SLX.

 SLX denies that it did anything wrong. SLX also denies that Plaintiffs and other former students
 or their co-signers are entitled to any relief from SLX because SLX only owns the student loans
 and was not responsible for providing helicopter pilot training to Silver State students.
 Accordingly, SLX believes that all the loans are fully enforceable. In addition, SLX believes that
 students received benefits from attending Silver State, including through course work, the
 completion of flight hours, and by obtaining flight certifications.

 The Court did not decide in favor of Plaintiffs or SLX in the lawsuit.

 3.       Why is this a class action?
 In a class action, one or more people called “Class Representatives” sue on behalf of people
 who have similar claims. All these people are a “Class” or “Class Members.” One court
 resolves the issues for all Class Members, except for those who exclude themselves from the
 Class.

 In this lawsuit, the Court has designated Michael Holman, Robert Perrotta, Kevin Wilhelmy,
 Matthew Arnold, Christopher Korte and Deborah Pechacek, as Class Representatives. The
 attorneys for the class, which are called Class Counsel, are Christopher Casper of James,
 Hoyer, Newcomer & Smiljanich, P.A. and Andrew August of the Pinnacle Law Group, LLP.



                                                   1
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009      Page 111 of 147



 The Court in charge of this class action lawsuit is the United States District Court for the Middle
 District of Florida. The case is known as Michael Holman, et al. v. Student Loan Xpress, Inc.,
 Case No. 8:08-cv-100305.

 4.       Why is there a settlement?
 The Class Representatives and Class Counsel agreed to settle the lawsuit after weighing the
 benefits of settlement to the Class compared to the risks, uncertainties, and costs of continuing
 with the lawsuit. The Class Representatives and Class Counsel think the settlement is best for
 all Class Members in light of the strengths and weaknesses of the claims and the many
 defenses asserted by SLX to the lawsuit. The settlement provides Class Members with the right
 to obtain debt forgiveness and other relief much sooner than would have been possible if the
 lawsuit had continued. If you have questions about the settlement, you may contact Class
 Counsel as set forth below in Question 19.
 SLX has decided to settle to avoid the time and expense of litigation. The settlement does not
 mean that SLX did anything wrong.

                              WHO IS IN THE SETTLEMENT?
 5.       How do I know if I am part of the settlement?
 You are a Class Member if you co-signed a loan for a student enrolled at Silver State as of
 February 4, 2008 and the student loan is currently owned by SLX. The student borrowers of
 such loans are also Class Members.

 6.       Are there exceptions to being included?
 You are not included in the Class if:
    • the loan that you co-signed for had a zero balance as of [Preliminary Approval Order
        Date];
      •   there would be no balance owing on the loan that you co-signed for as of [Preliminary
          Approval Order Date] because of the debt forgiveness made available under the
          settlement;
      •   you, or the student borrower you co-signed for, timely request to be excluded from the
          Class;
      •   you, or the student borrower you co-signed for, previously entered into a settlement with
          SLX regarding the loan;
      •   you, or the student borrower you co-signed for, have a Chapter 7, 11, or 13 bankruptcy
          case pending as of [Preliminary Approval Order Date]; or
      •   you, or the student borrower you co-signed for, are on a government list of known or
          suspected terrorists or other individuals, entities, and organizations of concern.


 7.       What are the Subclasses and which one am I in?
 The Class is divided into six Subclasses as described below. Subclasses One through Five
 include former students of Silver State. Subclass Six is for co-signers only.
 Subclasses One through Five are based on the number of Federal Aviation Administration
 (“FAA”) certifications or ratings that students received while at Silver State. Although Silver



                                                  2
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 112 of 147



 State offered up to six helicopter pilot certifications or ratings, only four of them were approved
 by the FAA. These four certifications or ratings are called “FAA Certifications,” and are as
 follows:
      • Private Pilot Certification (rotorcraft-helicopter);
      • Commercial Pilot Certification (rotorcraft-helicopter);
      • Instrument Rating (helicopter); and
      • Certified Flight Instructor Certification (rotorcraft-helicopter).
 Subclasses One through Five are based on the number of FAA Certifications received while at
 Silver State because FAA Certifications represent a verifiable benefit provided by Silver State.
 As a result, Class Members who received more FAA Certifications from Silver State have
 weaker claims than Class Members who received no or fewer FAA certifications.
 You are a member of Subclass Six. As a result, you are eligible for the same benefits as the
 student for whom you co-signed a loan.
 The following chart shows the number of FAA Certifications for Subclasses One through Five.
 Based on available information, it appears that the student borrower who you co-signed
 for received the following [INSERT] FAA Certifications while at Silver State: [INSERT]. As
 a result, the student borrower is in Subclass [INSERT].

                                                    FAA CERTIFICATIONS
                            SUBCLASSES
                                                  RECEIVED AT SILVER STATE
                            Subclass One                        0
                            Subclass Two                        1
                           Subclass Three                       2
                            Subclass Four                       3
                            Subclass Five                       4


 8.       What does it mean to be in the Class?
 If you are in the Class, your rights will be affected unless you or the student borrower validly
 requests to be excluded from the Class by following the procedures set forth in this Notice. See
 Question 15.

                               THE SETTLEMENT BENEFITS
 If the settlement is approved and becomes final, you will be entitled to a range of benefits that
 will allow the student loan to be paid off at a substantial discount. The range of benefits
 provided under the settlement include, among other things, a restructuring of the loan through
 debt forgiveness, interest forgiveness, and a lower interest rate. The settlement benefits also
 provide for a refund for early repayment of the restructured loan and, in appropriate
 circumstances, notification to credit reporting agencies. The actual benefits you will receive
 from the settlement depend on whether the restructured loan is timely repaid.

 Question 9 describes the settlement benefits you will receive if the restructured loan is timely
 repaid. Question 10 describes the settlement benefits you will receive if restructured loan is not
 timely repaid.



                                                  3
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 113 of 147



 Before the student borrower or you will be required to start making lower monthly payments,
 SLX or its loan servicer will send a notice in the mail telling you the amount of the lower
 payments and when to start making those payments (the “Repayment Notice”). Only the
 student borrower or you need to make each lower monthly payment.

 Please be advised that interest may start accruing on the restructured loan, and the student
 borrower or you may be required to begin making the lower monthly payments, within thirty (30)
 to sixty (60) days after final approval of the settlement, even if an appeal is filed. As described
 above, you will not be required to begin making any payments until you are sent a Repayment
 Notice.

 9.       What benefits will I receive if the restructured loan is timely repaid?
 Class Members who timely pay off the restructured loans will receive the following benefits
 under the settlement:
 •     DEBT FORGIVENESS
       The original loan amount (which includes any origination fees, and capitalized or accrued
       interest as of February 4, 2008) will be reduced. The percentage of debt forgiveness
       available under the settlement ranges from 75% to 20% depending on the Subclass of the
       student borrower you co-signed for, as follows:
                                                           TOTAL AVAILABLE
                                SUBCLASSES
                                                          DEBT FORGIVENESS
                                Subclass One                      75%
                                Subclass Two                      60%
                               Subclass Three                    47.5%
                               Subclass Four                      30%
                                Subclass Five                     20%
 •    INTEREST FORGIVENESS
      All interest that would have accrued on the loan between February 4, 2008 until shortly after
      final approval of the settlement will be forgiven.
 •    LOWER INTEREST RATES
      Interest on the restructured loan will accrue at the lower of either (a) your existing interest
      rate or (b) a new interest rate that is 3% lower than your existing interest rate, but that
      cannot be lower than 6%. The new interest rate will remain a variable interest rate.
 •    EARLY REPAYMENT REFUND
      If the restructured loan is timely repaid within five years of when the first payment is due,
      there will be a refund equal to 2.5% of the original loan amount reduced by the debt
      forgiveness under the settlement. This refund will be provided to the student borrower.


 AFTER YOU ARE SENT A REPAYMENT NOTICE, IF ANY MONTHLY PAYMENT IS MORE
 THAN NINETY (90) DAYS LATE, THEN YOU WILL NOT RECEIVE ALL OF THESE
 BENEFITS. YOU WILL, HOWEVER, STILL RECEIVE THE BENEFITS DESCRIBED IN
 QUESTION 10, INCLUDING SOME DEBT FORGIVENESS.



                                                    4
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 114 of 147



 IN ADDITION, ALL LATE PAYMENTS REMAIN SUBJECT TO APPLICABLE FEES,
 CHARGES, AND INTEREST UNDER THE LOAN AGREEMENT.

 10.   What benefits will I receive even if the restructured loan is not timely
 repaid?
 After you are sent a Repayment Notice, if any monthly payment is more than ninety (90) days
 late, then you will not receive all of the settlement benefits described in Question 9 above.
 Instead, you will receive only the following benefits from the settlement:
 •     DEBT FORGIVENESS
       Instead of the debt forgiveness described above in Question 9, you will receive debt
       forgiveness of between 7.5% and 2% depending on the Subclass of the student borrower
       you co-signed for.
                                SUBCLASSES              DEBT FORGIVENESS
                               Subclass One                    7.5%
                               Subclass Two                     6%
                              Subclass Three                   4.75%
                               Subclass Four                    3%
                               Subclass Five                    2%
 •     INTEREST FORGIVENESS
       All interest that would have accrued on the loan between February 4, 2008 until shortly after
       final approval of the settlement will be forgiven.

 11.      What will happen to my credit report?
 SLX has agreed to request that credit reporting agencies (Equifax, Experian, Innovis, and
 TransUnion) remove any previous reports by SLX or its agents about the loan you co-signed for.
 But, if the student borrower or you fail to make the lower monthly payments after the settlement
 is approved or exclude yourself from the settlement, then SLX may make additional credit
 reports.

 12.      What are the tax consequences of participating in the settlement?
 You are and will be responsible for any and all federal, state, local, and foreign taxes, including
 income taxes, owed based on benefits provided under the settlement. SLX makes no
 representations or warranties regarding the tax consequences of the settlement. You should
 consult your own tax advisor.

                                   HOW TO GET BENEFITS
 13.      What do I have to do to participate in the settlement?
 You are in the Class and do not need to do anything to be eligible to receive the settlement
 benefits.

 To qualify for settlement benefits, you or the student borrower you co-signed for must send in a
 claim form. A claim form is enclosed with this Notice. It must be completed and returned under




                                                   5
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP               Document 78-2        Filed 10/27/2009       Page 115 of 147



 penalty of perjury so that it is received by the Settlement Administrator by [Month] [Day], 2009 at
 [address].

 If you disagree with the information provided about the number of FAA certifications the student
 borrower received while at Silver State (see Question 7 above) or believe the loan balance is
 incorrect, then the Settlement Administrator must receive a written letter from you and any
 evidence to support your claim by [Month] [Day], 2009. You may obtain information about the
 loan balance by visiting www.__________.com.

 Late submissions to the Settlement Administrator will not be considered, in which case
 your settlement benefits will be based on current records.

 14.       What am I giving up to get benefits or stay in the Class?
       •   Release of Claims: Class Members and related individuals and entities will be
           releasing SLX, American Education Services, Pennsylvania Higher Education
           Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other people and
           entities from all claims described and identified in Section 4.2 of the Settlement
           Agreement (the “Released Parties”). The release includes claims or defenses in any
           way connected to Silver State, including claims and defenses relating to the validity or
           enforceability of loans made to former students of Silver State.
       •   Assignment of Claims: Class Members will assign to SLX all claims they may have
           against Silver State and its officers, directors, and related entities.

       •   Transfer of Claims in Bankruptcy: Class Members will transfer all claims they have or
           could file in Silver State’s bankruptcy case to SLX (the “Transferred Claims”). If the
           amount SLX recovers on the Transferred Claims exceeds the attorneys’ fees and
           expenses incurred by SLX to pursue and collect on those claims and the total amount of
           the benefits available under this settlement, then the difference will be paid to the
           applicable Class Members.
 The Settlement Agreement describes the release, the assignment of claims, and the transfer of
 claims in greater detail. The Settlement Agreement is available in the Court files, from Class
 Counsel, or from the Settlement Administrator. Contact Class Counsel (see “The Lawyers
 Representing You” below) or your own lawyer if you have questions.

 The Settlement is not part of any actions that law enforcement may decide to take against Silver
 State, or any of its officers, directors, employees, agents, and affiliates.

                  EXCLUDING YOURSELF FROM THE SETTLEMENT
 If you do not want the settlement benefits, and instead want to keep the right to sue SLX and
 others about the issues in this case, then you must take steps to get out of the settlement. This
 is called excluding yourself from – or is sometimes referred to as “opting out” of – the Class.

 15.       How do I get out of the settlement?
 To get out of the settlement, you must send a letter saying that you want to be excluded from
 the Class. This letter must include: (a) your full name; (b) your current address; (c) your date of
 birth; (d) the SLX loan number (or social security number); (e) a statement in substantially the
 same form as follows: “Please exclude me from the proposed class in the Michael Holman v.



                                                    6
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009      Page 116 of 147



 Student Loan Xpress, Inc. litigation”; and (f) your signature. You may send your request for
 exclusion by mail or by email in .pdf form. Your request for exclusion must be received by the
 Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If the student borrower you co-signed for follows these procedures, you also will be excluded
 from the Class.
 If you do not comply with these procedures by the deadline for exclusion, you will lose
 any opportunity to exclude yourself from the Class, and your rights will be determined by
 the settlement if it is approved by the Court. This means, among other things, that you
 will be bound by the release, and the provisions regarding the assignment of claims and
 transfer of claims.

 16.    If I do not exclude myself, can I sue SLX and others for the same thing
 later?
 No. Unless you or the student borrower validly requests to be excluded, you will give up any
 right to sue, or be part of any other lawsuit against SLX, American Education Services,
 Pennsylvania Higher Education Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and
 other Released Parties for the claims that this settlement resolves. You also give up your right
 to pursue claims against Silver State and related persons. If you have a pending lawsuit, speak
 to your lawyer in that lawsuit immediately. You must exclude yourself from this Class to
 continue your own lawsuit.

 17.      If I exclude myself, can I still get benefits under the settlement?
 No. If you or the student borrower validly requests to be excluded, you will not be entitled to any
 benefits under the settlement. But, you will keep any rights to sue or participate in another
 lawsuit against SLX, Silver State and other persons and entities.

 18.      If I exclude myself, what happens to my loan?
 If you or the student borrower validly requests to be excluded, then you will not be eligible to
 receive the substantial discount on the loan offered in this settlement. Instead, SLX may
 demand that the student borrower and you immediately begin to repay the loan under the
 existing terms, and interest may accrue at the current rate.

                         THE LAWYERS REPRESENTING YOU
 19.      Do I have lawyers in this case?
 The Court has appointed the lawyers below to represent you and the Class Members. These
 lawyers are called Class Counsel. You will not be charged for these lawyers. Class Counsel,
 however, have no obligation to represent you if you exclude yourself from the Class.

 Christopher Casper                                   Andrew August
 JAMES, HOYER, NEWCOMER & SMILJANICH, P.A.            Pinnacle Law Group, LLP
 One Urban Centre, Suite 550                          425 California Street, Suite 1800
 Tampa, FL 33609                                      San Francisco, California 94104


 You may email Class Counsel at settlementquestions@gmail.com.




                                                  7
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009         Page 117 of 147



 If you want to be represented by your own lawyer, you can hire one at your own expense. If you
 want your own lawyer to represent you in connection with the settlement, your lawyer must file a
 Notice of Intent to Appear by _______, 2009, with the Court at the U.S. District Court for the
 Middle District of Florida, Sam M. Gibbons U.S. Courthouse, 801 North Florida Ave., Tampa,
 Florida 33602, and must send a copy to the Settlement Administrator at
 ____________________. Your Notice of Intent to Appear must be received by the Settlement
 Administrator by _______, 2009.

 20.      How will the lawyers by paid?
 Class Counsel will ask the Court to award attorneys’ fees, costs, and expenses in an amount
 up to $4,970,000. Class Counsel also will ask for a service award of up to $5,000 for each
 Class Representative for his or her participation in the lawsuit, up to $30,000 in total. SLX will
 pay the fees, costs, expenses, and service awards. Accordingly, these amounts will not come
 out of, or detract from, the benefits made available to the Class.

                          OBJECTING TO THE SETTLEMENT
 You can tell the Court if you do not agree with the settlement or some part of it.

 21.      How do I tell the Court that I do not like the settlement?
 If you are a Class Member, and you and the student borrower do not request to be excluded,
 you can object to the Court’s establishment of this case as a class action or to any part of the
 settlement, including the amount of attorneys’ fees, costs, and expenses, and the Class
 Representatives’ service awards. You can give reasons why you think the Court should not
 approve the settlement. The Court will consider your views.
 To object, you or your attorney must send a letter that includes: (a) your full name; (b) your
 current address; (c) your date of birth; (d) the SLX loan number (or social security number);
 (e) all of the reasons for your objection; (f) any and all supporting papers (including all briefs,
 written evidence, and declarations) that you would like the Court to consider; and (g) your
 signature. Also, if you or your attorney would like to speak at the hearing regarding the fairness
 of the settlement (see “The Court’s Final Approval Hearing” below), you must state in your
 objection that you or your attorney will be attending the hearing.
 You may send your objection by mail or by email in .pdf form. Your objection must be received
 by the Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If you do not comply with these procedures by the deadline for objections, you will lose
 any opportunity to have your objection considered by the Court or otherwise to contest
 the approval of the settlement or to appeal from any orders or judgments by the Court in
 connection with the proposed settlement.
 22.      What is the difference between objecting and excluding?
 Objecting is simply telling the Court that you do not like something about the settlement. You
 can object only if you stay in the Class. Excluding yourself is telling the Court that you do not
 want to be part of the Class. If you or the student borrower request to be excluded, you have no
 basis to object because the case no longer affects you.




                                                  8
 LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009       Page 118 of 147




                     THE COURT’S FINAL APPROVAL HEARING
 The Court will hold a hearing to decide whether to approve the settlement. You may attend and
 you may ask to speak, but you do not have to.

 23.      When and where will the Court decide whether to approve the settlement?
 The Court will hold a Final Approval Hearing at [time] on [Day], [Month], 2009, in Courtroom
 15A at the U.S. District Court for the Middle District of Florida, Sam M. Gibbons U.S.
 Courthouse, 801 North Florida Ave., Tampa, Florida 33602. The hearing may be moved to a
 different date or time without additional notice. At this hearing, the Court will consider whether
 the settlement is fair, reasonable, and adequate. The Court may also decide how much to pay
 to Class Counsel and the Class Representatives. At or after the hearing, the Court will decide
 whether to approve the settlement. We do not know how long these decisions will take.

 24.      Do I have to come to the hearing?
 No. Class Counsel will answer any questions that the Court may have. If you send an
 objection, you do not have to come to Court to talk about it. As long as you submit your written
 objection on time, the Court will consider it. But, you or your attorney may attend the hearing at
 your own expense. If you or your attorney decides to come to the hearing, you must timely
 state in writing that you or your attorney will appear at the hearing, following the directions in
 Question 19 above.

                                    IF YOU DO NOTHING
 25.      What happens if I do nothing at all?
 You do not need to take any action at this time in order to receive the benefits available under
 the settlement.

                             GETTING MORE INFORMATION
 26.      How do I get more information about the settlement?
 This Notice summarizes the proposed settlement. More details are in the Settlement
 Agreement. You can get a copy of the Settlement Agreement by contacting Class Counsel or
 the Settlement Administrator. You also may want to talk to your own attorney at your own
 expense.




 PLEASE DO NOT WRITE OR TELEPHONE THE COURT, SLX, AES, OR ANY OF THEIR
 AGENTS FOR INFORMATION ABOUT THE PROPOSED SETTLEMENT OR THE LAWSUIT.




                                                  9
 LA1 1653950v.2
                                    Case 8:08-cv-00305-SDM-MAP Document 78-2 Filed 10/27/2009
                                   UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD Page 119 of 147
                                                                                              MEAN TO YOU
               Below are examples of how the settlement would work for Class Members who fully pay off their restructured loan and, after being
               sent a Repayment Notice, are not more than ninety (90) days late on any payment. These are examples only. The numbers used
               below are not from the loan you co-signed for. In addition, the restructured monthly payments and existing monthly payments are
               just estimates. They assume that the quoted interest rate will remain the same over the life of the loan even though your existing
               loan and restructured loan are based on a variable interest rate.
           Example 1 (Member of Subclass 1)                                             Example 2 (Member of Subclass 1)                                          Example 3 (Member of Subclass 2)
    EXISTING LOAN                    RESTRUCTURED LOAN                            EXISTING LOAN                  RESTRUCTURED LOAN                            EXISTING LOAN                 RESTRUCTURED LOAN
                                 Amount of                                                                    Amount of                                                                  Amount of
Existing                         Debt                                        Existing                         Debt                                       Existing                        Debt
Loan                             Forgiveness                                 Loan                             Forgiveness                                Loan                            Forgiveness
(including                                               $52,500             (including                                              $52,500             (including                                         $42,000
                                 on Existing                                                                  on Existing                                                                on Existing
origination                      Loan ($70,000                               origination                      Loan ($70,000                              origination                     Loan ($70,000
fees and all       $70,000       x 75%)                                      fees and all      $70,000        x 75%)                                     fees and all      $70,000       x 60%)
interest                                                                     interest                                                                    interest
before                           Existing Loan                               before                           Existing Loan                              before                          Existing Loan
February 4,                      minus Debt              $17,500             February 4,                      minus Debt             $17,500             February 4,                     minus Debt         $28,000
2008)                            Forgiveness                                 2008)                            Forgiveness                                2008)                           Forgiveness

Loan                                                                         Loan                                                                        Loan
                                 Loan                                                                         Loan                                                                       Loan
Payments                                                                     Payments                                                                    Payments
                      $0         Payments                   $0                                  $5,000        Payments                $5,000                                  $0         Payments             $0
Already                                                                      Already                                                                     Already
                                 Already Made                                                                 Already Made                                                               Already Made
Made                                                                         Made                                                                        Made
Current                          Current                                     Current                          Current                                    Current                         Current
Balance of                       Balance of                                  Balance of                       Balance of                                 Balance of                      Balance of
                   $70,000                               $17,500                               $65,000                               $12,500                               $70,000                          $28,000
Existing                         Restructured                                Existing                         Restructured                               Existing                        Restructured
Loan                             Loan                                        Loan                             Loan                                       Loan                            Loan
Current                                                                      Current                                                                     Current
Variable                         New Variable                    †           Variable                         New Variable                  †            Variable                        New Variable           †
                   11.75%                                8.75%                                   9.5%                                 6.5%                                  8.25%                            6%
Interest                         Interest Rate                               Interest                         Interest Rate                              Interest                        Interest Rate
Rate                                                                         Rate                                                                        Rate
                                 Restructured                                                                 Restructured                                                               Restructured
Monthly                                                                      Monthly                                                                     Monthly
                   $758.59       Monthly                 $154.65                               $605.89        Monthly                 $93.20                               $596.45       Monthly            $200.60
Payment                                                                      Payment                                                                     Payment
                                 Payment                                                                      Payment                                                                    Payment
                                 Refund for                                                                   Refund for                                                                 Refund for
                                 early                                                                        early                                                                      early
Refund for                                                                   Refund for                                                                  Refund for
                                 repayment                                                                    repayment                                                                  repayment
early                 $0                                 $437.50             early                 $0                                $437.50             early                $0                             $700
                                 within five                                                                  within five                                                                within five
repayment                                                                    repayment                                                                   repayment
                                 years ($17,500                                                               years ($17,500                                                             years ($28,000
                                 x 2.5%)                                                                      x 2.5%)                                                                    x 2.5%)




               †
                 The new variable interest rate, like the current variable interest rate on the loan you co-signed for, will vary based on the existing loan terms. The new variable interest rate on the
               restructured loan will not go below 6%.
                                                                                                            10
               LA1 1653950v.2
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 120 of 147




                  EXHIBIT 4
Case 8:08-cv-00305-SDM-MAP                Document 78-2            Filed 10/27/2009         Page 121 of 147



         UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA

            A federal court authorized this Notice. This is not a solicitation from a lawyer.

              If you co-signed a loan for a student who was
            enrolled at Silver State Helicopters on February 4,
             2008, then you could be entitled to a substantial
              discount on the student loan as part of a class
                             action settlement.
 •   The class action lawsuit arises out of the closure of Silver State Helicopters pilot training schools
     (“Silver State”) on February 4, 2008. The lawsuit is brought on behalf of students who were enrolled
     at Silver State when the school closed and whose student loans are now owned by Student Loan
     Xpress, Inc. or its affiliates (“SLX”), and people who co-signed their loans.

 •   The settlement will provide a range of benefits that will allow students and their co-signers to pay off
     loans at a substantial discount. These settlement benefits include debt forgiveness, interest
     forgiveness, lower interest rates, notification to credit reporting bureaus, and a refund for early
     repayment.

 •   If you or the student you co-signed for decides not to participate in the settlement, then you will not be
     eligible to receive a substantial discount on the student loan. Instead, SLX may demand that you
     immediately begin to repay the loan based on its existing terms with interest accruing at the current
     rate.

 •   Your legal rights are affected whether you act or do not act. Please read this Notice carefully.


            YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:
 SUBMIT A CLAIM FORM                The only way to receive benefits from the settlement.

 DO NOTHING                         Get no benefits. Give up rights.

                                    Get no benefits. This is the only option that allows you to ever be part of
 EXCLUDE YOURSELF                   any other lawsuit against SLX, Silver State, and others about the legal
                                    claims in this case.

 OBJECT                             Write to the Court about why you do not like the settlement.

 GO TO A HEARING                    Ask to speak in Court about the fairness of the settlement.

 •   These rights and options—and the deadlines to exercise them—are explained in this Notice.
     Please read about all your rights carefully.

 •   The Court in charge of this case still has to decide whether to approve the settlement. Settlement
     benefits will be provided if the Court approves the settlement, and after any appeals are resolved.
     Please be patient.




 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP                         Document 78-2                  Filed 10/27/2009                 Page 122 of 147




                                    WHAT THIS NOTICE CONTAINS
 BASIC INFORMATION ............................................................................................... 1
          1.      Why did I get this Notice? ....................................................................................1
          2.      What is this lawsuit about?...................................................................................1
          3.      Why is this a class action? ...................................................................................1
          4.      Why is there a settlement?...................................................................................2

 WHO IS IN THE SETTLEMENT? ................................................................................. 2
          5.      How do I know if I am part of the settlement?.......................................................2
          6.      Are there exceptions to being included? ..............................................................2
          7.      What are the Subclasses and which one am I in? ................................................2
          8.      What does it mean to be in the Class? .................................................................3

 THE SETTLEMENT BENEFITS .................................................................................... 3
          9.      What benefits will I receive if the restructured loan is timely repaid? ....................4
          10.     What benefits will I receive even if the restructured loan is not timely
                  repaid?.................................................................................................................5
          11.     What will happen to my credit report? ..................................................................5
          12.     What are the tax consequences of participating in the settlement? ......................5

 HOW TO GET BENEFITS........................................................................................... 6
          13.     What do I have to do to participate in the settlement? ..........................................6
          14.     What am I giving up to get benefits or stay in the Class? .....................................6

 EXCLUDING YOURSELF FROM THE SETTLEMENT ...................................................... 6
          15.     How do I get out of the settlement? ......................................................................7
          16.     If I do not exclude myself, can I sue SLX and others for the same thing
                  later?....................................................................................................................7
          17.     If I exclude myself, can I still get benefits under the settlement? ..........................7
          18.     If I exclude myself, what happens to my loan? .....................................................7

 THE LAWYERS REPRESENTING YOU......................................................................... 7
          19.     Do I have lawyers in this case? ............................................................................7
          20.     How will the lawyers by paid? ..............................................................................8

 OBJECTING TO THE SETTLEMENT ............................................................................ 8
          21.     How do I tell the Court that I do not like the settlement?.......................................8
          22.     What is the difference between objecting and excluding? ....................................9




                                                                   i
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP                        Document 78-2                 Filed 10/27/2009                Page 123 of 147



 THE COURT’S FINAL APPROVAL HEARING................................................................ 9
          23.     When and where will the Court decide whether to approve the
                  settlement? ..........................................................................................................9
          24.     Do I have to come to the hearing? .......................................................................9

 IF YOU DO NOTHING ................................................................................................ 9
          25.     What happens if I do nothing at all? .....................................................................9

 GETTING MORE INFORMATION ................................................................................. 9
          26.     How do I get more information about the settlement? ..........................................9

 UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD MEAN TO YOU........... 10




                                                                 ii
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 124 of 147




                                    BASIC INFORMATION
 1.       Why did I get this Notice?
 The Court sent you this Notice because you co-signed a loan for a former student of Silver
 State, and the student loan is owned by SLX, but the parties have not been able to determine
 whether the student was still enrolled at Silver State on February 4, 2008.

 The Court authorized this Notice because you have a right to know about a proposed
 nationwide settlement of a class action lawsuit and about all of your options before the Court
 decides whether to approve the settlement. If the Court approves the settlement, and after any
 appeals are resolved, benefits will be provided.

 This Notice explains the lawsuit, the settlement, your legal rights, what benefits are available,
 who is eligible for them, and how to get them. A more detailed document called the “Settlement
 Agreement,” containing the complete terms of the settlement, is on file with the Court, where it is
 available for your review. You may also review the Settlement Agreement by contacting Class
 Counsel (see Question 19 below) or the Settlement Administrator (see Question 19 below).

 2.       What is this lawsuit about?
 The lawsuit is about whether former students of Silver State and people who co-signed for their
 student loans must repay those loans and can get refunds for loan payments already made.
 Plaintiffs allege that Silver State did not provide helicopter pilot training as promised, including
 because it closed on February 4, 2008. Plaintiffs also allege that SLX wrongfully aided Silver
 State in committing deceptive or fraudulent practices, or other acts that violated state and
 federal consumer protection laws, and made certain misrepresentations regarding Silver State.
 As a result, Plaintiffs claim that their loans are unenforceable, that they should not be required
 to repay their loans, and that they are entitled to a refund of payments already made. Plaintiffs
 also claim that they should be awarded punitive damages, attorneys’ fees, and costs from SLX.

 SLX denies that it did anything wrong. SLX also denies that Plaintiffs and other former students
 or their co-signers are entitled to any relief from SLX because SLX only owns the student loans
 and was not responsible for providing helicopter pilot training to Silver State students.
 Accordingly, SLX believes that all the loans are fully enforceable. In addition, SLX believes that
 students received benefits from attending Silver State, including through course work, the
 completion of flight hours, and by obtaining flight certifications.

 The Court did not decide in favor of Plaintiffs or SLX in the lawsuit.

 3.       Why is this a class action?
 In a class action, one or more people called “Class Representatives” sue on behalf of people
 who have similar claims. All these people are a “Class” or “Class Members.” One court
 resolves the issues for all Class Members, except for those who exclude themselves from the
 Class.

 In this lawsuit, the Court has designated Michael Holman, Robert Perrotta, Kevin Wilhelmy,
 Matthew Arnold, Christopher Korte and Deborah Pechacek, as Class Representatives. The
 attorneys for the class, which are called Class Counsel, are Christopher Casper of James,
 Hoyer, Newcomer & Smiljanich, P.A. and Andrew August of the Pinnacle Law Group, LLP.



                                                   1
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009      Page 125 of 147



 The Court in charge of this class action lawsuit is the United States District Court for the Middle
 District of Florida. The case is known as Michael Holman, et al. v. Student Loan Xpress, Inc.,
 Case No. 8:08-cv-100305.

 4.       Why is there a settlement?
 The Class Representatives and Class Counsel agreed to settle the lawsuit after weighing the
 benefits of settlement to the Class compared to the risks, uncertainties, and costs of continuing
 with the lawsuit. The Class Representatives and Class Counsel think the settlement is best for
 all Class Members in light of the strengths and weaknesses of the claims and the many
 defenses asserted by SLX to the lawsuit. The settlement provides Class Members with the right
 to obtain debt forgiveness and other relief much sooner than would have been possible if the
 lawsuit had continued. If you have questions about the settlement, you may contact Class
 Counsel as set forth below in Question 19.
 SLX has decided to settle to avoid the time and expense of litigation. The settlement does not
 mean that SLX did anything wrong.

                              WHO IS IN THE SETTLEMENT?
 5.       How do I know if I am part of the settlement?
 You are a Class Member if you co-signed a loan for a student enrolled at Silver State as of
 February 4, 2008 and the student loan is currently owned by SLX. The student borrowers of
 such loans are also Class Members.

 6.       Are there exceptions to being included?
 You are not included in the Class if:
    • the loan that you co-signed for had a zero balance as of [Preliminary Approval Order
        Date];
      •   there would be no balance owing on the loan that you co-signed for as of [Preliminary
          Approval Order Date] because of the debt forgiveness made available under the
          settlement;
      •   you, or the student borrower you co-signed for, timely request to be excluded from the
          Class;
      •   you, or the student borrower you co-signed for, previously entered into a settlement with
          SLX regarding the loan;
      •   you, or the student borrower you co-signed for, have a Chapter 7, 11, or 13 bankruptcy
          case pending as of [Preliminary Approval Order Date]; or
      •   you, or the student borrower you co-signed for, are on a government list of known or
          suspected terrorists or other individuals, entities, and organizations of concern.


 7.       What are the Subclasses and which one am I in?
 The Class is divided into six Subclasses as described below. Subclasses One through Five
 include former students of Silver State. Subclass Six is for co-signers only.
 Subclasses One through Five are based on the number of Federal Aviation Administration
 (“FAA”) certifications or ratings that students received while at Silver State. Although Silver



                                                  2
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 126 of 147



 State offered up to six helicopter pilot certifications or ratings, only four of them were approved
 by the FAA. These four certifications or ratings are called “FAA Certifications,” and are as
 follows:
      • Private Pilot Certification (rotorcraft-helicopter);
      • Commercial Pilot Certification (rotorcraft-helicopter);
      • Instrument Rating (helicopter); and
      • Certified Flight Instructor Certification (rotorcraft-helicopter).
 Subclasses One through Five are based on the number of FAA Certifications received while at
 Silver State because FAA Certifications represent a verifiable benefit provided by Silver State.
 As a result, Class Members who received more FAA Certifications from Silver State have
 weaker claims than Class Members who received no or fewer FAA certifications.
 You are a member of Subclass Six. As a result, you are eligible for the same benefits as the
 student for whom you co-signed a loan.
 The following chart shows the number of FAA Certifications for Subclasses One through Five.
 Based on available information, it appears that the student borrower who you co-signed
 for received the following [INSERT] FAA Certifications while at Silver State: [INSERT]. As
 a result, the student borrower is in Subclass [INSERT].

                                                    FAA CERTIFICATIONS
                            SUBCLASSES
                                                  RECEIVED AT SILVER STATE
                            Subclass One                        0
                            Subclass Two                        1
                           Subclass Three                       2
                            Subclass Four                       3
                            Subclass Five                       4


 8.       What does it mean to be in the Class?
 If you are in the Class, your rights will be affected unless you or the student borrower validly
 requests to be excluded from the Class by following the procedures set forth in this Notice. See
 Question 15. Whether you get benefits under the settlement depends on whether you or the
 student borrower you co-signed for submit a timely and valid claim form. See Question 13.

                               THE SETTLEMENT BENEFITS
 If the settlement is approved and becomes final, and you are in the Class, you will be entitled to
 a range of benefits that will allow the student loan to be paid off at a substantial discount. The
 range of benefits provided under the settlement include, among other things, a restructuring of
 the loan through debt forgiveness, interest forgiveness, and a lower interest rate. The
 settlement benefits also provide for a refund for early repayment of the restructured loan and, in
 appropriate circumstances, notification to credit reporting agencies. The actual benefits you will
 receive from the settlement depend on whether the restructured loan is timely repaid.




                                                  3
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP               Document 78-2         Filed 10/27/2009       Page 127 of 147



 Question 9 describes the settlement benefits you will receive if the restructured loan is timely
 repaid. Question 10 describes the settlement benefits you will receive if restructured loan is not
 timely repaid.

 Before the student borrower or you will be required to start making lower monthly payments,
 SLX or its loan servicer will send a notice in the mail telling you the amount of the lower
 payments and when to start making those payments (the “Repayment Notice”). Only the
 student borrower or you need to make each lower monthly payment.

 Please be advised that interest may start accruing on the restructured loan, and the student
 borrower or you may be required to begin making the lower monthly payments, within thirty (30)
 to sixty (60) days after final approval of the settlement, even if an appeal is filed. As described
 above, you will not be required to begin making any payments until you are sent a Repayment
 Notice.

 9.       What benefits will I receive if the restructured loan is timely repaid?
 Class Members who timely pay off the restructured loans will receive the following benefits
 under the settlement:
 •     DEBT FORGIVENESS
       The original loan amount (which includes any origination fees, and capitalized or accrued
       interest as of February 4, 2008) will be reduced. The percentage of debt forgiveness
       available under the settlement ranges from 75% to 20% depending on the Subclass of the
       student borrower you co-signed for, as follows:
                                                           TOTAL AVAILABLE
                                SUBCLASSES
                                                          DEBT FORGIVENESS
                                Subclass One                      75%
                                Subclass Two                      60%
                               Subclass Three                    47.5%
                               Subclass Four                      30%
                                Subclass Five                     20%
 •    INTEREST FORGIVENESS
      All interest that would have accrued on the loan between February 4, 2008 until shortly after
      final approval of the settlement will be forgiven.
 •    LOWER INTEREST RATES
      Interest on the restructured loan will accrue at the lower of either (a) your existing interest
      rate or (b) a new interest rate that is 3% lower than your existing interest rate, but that
      cannot be lower than 6%. The new interest rate will remain a variable interest rate.
 •    EARLY REPAYMENT REFUND
      If the restructured loan is timely repaid within five years of when the first payment is due,
      there will be a refund equal to 2.5% of the original loan amount reduced by the debt
      forgiveness under the settlement. This refund will be provided to the student borrower.




                                                    4
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP              Document 78-2        Filed 10/27/2009       Page 128 of 147



 AFTER YOU ARE SENT A REPAYMENT NOTICE, IF ANY MONTHLY PAYMENT IS MORE
 THAN NINETY (90) DAYS LATE, THEN YOU WILL NOT RECEIVE ALL OF THESE
 BENEFITS. YOU WILL, HOWEVER, STILL RECEIVE THE BENEFITS DESCRIBED IN
 QUESTION 10, INCLUDING SOME DEBT FORGIVENESS.
 IN ADDITION, ALL LATE PAYMENTS REMAIN SUBJECT TO APPLICABLE FEES,
 CHARGES, AND INTEREST UNDER THE LOAN AGREEMENT.

 10.   What benefits will I receive even if the restructured loan is not timely
 repaid?
 After you are sent a Repayment Notice, if any monthly payment is more than ninety (90) days
 late, then you will not receive all of the settlement benefits described in Question 9 above.
 Instead, you will receive only the following benefits from the settlement:
 •     DEBT FORGIVENESS
       Instead of the debt forgiveness described above in Question 9, you will receive debt
       forgiveness of between 7.5% and 2% depending on the Subclass of the student borrower
       you co-signed for.
                                SUBCLASSES              DEBT FORGIVENESS
                               Subclass One                    7.5%
                               Subclass Two                     6%
                              Subclass Three                   4.75%
                               Subclass Four                    3%
                               Subclass Five                    2%
 •     INTEREST FORGIVENESS
       All interest that would have accrued on the loan between February 4, 2008 until shortly after
       final approval of the settlement will be forgiven.

 11.      What will happen to my credit report?
 SLX has agreed to request that credit reporting agencies (Equifax, Experian, Innovis, and
 TransUnion) remove any previous reports by SLX or its agents about the loan you co-signed for.
 But, if the student borrower or you fail to make the lower monthly payments after the settlement
 is approved or exclude yourself from the settlement, then SLX may make additional credit
 reports.

 12.      What are the tax consequences of participating in the settlement?
 You are and will be responsible for any and all federal, state, local, and foreign taxes, including
 income taxes, owed based on benefits provided under the settlement. SLX makes no
 representations or warranties regarding the tax consequences of the settlement. You should
 consult your own tax advisor.




                                                   5
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP               Document 78-2        Filed 10/27/2009      Page 129 of 147




                                   HOW TO GET BENEFITS
 13.       What do I have to do to participate in the settlement?
 To qualify for settlement benefits, you or the student borrower you co-signed for must send in a
 claim form. A claim form is enclosed with this Notice. It must be completed and returned under
 penalty of perjury so that it is received by the Settlement Administrator by [Month] [Day], 2009 at
 [address].

 If you disagree with the information provided about the number of FAA certifications the student
 borrower received while at Silver State (see Question 7 above) or believe the loan balance is
 incorrect, then the Settlement Administrator must receive a written letter from you and any
 evidence to support your claim by [Month] [Day], 2009. You may obtain information about the
 loan balance by visiting www.__________.com.

 Late submissions to the Settlement Administrator will not be considered, in which case
 your settlement benefits will be based on current records.

 14.       What am I giving up to get benefits or stay in the Class?
       •   Release of Claims: Class Members and related individuals and entities will be
           releasing SLX, American Education Services, Pennsylvania Higher Education
           Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and other people and
           entities from all claims described and identified in Section 4.2 of the Settlement
           Agreement (the “Released Parties”). The release includes claims or defenses in any
           way connected to Silver State, including claims and defenses relating to the validity or
           enforceability of loans made to former students of Silver State.
       •   Assignment of Claims: Class Members will assign to SLX all claims they may have
           against Silver State and its officers, directors, and related entities.

       •   Transfer of Claims in Bankruptcy: Class Members will transfer all claims they have or
           could file in Silver State’s bankruptcy case to SLX (the “Transferred Claims”). If the
           amount SLX recovers on the Transferred Claims exceeds the attorneys’ fees and
           expenses incurred by SLX to pursue and collect on those claims and the total amount of
           the benefits available under this settlement, then the difference will be paid to the
           applicable Class Members.
 The Settlement Agreement describes the release, the assignment of claims, and the transfer of
 claims in greater detail. The Settlement Agreement is available in the Court files, from Class
 Counsel, or from the Settlement Administrator. Contact Class Counsel (see “The Lawyers
 Representing You” below) or your own lawyer if you have questions.

 The Settlement is not part of any actions that law enforcement may decide to take against Silver
 State, or any of its officers, directors, employees, agents, and affiliates.

                  EXCLUDING YOURSELF FROM THE SETTLEMENT
 If you do not want the settlement benefits, and instead want to keep the right to sue SLX and
 others about the issues in this case, then you must take steps to get out of the settlement. This
 is called excluding yourself from – or is sometimes referred to as “opting out” of – the Class.




                                                    6
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2         Filed 10/27/2009       Page 130 of 147



 15.      How do I get out of the settlement?
 To get out of the settlement, you must send a letter saying that you want to be excluded from
 the Class. This letter must include: (a) your full name; (b) your current address; (c) your date of
 birth; (d) the SLX loan number (or social security number); (e) a statement in substantially the
 same form as follows: “Please exclude me from the proposed class in the Michael Holman v.
 Student Loan Xpress, Inc. litigation”; and (f) your signature. You may send your request for
 exclusion by mail or by email in .pdf form. Your request for exclusion must be received by the
 Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If the student borrower you co-signed for follows these procedures, you also will be excluded
 from the Class.
 If you do not comply with these procedures by the deadline for exclusion, you will lose
 any opportunity to exclude yourself from the Class, and your rights will be determined by
 the settlement if it is approved by the Court. This means, among other things, that you
 will be bound by the release, and the provisions regarding the assignment of claims and
 transfer of claims.

 16.    If I do not exclude myself, can I sue SLX and others for the same thing
 later?
 No. Unless you or the student borrower validly requests to be excluded, you will give up any
 right to sue, or be part of any other lawsuit against SLX, American Education Services,
 Pennsylvania Higher Education Assistance Agency, Inc., Liberty Bank, N.A, CIT Group Inc., and
 other Released Parties for the claims that this settlement resolves. You also give up your right
 to pursue claims against Silver State and related persons. If you have a pending lawsuit, speak
 to your lawyer in that lawsuit immediately. You must exclude yourself from this Class to
 continue your own lawsuit.

 17.      If I exclude myself, can I still get benefits under the settlement?
 No. If you or the student borrower validly requests to be excluded, you will not be entitled to any
 benefits under the settlement and should not submit a claim form. But, you will keep any rights
 to sue or participate in another lawsuit against SLX, Silver State and other persons and entities.

 18.      If I exclude myself, what happens to my loan?
 If you or the student borrower validly requests to be excluded, then you will not be eligible to
 receive the substantial discount on the loan offered in this settlement. Instead, SLX may
 demand that the student borrower and you immediately begin to repay the loan under the
 existing terms, and interest may accrue at the current rate.

                         THE LAWYERS REPRESENTING YOU
 19.      Do I have lawyers in this case?
 The Court has appointed the lawyers below to represent you and the Class Members. These
 lawyers are called Class Counsel. You will not be charged for these lawyers. Class Counsel,
 however, have no obligation to represent you if you exclude yourself from the Class.




                                                  7
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2          Filed 10/27/2009        Page 131 of 147




 Christopher Casper                                   Andrew August
 JAMES, HOYER, NEWCOMER & SMILJANICH, P.A.            Pinnacle Law Group, LLP
 One Urban Centre, Suite 550                          425 California Street, Suite 1800
 Tampa, FL 33609                                      San Francisco, California 94104


 You may email Class Counsel at settlementquestions@gmail.com.

 If you want to be represented by your own lawyer, you can hire one at your own expense. If you
 want your own lawyer to represent you in connection with the settlement, your lawyer must file a
 Notice of Intent to Appear by _______, 2009, with the Court at the U.S. District Court for the
 Middle District of Florida, Sam M. Gibbons U.S. Courthouse, 801 North Florida Ave., Tampa,
 Florida 33602, and must send a copy to the Settlement Administrator at
 ____________________. Your Notice of Intent to Appear must be received by the Settlement
 Administrator by _______, 2009.

 20.      How will the lawyers by paid?
 Class Counsel will ask the Court to award attorneys’ fees, costs, and expenses in an amount
 up to $4,970,000. Class Counsel also will ask for a service award of up to $5,000 for each
 Class Representative for his or her participation in the lawsuit, up to $30,000 in total. SLX will
 pay the fees, costs, expenses, and service awards. Accordingly, these amounts will not come
 out of, or detract from, the benefits made available to the Class.

                          OBJECTING TO THE SETTLEMENT
 You can tell the Court if you do not agree with the settlement or some part of it.

 21.      How do I tell the Court that I do not like the settlement?
 If you are a Class Member, and you and the student borrower do not request to be excluded,
 you can object to the Court’s establishment of this case as a class action or to any part of the
 settlement, including the amount of attorneys’ fees, costs, and expenses, and the Class
 Representatives’ service awards. You can give reasons why you think the Court should not
 approve the settlement. The Court will consider your views.
 To object, you or your attorney must send a letter that includes: (a) your full name; (b) your
 current address; (c) your date of birth; (d) the SLX loan number (or social security number);
 (e) all of the reasons for your objection; (f) any and all supporting papers (including all briefs,
 written evidence, and declarations) that you would like the Court to consider; and (g) your
 signature. Also, if you or your attorney would like to speak at the hearing regarding the fairness
 of the settlement (see “The Court’s Final Approval Hearing” below), you must state in your
 objection that you or your attorney will be attending the hearing.
 You may send your objection by mail or by email in .pdf form. Your objection must be received
 by the Settlement Administrator at [address] or [email address] by [Month] [Day], 2009.
 If you do not comply with these procedures by the deadline for objections, you will lose
 any opportunity to have your objection considered by the Court or otherwise to contest
 the approval of the settlement or to appeal from any orders or judgments by the Court in
 connection with the proposed settlement.




                                                  8
 LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP             Document 78-2        Filed 10/27/2009       Page 132 of 147



 22.      What is the difference between objecting and excluding?
 Objecting is simply telling the Court that you do not like something about the settlement. You
 can object only if you stay in the Class. Excluding yourself is telling the Court that you do not
 want to be part of the Class. If you or the student borrower request to be excluded, you have no
 basis to object because the case no longer affects you.

                     THE COURT’S FINAL APPROVAL HEARING
 The Court will hold a hearing to decide whether to approve the settlement. You may attend and
 you may ask to speak, but you do not have to.

 23.      When and where will the Court decide whether to approve the settlement?
 The Court will hold a Final Approval Hearing at [time] on [Day], [Month], 2009, in Courtroom
 15A at the U.S. District Court for the Middle District of Florida, Sam M. Gibbons U.S.
 Courthouse, 801 North Florida Ave., Tampa, Florida 33602. The hearing may be moved to a
 different date or time without additional notice. At this hearing, the Court will consider whether
 the settlement is fair, reasonable, and adequate. The Court may also decide how much to pay
 to Class Counsel and the Class Representatives. At or after the hearing, the Court will decide
 whether to approve the settlement. We do not know how long these decisions will take.

 24.      Do I have to come to the hearing?
 No. Class Counsel will answer any questions that the Court may have. If you send an
 objection, you do not have to come to Court to talk about it. As long as you submit your written
 objection on time, the Court will consider it. But, you or your attorney may attend the hearing at
 your own expense. If you or your attorney decides to come to the hearing, you must timely
 state in writing that you or your attorney will appear at the hearing, following the directions in
 Question 19 above.

                                    IF YOU DO NOTHING
 25.      What happens if I do nothing at all?
 If you received this Notice in the mail along with a claim form, and you believe that you are in
 the Class, then you should submit the claim form under penalty of perjury. If a claim form is not
 received by ____, you will not receive any benefits from the settlement.

                             GETTING MORE INFORMATION
 26.      How do I get more information about the settlement?
 This Notice summarizes the proposed settlement. More details are in the Settlement
 Agreement. You can get a copy of the Settlement Agreement by contacting Class Counsel or
 the Settlement Administrator. You also may want to talk to your own attorney at your own
 expense.




 PLEASE DO NOT WRITE OR TELEPHONE THE COURT, SLX, AES, OR ANY OF THEIR
 AGENTS FOR INFORMATION ABOUT THE PROPOSED SETTLEMENT OR THE LAWSUIT.




                                                  9
 LA1 1653958v.2
                                    Case 8:08-cv-00305-SDM-MAP Document 78-2 Filed 10/27/2009
                                   UNDERSTANDING WHAT THE SETTLEMENT BENEFITS COULD Page 133 of 147
                                                                                              MEAN TO YOU
               Below are examples of how the settlement would work for Class Members who fully pay off their restructured loan and, after being
               sent a Repayment Notice, are not more than ninety (90) days late on any payment. These are examples only. The numbers used
               below are not from the loan you co-signed for. In addition, the restructured monthly payments and existing monthly payments are
               just estimates. They assume that the quoted interest rate will remain the same over the life of the loan even though your existing
               loan and restructured loan are based on a variable interest rate.
           Example 1 (Member of Subclass 1)                                             Example 2 (Member of Subclass 1)                                          Example 3 (Member of Subclass 2)
    EXISTING LOAN                    RESTRUCTURED LOAN                            EXISTING LOAN                  RESTRUCTURED LOAN                            EXISTING LOAN                 RESTRUCTURED LOAN
                                 Amount of                                                                    Amount of                                                                  Amount of
Existing                         Debt                                        Existing                         Debt                                       Existing                        Debt
Loan                             Forgiveness                                 Loan                             Forgiveness                                Loan                            Forgiveness
(including                                               $52,500             (including                                              $52,500             (including                                         $42,000
                                 on Existing                                                                  on Existing                                                                on Existing
origination                      Loan ($70,000                               origination                      Loan ($70,000                              origination                     Loan ($70,000
fees and all       $70,000       x 75%)                                      fees and all      $70,000        x 75%)                                     fees and all      $70,000       x 60%)
interest                                                                     interest                                                                    interest
before                           Existing Loan                               before                           Existing Loan                              before                          Existing Loan
February 4,                      minus Debt              $17,500             February 4,                      minus Debt             $17,500             February 4,                     minus Debt         $28,000
2008)                            Forgiveness                                 2008)                            Forgiveness                                2008)                           Forgiveness

Loan                                                                         Loan                                                                        Loan
                                 Loan                                                                         Loan                                                                       Loan
Payments                                                                     Payments                                                                    Payments
                      $0         Payments                   $0                                  $5,000        Payments                $5,000                                  $0         Payments             $0
Already                                                                      Already                                                                     Already
                                 Already Made                                                                 Already Made                                                               Already Made
Made                                                                         Made                                                                        Made
Current                          Current                                     Current                          Current                                    Current                         Current
Balance of                       Balance of                                  Balance of                       Balance of                                 Balance of                      Balance of
                   $70,000                               $17,500                               $65,000                               $12,500                               $70,000                          $28,000
Existing                         Restructured                                Existing                         Restructured                               Existing                        Restructured
Loan                             Loan                                        Loan                             Loan                                       Loan                            Loan
Current                                                                      Current                                                                     Current
Variable                         New Variable                    †           Variable                         New Variable                  †            Variable                        New Variable           †
                   11.75%                                8.75%                                   9.5%                                 6.5%                                  8.25%                            6%
Interest                         Interest Rate                               Interest                         Interest Rate                              Interest                        Interest Rate
Rate                                                                         Rate                                                                        Rate
                                 Restructured                                                                 Restructured                                                               Restructured
Monthly                                                                      Monthly                                                                     Monthly
                   $758.59       Monthly                 $154.65                               $605.89        Monthly                 $93.20                               $596.45       Monthly            $200.60
Payment                                                                      Payment                                                                     Payment
                                 Payment                                                                      Payment                                                                    Payment
                                 Refund for                                                                   Refund for                                                                 Refund for
                                 early                                                                        early                                                                      early
Refund for                                                                   Refund for                                                                  Refund for
                                 repayment                                                                    repayment                                                                  repayment
early                 $0                                 $437.50             early                 $0                                $437.50             early                $0                             $700
                                 within five                                                                  within five                                                                within five
repayment                                                                    repayment                                                                   repayment
                                 years ($17,500                                                               years ($17,500                                                             years ($28,000
                                 x 2.5%)                                                                      x 2.5%)                                                                    x 2.5%)




               †
                 The new variable interest rate, like the current variable interest rate on the loan you co-signed for, will vary based on the existing loan terms. The new variable interest rate on the
               restructured loan will not go below 6%.
                                                                                                            10
               LA1 1653958v.2
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 134 of 147




                  EXHIBIT 5
Case 8:08-cv-00305-SDM-MAP                                                        Document 78-2                                 Filed 10/27/2009                               Page 135 of 147
                                                                 STUDENT CLAIM FORM
                  UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA
                                                 Michael Holman, et al. v. Student Loan Xpress, Inc.
                                                             Case No. 8:08-cv-100305
                                                                                                                         Name and address corrections only if different from
                                                                                                                         the information at left:
 [Name]
 [Street]
 [City] [State], [Zip]



 As described in the Notice you received with this Claim Form, you may be eligible to receive benefits under
 a class action settlement in the above-named lawsuit. To receive benefits, sign and date this Claim Form in
 the space below, and return it to the Settlement Administrator at [Street], [City], [State] [Zip]. Your Claim
 Form must be received by the Settlement Administrator by [Month] [Day], [Year] or you will not
 receive settlement benefits.
 As described in the Notice, the amount of debt forgiveness that you may be eligible to receive is based on
 the number of FAA certifications or ratings you received while at Silver State Helicopters (“Silver State”).
 Set forth below is information regarding your FAA certifications or ratings based on current records.

                      Your Current Information                                                                                    Your Updated Information
                                                                                                           Complete only if you believe the information in the box to the
                                                                                                           left is incorrect.
 Number of FAA Certifications or Ratings Received                                                          Number of FAA Certifications or Ratings Received
 While At Silver State: ___                                                                                While At Silver State: ___
 Name of FAA Certifications or Ratings:                                                                    Name of FAA Certifications or Ratings:
 [Field 1], [Field 2]                                                                                      __________________________________________
 [Field 3], [Field 4]                                                                                      __________________________________________
                                                                                                           __________________________________________
                                                                                                           __________________________________________

If you believe this information is incorrect, you also must complete the following steps:
              Step 1:             Complete the section entitled “Your Updated Information” by stating the number
                                  of FAA certifications or ratings you received while at Silver State and identifying
                                  each certification or rating by name; and
              Step 2:             Submit with your Claim Form any documentation supporting your claim. This
                                  documentation may include any written statements from witnesses, log books,
                                  flight records, correspondence with Silver State, Student Loan Xpress, Inc., or
                                  American Education Services, or FAA records

For students with cosigners: If another person cosigned your loan, you will be eligible to
receive benefits so long as you or your cosigner timely submits a completed Claim Form.
However, you should submit your own Claim Form instead of relying on your cosigner.
________________________________________________________________________________________________________________________________________________________________________________________________________________________



By signing and dating this Claim Form, you are swearing under penalty of perjury of the laws of the United
States that you were enrolled at Silver State as of February 4, 2008. If you completed the section entitled
“Your Updated Information,” then you also are swearing under penalty of perjury that the information and any
documentation you have provided is true and correct.

 SIGNATURE                                                                                                                                   DATE



 YOU WILL NOT RECEIVE THE DEBT FORGIVENESS AND OTHER SETTLEMENT BENEFITS
       UNLESS A VALID CLAIM FORM IS RECEIVED BY [MONTH] [DAY], [YEAR].

 LA1 1653963v.1
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 136 of 147




                  EXHIBIT 6
Case 8:08-cv-00305-SDM-MAP                                                        Document 78-2                                 Filed 10/27/2009                               Page 137 of 147
                                                               COSIGNER CLAIM FORM
                   UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA
                                                  Michael Holman, et al. v. Student Loan Xpress, Inc.
                                                              Case No. 8:08-cv-100305
                                                                                                                               Name and address corrections only if different
                                                                                                                               from the information at left:
 [Name]
 [Street]
 [City] [State], [Zip]



As described in the Notice you received with this Claim Form, you may be eligible to receive benefits under a
class action settlement in the above-named lawsuit because you cosigned a loan for a student of Silver State
Helicopters (“Silver State”). To receive benefits, sign and date this Claim Form in the space below, and return
it to the Settlement Administrator at [Street], [City], [State] [Zip]. Your Claim Form must be received by the
Settlement Administrator by [Month] [Day], [Year] or you will not receive settlement benefits.
As described in the Notice, the amount of debt forgiveness that you may be eligible to receive is based on the
number of FAA certifications or ratings the student received while at Silver State. Set forth below is
information regarding that student’s FAA certifications or ratings based on current records.

                      Your Current Information                                                                                    Your Updated Information
                                                                                                           Complete only if you believe the information in the box to the
                                                                                                           left is incorrect.
 Name Of Silver State Student For Whom You                                                                 Number of FAA Certifications or Ratings Received By
 Cosigned: [First Name] [Last Name]                                                                        The Student While At Silver State: __
 Number of FAA Certifications or Ratings Received                                                          Name of FAA Certifications or Ratings:
 By The Student While At Silver State:                                                                     _________________________________________
                                                                                                           _________________________________________
 Name of FAA Certifications or Ratings:
                                                                                                           _________________________________________
 [Field 1], [Field 2]                                                                                      _________________________________________

If you believe this information is incorrect, you also must complete the following steps:
              Step 1:             Complete the section entitled “Updated Information” by stating the number of FAA
                                  certifications or rating the student received while at Silver State and identifying each
                                  certification or rating by name; and
              Step 2:             Submit with your Claim Form any documentation supporting your claim. This
                                  documentation may include any written statements from witnesses, log books, flight
                                  records, correspondence with Silver State, Student Loan Xpress, Inc., or American
                                  Education Services, or FAA records.
You will be eligible to receive benefits so long as you or the student for whom
you cosigned timely submits a completed Claim Form. However, you should
submit your own Claim Form instead of relying on the student.
____________________________________________________________________________________________________________________________________________________________________________________________________________________



By signing and dating this Claim Form, you are swearing under penalty of perjury of the laws of the United
States that the student was enrolled at Silver State as of February 4, 2008. If you completed the section
entitled “Updated Information,” then you also are swearing under penalty of perjury that the information and
any documentation you have provided is true and correct.

 SIGNATURE                                                                                                                                   DATE



  YOU WILL NOT RECEIVE THE DEBT FORGIVENESS AND OTHER SETTLEMENT BENEFITS
        UNLESS A VALID CLAIM FORM IS RECEIVED BY [MONTH] [DAY], [YEAR].


 LA1 1653964v.1
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 138 of 147




                  EXHIBIT 7
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 139 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 140 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 141 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 142 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 143 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 144 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 145 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 146 of 147
Case 8:08-cv-00305-SDM-MAP   Document 78-2   Filed 10/27/2009   Page 147 of 147

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:18
posted:11/13/2011
language:English
pages:147